NTT DOCOMO, INC. announced that it will launch a friendly tender offer to acquire all shares of MAGASeek Corporation, the operator of the MAGASEEK fashion-goods shopping website, with approval from its parent company ITOCHU Corporation.
The tender offer period will last from January 31 to March 14 and is contingent upon DOCOMO acquiring a minimum 8,829 shares, or approximately 41.67% of MAGASeek’s total shares.
ITOCHU has agreed to tender 8,342 shares, or approximately 39.37% of MAGASeek’s 13,640 total common shares, and will continue to hold 5,298 shares, or approximately 25.00% of MAGASeek’s common shares.
By acquiring all issued and outstanding common shares other than the 5,298 shares that ITOCHU will continue to hold, DOCOMO aims to turn MAGASeek into a consolidated subsidiary with ITOCHU and DOCOMO as major shareholders.
Details of the Tender Offer
Creating and expanding new business fields is a key strategy in the Medium-Term Vision that DOCOMO announced in November 2011. From December 2012, DOCOMO began expanding its involvement in one of these fields, commerce, through its “dshopping” mobile shopping service, which enables users to easily purchase items via the Internet using smartphones and tablets. Through MAGASEEK, DOCOMO now intends to broaden dshopping’s lineup, currently focused on daily commodities, with fashion items.
MAGASEEK is one of Japan’s leading websites for fashion goods and has a considerable user base, mainly female customers in their 20s and 30s. DOCOMO expects to build business synergies in customer satisfaction and shopping convenience by linking MAGASEEK’s services with DOCOMO’s 60 million customers, cloud services and business expertise.
DOCOMO will also expand its fashion-goods business by collaborating with ITOCHU, Japan’s leading trading company in textile goods, to strengthen the market competitiveness of its fashion business through a robust framework for supply.
DOCOMO plans to launch a fashion-goods store in dshopping leveraging its large user base, ITOCHU’s leadership in textile goods and MAGASeek’s strong merchandising and logistic capabilities.
DOCOMO, which is evolving as a provider of integrated services centered on mobility, also will accelerate its deployment of related commercial businesses through the acquisition.
2. Outline of the Purchase
(1) Target Company
Name: MAGASeek Corporation
Head office: 3-2-1 Nishi-Kanda, Chiyoda-ku, Tokyo, Japan
President & CEO: Naoya Inoue
Business: Online sales of men’s and women’s apparel
Capital: 1,156 million yen (as of Dec. 31, 2012)
Establishment: April 1, 2003
Stock listing: Tokyo Stock Exchange Mothers Market
Total issued and outstanding shares: 21,190 (end September 2012)
Relationship between MAGASeek and DOCOMO: No capital- or employee- based relationship exists between these two companies
Employees: 89 (as of end March 2012)
Financial results for year ended March 31, 2012: Sales of 9,698 million yen, operating profit of 252 million yen and net profit of 138 million yen
(2) Tender Offer Period
January 31 to March 14, 2013
(3) Tender Offer Price
135,000 yen per issued and outstanding common share
1 yen per stock acquisition right
(4) Total number of shares to be purchased
DOCOMO has set no limit on the maximum number of shares to purchase, but has set the minimum number of shares at 8,829, or approximately 41.67% of MAGASeek’s total shares. If the number of tendered shares does not exceed this minimum, the share purchase shall not be executed.
Upon completion of the tender offer and related transactions, MAGASeek would become a consolidated subsidiary of DOCOMO.
About NTT DOCOMO
NTT DOCOMO is a world-leading mobile operator that is in transition into an Integrated Service Company placing mobility at the core. The company serves over 60 million customers in Japan via advanced wireless networks, including a nationwide 3G network and one of the world’s first commercial LTE networks. Leveraging its unique capabilities as a mobile operator, DOCOMO is a leading developer of cutting-edge technologies for NFC mobile payments, mobile GPS, mobile TV, intuitive mobile assistance, environmental monitoring, smart grids and much more. Overseas, the company provides technical and operational expertise to eight mobile operators and other partner companies. NTT DOCOMO is listed on the Tokyo (9437), London (NDCM) and New York (DCM) stock exchanges. Please visit www.nttdocomo.com for more information.