WPP ADK Bain Capital

576 2017-11-22 17:32

WPP Group Sells Shares of ADK to Bain Capital

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ADK

Bain Capital Private Equity, L.P. and its group (collectively, “Bain Capital”), has yesterday entered into an agreement to tender (the “Agreement to Tender”) with WPP International Holding B.V. (“WPP”) for WPP to tender all shares of the Company held by WPP (the ratio of those shares to the number of issued shares in the Company is 24.96%) in relation to the tender offer implemented from October 3, 2017 for the Company’s outstanding shares of common stock (including the Company’s outstanding shares of common stock issued upon exercise of the Series 2 Stock Acquisition Rights, Series 3 Stock Acquisition Rights, Series 4 Stock Acquisition Rights, Series 5 Stock Acquisition Rights, Series 6 Stock Acquisition Rights, Series 7 Stock Acquisition Rights, Series 8 Stock Acquisition Rights, Series 9 Stock Acquisition Rights, Series 10 Stock Acquisition Rights, and Series 11 Stock Acquisition Rights (collectively, the “Stock Acquisition Rights”)) and the Stock Acquisition Rights (that tender offer, the “Tender Offer”).
 
In addition, as announced in the Company’s press release dated November 6, 2017 titled “Notice Regarding Filing of Petition for Arbitration by WPP Group Against the Company” and the Company’s press release dated November 14, 2017 titled “Notice regarding Filing of Petition for Order for Provisional Disposition by the WPP Group,” WPP plc and its group companies (collectively, the “WPP Group”) notified the Company that the WPP Group filed a petition for arbitration against the Company (that petition, the “Arbitration Petition”) and filed a petition seeking an order for provisional disposition against the Company with the Tokyo District Court (that petition, the “Petition for Order for Provisional Disposition”), and the Company hereby announces that Bain Capital has entered into a letter agreement with the WPP Group agreeing to withdraw the Arbitration Petition and the Petition for Order for Provisional Disposition (that letter agreement, the “Letter Agreement”).
 
According to the Offeror, the Offeror has entered into the Agreement to Tender on November 21, 2017 with WPP, the Company’s major and principal shareholder, where WPP has agreed to tender all of the Company’s common shares that WPP holds (10,331,100 shares, percentage of ownership: 24.9%) to the Tender Offer.
 
Bain Capital has entered into the Letter Agreement on November 21, 2017 with the WPP Group, where the WPP Group agrees to withdraw the Arbitration Petition and the Petition for Order for Provisional Disposition.
 
As already announced, the Company resolved on October 2, 2017 to terminate the Capital and Business Alliance with the WPP Group in accordance with the CAA and the SPA, and to express an opinion endorsing the Tender Offer and recommending that the shareholders tender their shares to the Tender Offer.

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