News Release

On June 21, 2024, JX Advanced Metals Corporation (the "Tender Offeror) commenced a tender offer under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended, the "FIEA") (the "Tender Offer") to obtain all of the common shares (the "Target Company Shares") of TATSUTA Electric Wire and Cable Co., Ltd. (Code Number: 5809, Prime Market of Tokyo Stock Exchange, Inc. (the "TSE"); the "Target Company") (excluding the Target Company Shares directly held by the Tender Offeror and the treasury shares held by the Target Company) as part of a transaction to make the Target Company a wholly-owned subsidiary of the Tender Offeror, and we hereby announce that the Tender Offer was completed on August 19, 2024.

　

1. Purchase Outline

(1) Name and location of Tender Offeror

JX Advanced Metals Corporation

10-4, Toranomon 2-chome, Minato-ku, Tokyo, Japan

　

(2) Name of Target Company

TATSUTA Electric Wire and Cable Co., Ltd.

　

(3) Type of shares pertaining to purchase

Common stock

　

(4) Number of shares to be purchased

Number of shares to be purchased	Minimum number of shares to be purchased	Maximum number of shares to be purchased
39,039,916 shares	18,446,882 shares	- shares

(Note 1)

If the total number of shares tendered in the Tender Offer (the "Tendered Shares") falls short of the minimum number of shares to be purchased (18,446,882 shares), the Tender Offeror will not purchase any of the Tendered Shares. If the total number of Tendered Shares is equal to or greater than the minimum number of shares to be purchased (18,446,882 shares), the Tender Offeror will purchase all of the Tendered Shares. The minimum number of shares to be purchased (18,446,882 shares) is set as the number obtained by the following formula: first, multiplying (a) the number of voting rights (617,791 voting rights) pertaining to the number of shares (61,779,134 shares) obtained by deducting the number of treasury shares held by the Target Company as of March 31, 2024 (8,377,260 shares) stated in the "100^th Annual Securities Report" submitted by the Target Company on June 21, 2024 (the "Target Company's 100^th Annual Securities Report") from the Target Company's total number of issued shares as of March 31, 2024 (70,156,394 shares) stated in the Target Company's 100^th Annual Securities Report by (b) 2/3. Next, multiplying the product (411,861 voting rights) (fractions less than 1 are rounded off) by one share unit number of the Target Company (100 shares). Then, deducting from the product (41,186,100 shares), the number of Target Company Shares held by the Tender Offeror as of the date of submission hereof (22,739,218 shares).

(Note 2)

No maximum number of shares to be purchased has been set with respect to the Tender Offer. Therefore, the number of shares to be purchased lists the maximum number of Target Company Shares that the Tender Offeror can acquire through the Tender Offer (39,039,916 shares). The maximum number is the number of shares (39,039,916 shares) obtained by deducting the number of treasury shares held by the Target Company as of March 31, 2024 stated in the Target Company's 100^th Annual Securities Report (8,377,260 shares) and the number of shares directly held by the Tender Offeror as of March 31, 2024 (22,739,218 shares) from the total number of issued shares as of March 31, 2024 stated in the Target Company's 100^th Annual Securities Report (70,156,394 shares).

(Note3)

Shares of less than one unit are also subject to the Tender Offer. If the Target Company's shareholders exercise their right to request the purchase of shares of less than one unit in accordance with the Companies Act (Act No. 86 of 2005, as amended), the Target Company may purchase those shares during the purchase period for the Tender Offer (the "Tender Offer Period") pursuant to the procedures under laws and regulations.

(Note4)

There is no plan to acquire the treasury shares held by the Target Company through the Tender Offer.

　

(5) Purchase period

(i) Purchase period

From June 21, 2024 (Friday) to August 19, 2024 (Monday) (40 business days).

　

(ii) Possibility of extension upon request by Target Company

Not applicable.

　

(6) Purchase price

780 yen per share of common stock

　

2. Purchase Results

(1) Whether the Tender Offer was completed

In the Tender Offer, there was a condition that if the total number of Tendered Shares did not reach the minimum number of shares to be purchased (18,446,882 shares), none of the Tendered Shares would be purchased; however, as the total number of Tendered Shares (31,404,640 shares) has exceeded the minimum number of shares to be purchased (18,446,882 shares), according to the statements in the public notice of tender offer commencement and the tender offer registration statement (including amended items contained in the amended tender offer registration statement submitted thereafter), the Tender Offeror will purchase all of the Tendered Shares.

　

(2) Date of public notice and name of newspaper in which public notice is published regarding results of Tender Offer

In accordance with Article 27-13, paragraph (1) of the FIEA, the results of the Tender Offer were announced to the press at the TSE on August 20, 2024 through methods prescribed in Article 9-4 of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended) and Article 30-2 of the Cabinet Office Order on Disclosure Required for a Tender Offer for Shares by Persons Other than the Issuer (Ordinance of the Ministry of Finance No. 38 of 1990, as amended; the "Cabinet Office Order").

　

(3) Number of shares purchased

Type of shares	(i) Number of tenders converted into shares	(ii) Number of purchases converted into shares
Shares	31,404,640 shares	31,404,640 shares
Share option certificates	- shares	- shares
Corporate bonds with share options	- shares	- shares
Beneficiary certificates of shares ( )	- shares	- shares
Depository receipts for shares ( )	- shares	- shares
Total	31,404,640 shares	31,404,640 shares
(Total number of potential shares)	- shares	- shares

　

(4) Ownership ratio of shares after purchase

Number of voting rights pertaining to shares held by the Tender Offeror before the purchase	227,392 voting rights	(Ownership ratio of shares before the purchase: 36.81%)
Number of voting rights pertaining to shares held by specially related parties before the purchase	5,253 voting rights	(Ownership ratio of shares before the purchase: 0.85%)
Number of voting rights pertaining to shares held by the Tender Offeror after the purchase	541,438 voting rights	(Ownership ratio of shares after the purchase: 87.64%)
Number of voting rights pertaining to shares held by specially related parties after the purchase	0 voting rights	(Ownership ratio of shares after the purchase: 0.00%)
Number of voting rights of all shareholders, etc. of the Target Company	617,214 voting rights

(Note 1)

The "number of voting rights pertaining to shares held by specially related parties before the purchase" and the "number of voting rights pertaining to shares held by specially related parties after the purchase" indicate the total number of voting rights pertaining to shares held by specially related parties (excluding, however, specially related parties who are excluded from being a specially related party under Article 3, paragraph (2), item (i) of the Cabinet Office Order for the purpose of calculating the percentage of ownership of shares, under each item of Article 27-2, paragraph (1) of the FIEA).

(Note 2)

The "number of voting rights of all shareholders, etc. of the Target Company" indicates the number of voting rights of all shareholders (the number of one unit: 100 shares) as of March 31, 2024 stated in the Target Company's 100^th Annual Securities Report. However, in the Tender Offer, given that shares less than one unit are also targets of the Tender Offer, for the purpose of calculating the "ownership ratio of shares before the purchase" and the "ownership ratio of shares after the purchase," the number of voting rights (617,791 voting rights) pertaining to the number of shares (61,779,134 shares) obtained by deducting the number of treasury shares held by the Target Company as of March 31, 2024 stated in the Target Company's 100^th Annual Securities Report (8,377,260 shares), from the total number of issued shares as of March 31, 2024 stated in the Target Company's 100^th Annual Securities Report (70,156,394 shares) was used as a denominator.

(Note 3)

The "ownership ratio of shares before the purchase" and the "ownership ratio of shares after the purchase" are both rounded off to two decimal places.

　

(5) Calculation for purchase on a pro-rata basis

Not applicable.

　

(6) Settlement method

(i) Names and main office locations of financial instruments business operators, banks, and other institutions conducting settlement of purchases

Daiwa Securities Co., Ltd. 9-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo, Japan

　

(ii) Commencement date of settlement

August 26, 2024 (Monday)

　

(iii) Settlement method

Promptly following expiration of the Tender Offer Period, notifications of the purchases in the Tender Offer will be mailed to the addresses or locations of the tendering shareholders (or the addresses of standing proxies for foreign shareholders).

Purchases will be made in cash. At the tendering shareholders' instructions and promptly after the commencement date of settlement, proceeds of sales of shares that were purchased in the Tender Offer will be (i) remitted by the tender offer agent to a place designated by the tendering shareholders (or standing proxies for foreign shareholders) (remittance fees may apply) or (ii) paid into an account of the tendering shareholders whose applications for tendering were accepted by the tender offer agent.

　

3. Policies after Tender Offer and future prospects

There is no change in the matters stated in the "Notice Regarding the Commencement of Tender Offer for Shares of TATSUTA Electric Wire and Cable Co., Ltd. (Securities Code: 5809)" announced on June 20, 2024 by the Tender Offeror.

　

4. Place where copy of tender offer report is to be made available for public inspection

JX Advanced Metals Corporation 10-4, Toranomon 2-chome, Minato-ku, Tokyo, Japan

Tokyo Stock Exchange, Inc. 2-1, Nihombashi Kabutocho, Chuo-ku, Tokyo, Japan