TOKYO -- Seven-Eleven Japan Co. Ltd. (SEJ) and 7-Eleven Inc. (SEI) has announced that SEJ has successfully completed its cash tender offer of $37.50 per share for all outstanding shares of SEI common stock.
The offer and withdrawal rights expired at midnight, New York City time, on Tuesday, Nov. 8, 2005.
According to the report of the depositary for the tender offer, approximately 26.64 million shares of SEI common stock have been tendered and not withdrawn, including shares of common stock subject to guaranteed delivery. As a [image-nocss] result of the tender offer, SEJ will own approximately 95.4% of SEI's outstanding common stock.
SEJ said it intends to make prompt payment for the shares properly tendered and accepted, and in the case of shares tendered by guaranteed delivery procedures, after timely delivery of such shares and required documentation.
SEJ will acquire the remaining shares of SEI not owned by SEJ as a result of the tender offer through a short-form merger pursuant to which SEI's remaining shareholders (other than SEJ, its subsidiaries and shareholders properly exercising dissenters' rights) will be entitled to receive $37.50 per share in cash, without interest, the company said. Such a short-form merger does not require the approval of or prior notice to SEI's board or other shareholders. Following the merger, instructions will be mailed to shareholders outlining the steps that SEI shareholders who did not tender their shares must take in order to obtain payment or exercise dissenters' rights under Texas law.
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