Form CB Kawasaki Kisen Kaisha, filed by: Kawasaki Kisen Kaisha, Ltd.
During the period from the establishment of the Special Committee from February 26, 2021 to March 16, 2022, the Special Committee discussed holding a total of 17 meetings for a total of no less than 16 hours. The Special Committee participated in a total of 44 plenary meetings held by the Company’s management team and their councils for a total of no less than 67 hours and gave its opinion. The Special Committee has carefully deliberated and discussed the matters listed above on which the Special Committee has been consulted by reporting, sharing information, leading discussions and making decisions by email and telephone between the meeting dates, etc. The Special Committee appointed Nakamura, Tsunoda & Matsumoto as legal counsel to the special committee after confirming its independence, expertise and experience, etc., and approved the appointment of Nagashima Ohno & Tsunematsu as legal counsel to the Company and KPMG as the Company’s financial advisor and third-party rating institution, after ascertaining the independence and performance of such advisors, etc. The Specific Committee also validated the project team set up by the Company within its organization to review the Exchange after noting that the project team has no independence problem. In addition, the Special Committee received explanations and exchanged questions and answers with the Company’s management team on the Business Plan, on the basis of which the share value would be calculated using the DCF Analysis. . This was done several times during the development of the business plan, and the calculation was done in terms of a numerical summary of the proposed business plan, the business environment on which the business plan was based. proposed business and objectives, strategy and measures specific to each business unit. The special committee approved the business plan after confirming its rationality, and this plan was also based, among other things, on the advice provided by KPMG from a financial point of view.
In addition, the Company has repeatedly asked Kawasaki Kisen to provide explanations on the Kawasaki Kisen stock exchange proposal in terms of: the expected synergistic effects of the stock exchange, income, expenses and cash flows future cash flows of the Company, the prospect of Kawasaki Kisen improving its financial conditions and basis for its judgment, and Kawasaki Kisen’s management policies after the stock exchange, among others. In response, Kawasaki Kisen gave this explanation to the Company by taking certain measures such as providing explanatory materials and holding information sessions. In addition, the Special Committee held discussions with the company’s management team to determine what questions should be sent to Kawasaki Kisen and what information should be requested from Kawasaki Kisen, and to review the corresponding responses provided by Kawasaki Kisen. The Special Committee also received explanations and exchanged questions and answers with the Company’s management team on: the Company’s understanding of its current business environment and business challenges, the need for the share exchange , the expected synergistic effects of the share exchange, the potential disadvantages of the share exchange, as well as the policies and management structure of the company after the share exchange, among others.
In addition, the Special Committee received legal advice from Nakamura, Tsunoda & Matsumoto on: steps to be taken to ensure the fairness of stock exchange procedures, stock exchange procedures, and the method and the deliberative process adopted by the Special Committee Committee regarding the exchange of shares, among others. the Company and the Special Committee have received legal advice from Nagashima Ohno & Tsunematsu on: the measures to be taken to ensure the fairness of the share exchange procedures, the share exchange procedures, method and process of the Company’s decision-making regarding the share exchange, and the terms and conditions of the share exchange agreement and disclosure, among others. the Company and the Special Committee also received from Nagashima Ohno & Tsunematsu a report it had prepared regarding the outcome of the simplified due diligence conducted in connection with the Share Exchange. The Special Committee also received from KPMG a communication of the valuation report on the share exchange report and, after receiving explanations and exchanging questions and answers with KPMG on the following points, confirmed the rationality of the result of the valuation of the stock exchange ratio in KPMG, the reasons for using the valuation methods used by KPMG to calculate the stock exchange ratio, the evolution of Kawasaki Kisen’s stock prices and of the Company on their markets, the main valuation assumptions using the DCF analysis, including the bases for calculating the rate discount, and the results of the calculation according to the different valuation methods, among others.
In addition, the Special Committee has been extensively involved in negotiations with Kawasaki Kisen on the share exchange report, etc., through such means as: receiving timely reports from KPMG on the details of the proposed Kawasaki Kisen on share exchange report and progress of negotiations etc., to receive advice from KPMG from a financial point of view, including explanation of premium levels etc. used in recent similar cases, and give approvals, give instructions and make requests regarding trading policies, including specific stock exchange ratios proposed to the Company, after deliberation and discussion.
After the processes described above and after careful deliberation and consideration of the above matters on which the Special Committee was consulted, the Committee submitted the report dated March 16, 2022 to the Board of Directors of the Company, to the effect that the board of directors of the Company The adoption by the directors of a resolution to proceed with the exchange of shares would not be disadvantageous for the minority shareholders of the Company.
(ii) Approval of all Not interested directors and notice of “no objection” from all directors of the company Not interested Statutory auditor and members of the supervisory board