UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the month of May, 2007
Commission file number 0-12602
Commission file number 0-12602
MAKITA CORPORATION
(Translation of registrant’s name into English)
3-11-8, Sumiyoshi-cho, Anjo City, Aichi Prefecture, Japan
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form
20-F or Form 40-F.
Form 20-F þ Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101 (b)(1): þ
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101 (b)(7): o
Indicate by check mark whether by furnishing the information contained in this Form, the registrant
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934. Yes o No þ
If “Yes” is marked, indicate below the file number assigned to the registrant in connection
with Rule 12g3-2(b): 82-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MAKITA CORPORATION | ||||
| (Registrant) | ||||
| By: | /s/ Masahiko Goto | |||
| Masahiko Goto | ||||
| President and Representative Director | ||||
Date: May 8, 2007 |
||||
For immediate release
May 8, 2007
Company name:
|
Makita Corporation | |
Representative:
|
Masahiko Goto, President | |
Code number:
|
6586 |
Results of Tender Offer for Fuji Robin Industries Ltd.
And Notice of Change in Our Subsidiaries
And Notice of Change in Our Subsidiaries
At its March 20, 2007 meeting, the Board of Directors of Makita Corporation (“Makita”)
decided to launch the tender offer for common shares of Fuji Robin Industries Ltd. (“Fuji Robin”;
listed on the second section of the Tokyo Stock Exchange; code number 6021, hereafter, the “Target
Company”). The tender offer began March 22, 2007, and ended May 7, 2007. This notice is to inform
the public of the results of this tender offer, as follows.
We also wish to inform the public that as a result of the tender offer, Fuji Robin is to
become a consolidated subsidiary of Makita.
| I. | Results of the Tender Offer |
| 1. | Overview of the Tender Offer | ||
| (1) | Target Company Fuji Robin Industries Ltd. | ||
| (2) | Number of Shares to be Purchased |
| (Shares) | ||||||||
| Number to be Purchased | Number to be Over-Purchased | |||||||
| Class of Shares | (Converted into Shares) | (Converted into Shares) | ||||||
Share Certificate |
7,525,270 | — | ||||||
Certificate of Stock Acquisition Right |
— | — | ||||||
Certificate of Bond with Stock Acquisition Right |
— | — | ||||||
Deposit Receipt for Share Certificates and
Other Securities |
— | — | ||||||
Total |
7,525,270 | — | ||||||
| (3) | Tender Offer Period |
From March 22, 2007 (Thursday) through May 7, 2007 (Monday) (30 business days)
| (4) | Purchase Price 260 yen per share | ||
| 2. | Results of the Tender offer | ||
| (1) | Responses received |
The total number of responses received (10,279,375 shares) surpassed the target value
(7,525,270 shares), so in accordance with the terms of the tender offer announcement and the
related official filing, Makita will purchase all shares tendered.
| 1 | ||||
| English Translation of press release originally issued in Japanese language | ||||
| (Shares) | ||||||||||||||||
| Number to be | Number of shares | Number of shares | ||||||||||||||
| Number to be Purchased | Over-Purchased | tendered | purchased | |||||||||||||
| Class of Shares | (Converted into Shares) | (Converted into Shares) | (Converted into Shares) | (Converted into Shares) | ||||||||||||
Share Certificate |
7,525,270 | — | 10,279,375 | 10,279,375 | ||||||||||||
Certificate of Stock
Acquisition Right |
— | — | — | — | ||||||||||||
Certificate of Bond
with Stock
Acquisition Right |
— | — | — | — | ||||||||||||
Deposit Receipt for
Share Certificates
and Other Securities |
— | — | — | — | ||||||||||||
Total |
7,525,270 | — | 10,279,375 | 10,279,375 | ||||||||||||
| (2) | Composition of holdings, after the Tender Offer |
Number of
Voting Rights
Represented by
Share Certificates
and Other
Securities Owned by
Makita after the
Tender Offer
|
11,579 | Shareholding Ratio after the Tender Offer | 89.63 | % | ||||||
Number of Voting
Rights Represented
by Share
Certificates and
Other Securities
Owned by Specially
Related Parties
after the Tender
Offer
|
7 | Shareholding Ratio after the Tender Offer | 0.05 | % | ||||||
Total Number of
Voting Rights of
all the
Shareholders of
Fuji Robin
|
12,912 | |||||||||
(Note 1)
|
“Total Number of Voting Rights of all the Shareholders of Fuji Robin” is the number of voting rights of shareholders of record as of September 30, 2006, as stated in the Report for the 82nd Term submitted on December 22, 2006. The total number of shares not constituting one unit (tangen) being 7,375, in the calculation “Ratio of owned shares after the tender offer,” the denominator is the number of voting rights of relevant shareholders as of September 30, 2006 (12,912 rights) to which is added the number of voting rights associated with the 7,375 shares (7 rights, for a total of 12,919 rights). | |
(Note 2)
|
“Shareholding Ratio after the Tender Offer” is rounded off from three decimal places to two decimal places. |
| (3) | Calculations of proportional purchases |
None
| (4) | Total funds required for the tender offer |
2,673 million yen
| (5) | Method of Settlement |
| (i) | Name and Head Office of Securities Company or Financial Institution, etc. in Charge of Settlement of the tender Offer |
Daiwa Securities SMBC Co., Ltd.
|
8-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo | |
Daiwa Securities Co., Ltd.
|
6-4, Otemachi 2-chome, Chiyoda-ku, Tokyo |
| (ii) | Commencement Date of Settlement May 15, 2007 (Tuesday) |
| 2 | ||||
| English Translation of press release originally issued in Japanese language | ||||
| (iii) | Method of Settlement Procedure |
After the end of the tender offer period, a notice of purchase will be mailed to the
address or the location of shareholders applying to the tender offer (the “Applying
Shareholders”) (or the address of the standing proxy, in the case of foreign shareholders)
without delay.
Payment of the Purchase Price will be made in cash. The tender offer agent or the
sub-agent will, in accordance with the Applying Shareholders’ instructions, remit the
purchase price for the share certificates without delay, on and after the commencement date
of settlement, to the places designated by the applying shareholders, or allow payment to
the applying shareholders at the head office or branch offices which accepted the
applications.
| 3. | Locations where copies of tender offer reports are available for inspection: |
Makita Corporation
|
3-11-8, Sumiyoshi-cho, Anjo, Aichi | |
Tokyo Stock Exchange, Inc.
|
2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo |
| 4. | Estimated impact of the tender offer on earnings |
As a result of this tender offer, the target company has become a consolidated
subsidiary of Makita. We anticipate the resulting impact on our consolidated earnings will
be as follows. The effect on non-consolidated earnings will be minimal.
| Outlook for consolidated financial position after tender offer | ||||||||
| Yen (million) | ||||||||
| For the six months ending | For the year ending | |||||||
| September 30, 2007 | March 31, 2008 | |||||||
Net sales |
149,800(2,800 | ) | 302,800(7,000 | ) | ||||
Operating income |
26,700( — | ) | 53,300( — | ) | ||||
Income before income taxes |
27,000( — | ) | 53,900( — | ) | ||||
Net income |
18,500( — | ) | 37,000( — | ) | ||||
(Note 1)
|
Figures in parentheses represent values adjusted for impact of the tender offer. |
|
(Note 2)
|
Impact on consolidated profit is expected to be minimal. |
| 5. | Post-the tender offer policies |
Makita’s intention is to make Fuji Robin a wholly owned subsidiary, so for any Fuji
Robin shares not acquired in the tender offer, shares in Makita will be offered in
compensation (stock swap); all shareholders other than Makita will be offered Makita shares
or the cash equivalent in exchange for their Fuji Robin shares, so that Makita will own all
Fuji Robin shares. The Makita shares or cash equivalent to be offered in this stock swap
will be calculated on the basis of the tender offer price, to be equal to the value offered
in the tender offer. However, changes in Fuji Robin’s business environment, the stock
market, or in the earnings of the two companies may cause some changes in this value.
Further details of the stock swap, including the effective date of the exchange, the date of
the exchange, etc., will be decided in consultation with the stock exchange, and will be
made public without delay.
There is a possibility that Makita will carry out measures other than the Share
Exchange which have equivalent effects to the Share Exchange according to the circumstances,
such as revision or authoritative interpretation, etc., of law or system, etc., in relation
to the Share Exchange, and the shareholding ratio of Fuji Robin by Makita and situation of
shareholding of Fuji Robin by other shareholders after the tender offer, etc. However, at
this moment, no specific scheme has been decided upon in case the Share Exchange is not
carried out. If such a decision is reached, this will be done in consultation with
the stock exchange, and the results will be made public without delay.
Shares of Fuji Robin are currently listed on the Tokyo Stock Exchange, but our plan is
that the listed shares will be cancelled, following proper procedures in keeping with the
Tokyo Stock Exchange rules for
| 3 | ||||
| English Translation of press release originally issued in Japanese language | ||||
cancellation of listed shares. After cancellation is complete, it will no longer
be possible to trade Fuji Robin shares on the Tokyo Stock Exchange.
| II. | Change in consolidated subsidiaries |
As a result of this tender offer, Fuji Robin is scheduled to become a consolidated
subsidiary of Makita effective on the date when settlement begins (May 15, 2007).
| 1. | Outline of changes in consolidated subsidiaries |
(i)
|
Corporate name | Fuji Robin Industries Ltd. | ||
(ii)
|
Principal Business | Manufacture and distribution of engines, machinery for agriculture, forestry and construction industries, vehicles for industrial use, machinery for golf courses and related parts, equipments for environmental sanitation, and instruments and parts for disaster prevention equipment | ||
(iii)
|
Date of Incorporation | July 24, 1950 | ||
(iv)
|
Address of Head Office | 35 Ohoka Numazu City, Shizuoka Prefecture | ||
(v)
|
Title and Name of Representative | Mitsunori Watanabe, Representative Director | ||
(vi)
|
Amount of Capital | JPY 833,900,000-(as of September 30, 2006) | ||
(vii)
|
Fiscal Year | Ends March 31 | ||
(viii)
|
Number of staff | 247 (as of September 30, 2006) | ||
(Note) The workforce figure refers to regular employees (excluding those seconded to other employers); temporary staff are not included. |
||||
(ix)
|
Total number of shares outstanding | 12,960,000 (as of September 30, 2006) |
| (x) | Composition of Major Shareholders and Shareholding Ratios (as of September 30, 2006) |
Fuji Heavy Industries Co., Ltd. |
58.07 | % | ||
Makita Corporation |
10.03 | % | ||
Ogawa Pump Industrial Company |
1.42 | % | ||
Japan Securities Finance Co., Ltd. |
1.14 | % | ||
Employees’ Stock Ownership Trust of Fuji Robin |
0.48 | % | ||
Sumitomo Life Insurance Company |
0.41 | % | ||
Shizuoka Bank |
0.41 | % | ||
Osaka Securities Finance Co, Ltd. |
0.39 | % | ||
ITOCHU Corporation |
0.39 | % | ||
Chizuko Kubo |
0.39 | % |
| (xi) | Earnings data for most recent two years |
| Yen (million) | ||||||||
| For the year ended | For the year ended | |||||||
| March 31, 2005 | March 31, 2006 | |||||||
Net sales |
10,819 | 11,140 | ||||||
Gross profit |
1,738 | 1,595 | ||||||
Operating income |
196 | 59 | ||||||
Current profit |
141 | 53 | ||||||
Net income |
67 | 28 | ||||||
| |
||||||||
| As of | As of | |||||||
| March 31, 2005 | March 31, 2006 | |||||||
Total assets |
8,300 | 8,645 | ||||||
Shareholders’ equity |
2,014 | 1,818 | ||||||
Cash dividend per share |
— | — | ||||||
| 2. | Effective date for change in consolidated subsidiaries |
May 15, 2007 (Tuesday)
| 4 | ||||
| English Translation of press release originally issued in Japanese language | ||||