Section 6. Toward Our 100th Anniversary and Beyond

As a shipping company, demand for Mitsui O.S.K. Lines’s business was susceptible to fluctuations in the economy and market conditions, and in the medium- to long-term, the company was under pressure to become carbon neutral, so it needed to expand into new business areas that would allow the strengths and network effect of its group companies to be utilized.

At the same time, Daibiru believed that becoming a full subsidiary of Mitsui O.S.K. Lines would eliminate concerns about conflicts of interest with minority shareholders and would enable the company to achieve synergies that would enhance its corporate value over the medium- to long-term through the use of the MOL Group’s extensive management assets and other assets. In specific terms, these are (1) strengthening Daibiru’s ability to achieve “expansion of investment targets” within Japan: achieving further investment expansion in regional core cities and expansion of investment targets, including logistics facilities, by utilizing Mitsui O.S.K. Lines’s extensive human resources, networks, and management expertise as a logistics service provider, and conducting large-scale investments through fund-raising that uses Mitsui O.S.K. Lines’s lines of credit, and (2) strengthening overseas operations: strengthening and expanding overseas operations by leveraging the MOL Group’s broad network and extensive business experience in various parts of the world.

With the determination that these synergies were possible, the Board of Directors resolved on November 30, 2021 to approve the tender offer. The application period was established as the period from December 1, 2021 to January 18, 2022.

As a result of the tender offer, Mitsui O.S.K. Lines’s shareholder stake was 82.60%, falling short of the 90% necessary. Thus, for the next step in the procedure, a reverse stock split was approved at the extraordinary general meeting in March with the purpose of allowing Mitsui O.S.K. Lines to acquire all remaining shares. The reverse stock split took effect on April 28, and Daibiru became a full subsidiary of Mitsui O.S.K. Lines. Daibiru’s shares were delisted on April 26 in advance of the reverse stock split and acquisition.