NTT Docomo to launch public tender offer for common stock of Intage Holdings
Tokyo, Japan – NTT DOCOMO, INC. (DOCOMO) announced today that it has decided to conduct a public tender offer for the common shares issued by marketing support company INTAGE HOLDINGS, Inc. (INTAGE HD) and to conclude a capital and business alliance with them, both actions having been approved by the board of INTAGE HD. This will make INTAGE HD a subsidiary company of DOCOMO, with DOCOMO aiming to expand its marketing solutions business as a result.
The public tender offer period will last from September 7 to October 16 and is contingent upon DOCOMO acquiring a minimum of 15,389,700 of INTAGE HD's shares (an ownership ratio of 40.0%) and not more than 19,621,900 shares (an ownership ratio of 51.0%).
At a meeting held today, the board of directors of INTAGE HD resolved to express support for DOCOMO's public tender offer. They ruled in favor of the alliance, and agreed that the decision whether or not to accept the offer should be left to the company's shareholders.
If DOCOMO successfully incorporates INTAGE HD through this public tender offer, the company will combine its extensive membership base of approximately 96 million,*1 the largest in the Japanese market, with INTAGE HD's expertise in data handling, aiming to enhance the value of this data through improved data collection, aggregation, analysis, visualization, and data mastering. DOCOMO and INTAGE HD will work closely with a variety of companies, including manufacturers, retailers and service providers, helping to make their marketing more consumer-centric and thereby enriching the lives of consumers.
Through this initiative, the two companies aim to provide a comprehensive consumer-driven marketing solution that will utilize DOCOMO's membership data for a wide range of corporate customers. They will offer them a range of services from research, communication and sales promotion to solutions that help drive repeat business, leveraging ID-based and streamlined end-to-end marketing strategies.
DOCOMO and INTAGE HD will work together to become leaders in the field of marketing solutions, and by promoting the more efficient use of data, they will work to address a range of social issues and contribute to the evolution of society.
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Number of d POINT CLUB members as of June 2023.
A summary of the tender offer is provided in the Appendix.
Appendix
Details of the Tender Offer
1. Purpose
In October 2021, DOCOMO announced its "New DOCOMO Group Medium-term Strategy". To boost what it calls its "Smart Life Business," DOCOMO is working with partners to create new lifestyles and lifestyle values and achieve further growth through seamless linkage of their membership bases, data, services, and terminals. INTAGE HD has established a leading position in Asia in the insight industry*1 and has been expanding its core business through panel surveys and research on behalf of consumer goods manufacturers.
In April 2012, DOCOMO and INTAGE HD entered into a joint venture to develop a new high-value-added business that would support the marketing activities of manufacturers, retailers and other companies by combining DOCOMO's customer base, which currently comprises approximately 96 million d POINT CLUB members, with INTAGE HD's know-how in data analysis and commercialization. The joint venture was created under the name of DOCOMO Insight Marketing, Inc. (DIM). DIM has been active in three business areas: research and monitoring, area marketing, and communication. Furthermore, DIM has been actively promoting collaboration and data linkage with various partner companies.
DOCOMO believes that the utilization of data is becoming increasingly important not only in the marketing field but also in solving various social issues, and that it is an area that can grow significantly as a business and as a contribution to society. In order to achieve this, we have concluded that it is necessary for INTAGE HD, whose vision is to approach business from the perspective of consumers and providing value, and DIM, which have collaborated through a conventional framework, to go beyond mere cooperation and establish a direct capital relationship, thus allowing the two companies to integrate their business operations.
Through this capital and business alliance, DOCOMO aims to realize the following synergies by utilizing both companies' combined management resources and leveraging their key individual characteristics:
(i) Comprehensive ID-based and streamlined marketing support for manufacturers of daily consumer goods
(ii) Total value chain support in distribution and retail
(iii) Enhancement of the customer experience through customer satisfaction and employee satisfaction initiatives
(iv) Data-oriented marketing support for durable consumer goods manufacturers and service companies
(v) Strengthening of social problem-solving capabilities in healthcare-related industries
Through the realization of these synergies, DOCOMO believes that the value of data can be maximized by leveraging its customer base of 96 million and its abundant behavioral data with INTAGE HD's expertise in data handling, including data collection, aggregation, analysis, and visualization. In particular, leveraging the data as its starting point, DOCOMO aims to provide ID-based and integrated marketing solutions that span research, communication, sales promotion, and repeat business. This approach will closely address the marketing challenges of manufacturers, retailers and other enterprises, enhancing their marketing capabilities and enriching the lives of consumers.
Through this alliance with INTAGE HD, DOCOMO aims to combine the strengths of both companies and strive jointly to become leading companies in the field of marketing solutions.
2. Outline of the Purchase
(1) Target Company
| Name | INTAGE HOLDINGS, Inc. |
|---|---|
| Head office | INTAGE Akihabara Building, Kanda-Neribeicho 3, Chiyoda-ku, Tokyo, Japan |
| President & CEO | Noriaki Ishizuka |
| Business | Marketing Support in Consumer Goods and Services Marketing Support in Healthcare Business Intelligence |
| Capital | 2,378.7 million yen (as of June 30, 2023) |
| Establishment | March 1960 |
| Stock listing | Tokyo Stock Exchange, Prime Market (Securities Code: 4326) |
| Total issued and outstanding shares | 40,426,000 (end June 2023) |
| Relationship between INTAGE HD and DOCOMO | In March 2012, INTAGE HD signed a business alliance agreement with DOCOMO. In April 2012, they founded the joint venture DOCOMO Insight Marketing, Inc. |
| Employees | 3,186 (as of end June 2023) |
| Financial results for year ended June 30, 2022 |
Sales of 61,387 million yen, operating profit of 3,785 million yen, current profit of 4,073 million yen and net profit of 3,505 million yen |
(2) Tender offer period
September 7 to October 16, 2023
(3) Tender Offer Price
Per ordinary share, 2,400 yen each
(4) Total number of shares to be purchased
Maximum planned purchase quantity of 15,389,700 shares (ownership percentage 40.0%)
Minimum planned purchase quantity of 19,621,900 shares (ownership percentage 51.0%)
(If the number of tendered shares does not exceed this minimum, the share purchase shall not be executed. Conversely, if the total number of offered share certificates exceeds the maximum planned purchase quantity, we will not conduct purchases for the portion that exceeds this limit. Instead, in accordance with Article 27-13, Paragraph 5, and Article 32 of the relevant regulations, we will proceed with the transfer, delivery, and other settlements related to the purchase of share certificates through the proportional allotment method.)
(5) Effect
If the tender offer is completed, INTAGE HD will become a consolidated subsidiary or an equity-method affiliate of DOCOMO, depending on the number of shares tendered in the tender offer. The listing of INTAGE HD shares on the Tokyo Stock Exchange Prime Market is expected to be maintained.
(6) Handling of data related to INTAGE HD's panel surveys in connection with the collaboration
Even after this public tender offer, DOCOMO will commit to understanding and ensuring transparency, neutrality and confidentiality regarding the acquisition and utilization of data provided by partner companies, consumers and clients (data providers) of INTAGE HD. In order to achieve this, we have agreed in our capital and business alliance that detailed information on individual tasks, including the content of acquired data, will not be provided to DOCOMO by INTAGE HD without the data provider's consent. This agreement is especially in respect of the panel survey operations, as outlined below:
(i) The data infrastructure used by INTAGE HD and its partner companies, primarily retail stores, will be separated from the integrated data infrastructure that is planned to be developed through discussions and considerations between DOCOMO and INTAGE HD after this public tender offer.
(ii) Regarding the aforementioned integrated data infrastructure, the raw data (untreated responses from survey results) in the current data infrastructure held by INTAGE HD will not be made available to DOCOMO.
For more information on the tender offer and the alliance, please visit
https://disclosure2.edinet-fsa.go.jp/WEEK0020.aspx
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"The insight industry" refers to marketing research and related sectors.
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