Thai Union Group Public Company Limited (SET: TU) has informed the Stock Exchange of Thailand (SET) that on 4 September 2025, the company was formally notified by Mitsubishi Corporation that all conditions precedent to the formal launch of a general offer to acquire additional shares in the company have been satisfied in full.
Accordingly, Mitsubishi is now proceeding with the formal launch of the offer. The price has been set at THB 12.50 per share, which remains unchanged from the offer price indicated in the company’s previous disclosure to SET.
The offer will be conducted on a first-come, first-served basis and will remain open for acceptance for a period of 15 business days, commencing on 8 September 2025 and concluding on 26 September 2025 (both dates inclusive). TU has noted that the offer period may end earlier in certain circumstances as detailed in the offer documents.
In addition to the distribution of the offer documents together with this announcement, Mitsubishi appoints Bualuang Securities Public Company Limited as its offer agent. The printed copies of the offer documents to be distributed (through Thailand Securities Depository Co., Ltd.) to the existing shareholders of the company at their respective registered addresses as recorded in the company’s share register as at the latest record date. Shareholders may review the details of the offer in the attached offer documents.
TU will make further announcements as and when there are material developments in relation to the offer. The company encourages all shareholders to carefully review the contents of the Offer Documents before making any decision.
Mitsubishi has offered to purchase the shares in TU for 532,273,639 shares, representing 13.81 percent of the total issued shares, increasing its aggregate shareholding in TU to 20.00 percent.
Currently, Mitsubishi holds a total of 238,745,120 shares in TU, representing 5.36 percent (including treasury shares held by TU) or 6.19 percent (excluding treasury shares held by TU).
The source of funds for making this general offer will originate from the internal funds of Mitsubishi. Assuming all 532,273,639 shares in TU are offered to be purchased under the general offer, the aggregated amount of capital required to fund the general offer is THB 6,653 million.
Mitsubishi’s objectives of the general offer is to deepen commercial collaboration and actively contribute to TU’s growth and strategic direction as well as becoming a long-term strategic investor and trusted partner to the company.
The Japanese conglomerate anticipated mutual benefits and stronger alignment of the respective objectives. The two companies aim to maximize value across the seafood value chain by leveraging their respective strengths in procurement, processing, and sales, while enhancing global synergies and ensuring a stable supply of high-quality products that meet consumer needs.
Furthermore, Mitsubishi intended to explore new market opportunities, foster innovation, and deliver long term value for all stakeholders of TU. By leveraging the combined expertise and resources, this strengthened relationship will support sustainable performance and bolster stakeholder confidence in TU’s potential.
Mitsubishi may cancel the general offer upon the occurrence of one or more of the following events:
1) Any event or action occurring within the offer period which causes or may cause a material adverse effect or change to the status or assets of TU, provided that such event or action has not resulted solely from the actions of Mitsubishi or actions for which the company is responsible.
2) Any action conducted by TU within the offer period which causes or may cause a significant decrease in the value of its shares.
The General Offer shall be automatically cancelled if:
1) At the end of the offer period, the total number of shares intended to be sold by the shareholders under this general offer is less than 532,273,639 shares, representing 11.95 percent (including treasury shares held by TU) or 13.81 percent (excluding treasury shares held by TU) of the total issued shares in TU.
2) After applying the allocation of the excess shares, but prior to the execution of a big-lot transaction or a share transfer to the Mitsubishi (as the case may be), the foreign shareholding availability in TU, under the foreign ownership limits prescribed in its Articles of Association, is insufficient to permit the registration of the offeror as the legal owner of all 532,273,639 shares in TU.
The share offerees will not be able to revoke its acceptance of the General Offer once submitted
Payment will be made to the offerees by 5 business days from the last day of the offer period, which is on 3 October 2025, or later, if payment is delayed.
As the payment will be made from overseas, settlement may take longer than the said period due to differences in local banking hours, public holidays of each relevant country, and/or the additional time required for cross-border transfer processing.
