Announcement Regarding on the Commencement of Tender Offer (friendly takeover)
The Tender Offeror as well as the Tender Offer Agent, Abu Dhabi Dubai STOB Series 22 Investment Limited Partnership (hereinafter referred to as the “Tender Offeror”), has decided to acquire the cryptocurrency MINDOL (MID) (hereinafter referred to as the “Target Company”), issued by MINDOL HOLDINGS LIMITED, listed in Coinsuper exchange.
Purpose of the Tender Offer
The Tender Offeror will acquire 33.3% of the total supply of MIN to strengthen its strategic partnership with the Target Company. Since the recent cryptocurrency has a high volatility, the acquisition price may significantly exceed the expectation of the Tender Offeror, if purchased by the exchange board. Therefore, we have decided to hold the Tender Offer (TOB) as a strategic method to acquire MIN with a stable price.
In this Tender Offer, the Tender Offeror has set 79,200,000 as the number of MIN to acquire (33.3% of the total supply of 240,000,000 MIN). If the total number of MINs applied for the Tender Offer does not meet the expected number, the Tender Offeror will further increase the purchase price up to a maximum of 5.86USD, based on the Tender Offer Regulations. The Tender Offeror prohibits the withdrawal of the tender offer that began once. Even if the Tender Offeror does not meet the total number of applications requested after the final stage of the offering, Tender Offeror will purchase the amount applied at that time.
Outline of the Tender Offeror
Company Name：AbuDhabi Dubai STOB Series22 Investment Limited Partnership
Address：TECOM Building, Dubai Internet City, Sheikh Zayed Road 73000 Dubai UAE
The background, purpose and decision making process that lead to the decision to holding the Tender Offer, and MINDOL’s management policy after the Tender Offer
The Tender Offeror is an investment business association that has the head office location in Dubai, and is a specialized agency that undertakes contract management of stocks and receivables consistently from its founding. As a main client, we are engaged in government-related funds that have a great influence on financial and economic conditions around the world, with funds from abundant natural resources representing oil, as resources, industrial gas related business, chemical related business, medical related business, energy Related enterprises such as agriculture and food related businesses, and the world’s largest Chinese entertainment enterprises with worldwide influence.
The Tender Offeror and its consignees set the management philosophy, “the fusion of subculture and blockchain.”
Currently, approximately 2000 cryptocurrencies are listed in exchanges. Within this situation, the Tender Offeror’s management goal for 2019 is to rank within the top 20th market capitalization.
In order to achieve this, the Tender Offeror needs to aggressively challenge new businesses with MINDOL and aim for sustainable growth by strategically “fuse subculture and blockchain.”
Furthermore, although actively implementing such measures is considered necessary for improving the corporate value of the Target from a medium to long-term perspective, some risks are also assumed in the short term. It is desirable to avoid exposing general MIN holders to these risks. We believe that giving a reasonable cryptocurrency selling opportunity without burdening risks such as the future market environment will contribute to the benefits of the minority holders of the Target.
In the meantime, the Target is a non-debt company, and there is no necessity of raising funds for the time being. However, by establishing a strong strategic partnership with the Tender Offeror, both the Target and the Offeror have confirmed and wishes to further expand the business to prosper.
Specific Management Policy①
After the completion of the Tender Offer, a several members recommended from the Tender Offeror and its consignees will join as the board member involving in management of MINDOL HOLDINGS LIMTED. They will support to strengthen the existing projects and the new projects.
Specific Management Policy②
As a “fusion of subculture and blockchain”, a new on-going large-scale project is scheduled to be announced in 25 September 2018.
Specific Management Policy③
In order to expand the scene which can effectively utilize the MINDOL token, MINDOL has developed an exclusive wallet app which can be used with your smartphone. This wallet can also be used for existing projects such as the “Influencer Voting” and a project which is scheduled to be announced in 25 September 2018.
Specific Management Policy④
As for an existing project, the Influencer Voting, we are rebuilding the structure so that recruiting is more global. As a new media strategy, a large-scale project underway is scheduled to be announced in 25 September 2018.
Name of the Third Party Who Was Interviewed When Calculating the Purchase Price
The Tender Offeror elected D FINACE & ROAN STOCK MANAGEMENT as a financial advisor independent from the Tender Offeror and the Target Company and a third-party appraiser and Ethan & SU Fly Legal Partners as the Regal Advisor.
After that, with an approval of the Target, the Tender Offeror exercised due diligence from July 1, 2018. We have repeatedly discussed and consulted on the schedule and concrete methods concerning the implementation of this proposal with the Target.
As a result, in late July 2018, the Tender Offeror announced the Target as a strategic partner, especially from such perspectives as the following.
- （ⅰ）Shares the merchandise with the Tender Offeror group, joint proposals to customers, utilization of reciprocal transactions, etc. We can expect further strengthening of collaboration on the sales side based on the abundant transaction record of the Purchaser Group.
- （ⅱ）Establish an optimal production system among groups such as sharing and concentration of manufacturing facilities in the blockchain business.
- （ⅲ）We can make full use of management resources possessed by the Tender Offeror. We can expect an expansion of business area and strengthening of blockchain technology, under fundamental structural reforms to grow main business of the Target.
From these reasons, we strongly believe that this partnership will strengthen the comprehensive capabilities of the Tender Offeror Group, including the Target. Therefore, at the Board of Directors’ Meeting held in August 2018, we resolved to implement this transaction and to implement the Tender Offer as part of that transaction.
Furthermore, we consider that because the Tender Offeror and the Target take measures (i) to（ⅲ）as described above, sufficient consideration is given to the interests of minority holders of the Target.
The Tender Offeror has submitted the third-party assessment institution as a proof of whether all funds necessary for delivery handling after completion of the Tender Offer are properly held as of late July 2018.
Tender Offer Price and Period
- Tender Offer Price (price chosen by market value method)：See TOB STAGE SCHEDULE
- Reference Value 1：Token sale final price 0.45 USD
- Reference Value 2：Listing start price 0.54 USD
- Starting Day of Tender Offer：September 17, 2018
- Wanted way：Apply from the application form posted on the MINDOL website
- Exercise period：10 days after the completion of the tender offer
Tender Offer Rules
- Considering the amount of delivery work of Tender Offer and the amount of transaction fees, the following condition is set to apply for the Tender Offer. The application is limited to a token holder who holds minimum of 3,000 MIN (MINDOL) 〜at a time of application, in Coinsuper exchange.
The amount of bonus token which is planned to be distributed in February 2019 cannot be included as the number of minimum holding tokes.
- In the event that the amount of applications for the Tender Offer exceeds the total number of entries requested by the Offeror, Offeror will purchase all quantities up to 79,200,000 MIN in the order from the top MIN holders. Even if you were not included in this 79,200,000 MIN calculated from the high rank order, and was not eligible for the purchase, you can always sell MIN at the exchange rate at any time.
- When the Tender Offer price rises as stated in the Tender Offer Regulations, even if you applied at the price before the rise, the purchase will be executed in the latest price. Therefore, you will only have to apply once. The Tender Offeror is responsible for purchasing and delivering “Tender Offer Final Price x 79,200,000 MIN” to the applicants.
- For the disclosure of information concerning the Tender Offer, the manuscript specified by the Tender Offeror shall be handed over to MINDOL HOLDINGS LIMITED and opened on the web site managed by MINDOL HOLDINGS LIMITED (http://mindol.net)
- Taking into consideration the high volatility of the cryptocurrency, the Tender Offer will start from 1.79 USD – a 331% premium from the listing starting price of 0.54 USD.
- The Tender Offeror shall collectively transfer the MIN after the completion of the Tender Offer to the cosigner entrusted by the Tender Offeror.
- The purchase price may be increased depending on the status of the total number of applications and the increase in the MIN price at the exchange.
- From 10 days after the end of the Tender Offer Period, the Tender Offeror will carry out delivery and settlement without delay, in order from the highest MIN holders.
- The delivery of BTC will be executed by selecting the amount of MIN you want to exchange with BTC in the tender offer application form. Then, as soon as MIN reaches the wallet address specified by the Offeror, BTC will be sent to the applicant at a rate of the time sent. For details, refer to “About Delivery Procedures” which will be disclosed after the tender offer ends.
- (1) When the average value over 72 hours from the purchase application period exceeds the price of 90% of the Tender Offer purchase price and (2) when the total number of application requested by the Tender Offeror is less than half of 79,200,000 MIN, even after 120 hours from the commencement of the Tender Offer Period, the Offeror may reconsider the purchase price and further raise the purchase price up to a premium of 150% (TOB STAGE UP). In that case, the purchase period is also automatically extended.
Even after this measure, (1) if the average value over 72 hours from the middle of the revised purchase application period still exceeds 90% of the revised purchase price, and (2) if the total number of entries is less than half of the total of 79,200,000 MINs requested by the Tender Offeror even after 120 hours from the start of the revised tendering application, the Offeror may once again reconsider the purchase price and furthermore raise the purchase price up to a premium of 140%. The measure same shall apply thereafter. For detail schedule, refer to TOB STAGE SCHEDULE.
- The Tender Offeror prohibits the withdrawal of the tender offer once it has started.