Press Releases and Other Company News January 2007

Chubu Electric Power and Toenec Joint Press Conference
(Statement made only by this company)

January 31, 2007
Chubu Electric Power Co.,Inc.

Today, I will be taking about two items:

  • • The start of Takeover of Toenec Corporation's Shares
  • • Business Operations Transfer based on the Split-up of Toenec Corporation and C-Tech Corporation

Please allow to talk about the above-mentioned points.

  • • Our company until today has been restructuring the group companies and has been deploying aggressively various initiatives to strengthen the management of the group.
  • • The Board of Directors Meeting held in Japan concerning the two initiatives regarding Toenec Corporation , which is a central reality to the Group Companies, has decided the followings:
  • • Firstly, our company shall be "starting to takeover the shares of Toenec" and secondly it shall transfer the business operations of both companies based on their split-up.

(The Start of Takeover of the Shares of Toenec Corporation)

  • • First, please allow me to talk about the "start of the takeover of Toenec Corporation's shares".
  • • Concerning Toenec Corporation, which is an affiliate company of our company, we have taken the takeover bid as to consolidate the company as a subsidiary by acquiring the majority of the total number of shares already issued.
    In addition, the present takeover is a friendly progression of events.
  • • At present Toenec plays an important role as a company engaging in electrical power business operations and as a core company that is operating our company's electric distribution facilities.
  • • In addition, our company shall be able to apply the highly advantageous technical edge and expertise since it shall allow us to respond appropriately to our customers' varied demands for high quality and low cost electric power in the future. We believe that we can deploy an energy solution services that shall give full play to the overall ability of the group.
  • • Accordingly, we shall even further strengthen our capital ties with Toenec since it shall play an even more important role within our group.
  • • The content of the takeover bid is as follows:
    We have provided detailed descriptions in the attached document and I shall only provide you with the main outline hereinafter.
  • • The value per share is 650 Japanese Yen for the takeover bid.
    A premium of approximately 30.78% to the simple arithmetic average closing price of Japanese Yen 497 on the Tokyo Stock Exchange for Toenec's shares during the past one month until January 30, 2007 was added to the price.
    In addition, a premium of approximately 30.00% to the closing price of 500 Japanese Yen for the share of the same company on the Tokyo Stock Exchange on January 30, 2007 was added to price.
  • • The number of shares scheduled for purchase is 24,020,000 shares.
    In the event that the company has bought all the scheduled number of shares, the company's capital subscription shall stand at 50.01%.
    In addition, the company shall purchase all the subscription shares in the event that the total subscription shares do not exceed the scheduled purchased fixed number (24,020,000 shares).
    The company shall not purchase fully or partially any excess amount in the event that the total number shares exceed the scheduled purchased fixed number (24,020,000 shares).
  • • The purchase period shall be from February 1 (Thursday), 2007 to March 1 (Thursday) (20 business days).
    In addition, the official tender starting announcement date shall be February 1 (Thursday), 2007.

(Business Operations Transfer Based on the Split-up of Toenec Corporation and C-Tech Corporation)

  • • Next, I would like to speak about the transfer of business operations based on the split-up of operations of Toenec and of C-Tech, which is an affiliate company.
  • • That is to say, the transfer of business operations shall be based on the mutual split-up of the operations between Toenec and C-Tech.
  • • Concretely, we shall split-up the operations concerning the substation facilities and the cable lines for transmitting high voltage electricity exceeding 6,000 volts from Toenec to C-Tech.
    In addition, we shall transfer the operations concerning the buried electric distribution cable lines for the main small-scale plants, stores, and households from C-Tech to Toenec.
  • • Accordingly, we believe we can enforce the maintenance/ engineering works of the facilities efficiently, and we should be able to deepen even further cooperation between Toenec and our company's Sales and Electric Distribution Division and C-Tech and the company's Distribution Division.
  • • The split-up is scheduled to become effective on October 1, 2007.
  • • The present company aims at a durable growth as a "General Energy Service Industrial Group" by strengthening the company's group business foundation through the above-mentioned two initiatives.
  • • In the future, we believe that we shall win against these severe competitive times by heightening the overall ability of the group by promoting the business that takes advantage of the strength of each company of the group of companies based on the foothold of a solid management foundation.

That is all from me.

Reference :
Concerning the Takeover of Toenec Corporation's Shares and the Transfer of Business Operations Based on the Corporate Split-up of TOENEC Corporation and C-Tech Corporation