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Announcement Regarding Amendments to the Press Release titled “Announcement of Commencement of Tender Offer for Shares of UNIZO Holdings Company, Limited (Securities Code: 3258)” due to Changes of Conditions of Tender Offer

November 15, 2019 GMT

TOKYO--(BUSINESS WIRE)--Nov 15, 2019--

Sapporo GK:

 

November 15, 2019

To all parties concerned

 

Company Name: Sapporo GK

Managing Partner: Sapporo ISH

Executor of Managing Partner: Takaaki Fukunaga

Contact: Fortress Investment Group (Japan) GK

Tel: +81-3-6438-4400

While Sapporo GK (hereinafter referred to as the “Tender Offeror”) commenced the tender offer for the common shares of UNIZO Holdings Company, Limited (Code No.: 3258, Tokyo Stock Exchange) (hereinafter referred to as “Target”) on August 19, 2019 (hereinafter referred to as the “Tender Offer”), the Tender Offeror decided as of today to change the conditions of purchase, etc. through the Tender Offer.

Accordingly, the Tender Offeror hereby announces that the amendments shall be made to the “Announcement of Commencement of Tender Offer for Shares of UNIZO Holdings Company, Limited (Securities Code: 3258)” dated August 16, 2019 (including the portions amended by the “Announcement Regarding Amendments to the Press Release titled ‘Announcement of Commencement of Tender Offer for Shares of UNIZO Holdings Company, Limited (Securities Code: 3258)’ due to Changes of Conditions of Tender Offer” dated September 5, 2019, September 20, 2019, October 2, 2019, October 17, 2019, October 25, 2019 and November 11, 2019, respectively), as follows:

Particulars:

Portions to be amended are underlined.

1. Purpose, Etc. of Tender Offer, Etc.

(1) Overview of the Tender Offer

<Before amendment>

<Omitted>

Thereafter, on November 11, 2019, the tender offer period was determined to be extended to November 15, 2019, after careful thought taking into consideration the status of tenders by the Target’s shareholders for the Tender Offer and other factors from a comprehensive perspective (hereinafter referred to as the “5th Change of Tender Offer Conditions”).

<After amendment>

<Omitted>

Thereafter, on November 11, 2019, the tender offer period was determined to be extended to November 15, 2019, after careful thought taking into consideration the status of tenders by the Target’s shareholders for the Tender Offer and other factors from a comprehensive perspective (hereinafter referred to as the “5th Change of Tender Offer Conditions”).

In the meantime, the Tender Offeror has been carefully considering various factors, including the status of tenders by the Target’s shareholders for the Tender Offer, the existence of proposals made to the Target by third parties other than the Tender Offeror, the most recent market price of the Target Shares and the share value calculated by the Target’s independent valuation advisors, from a comprehensive perspective (For specific circumstances, please refer to the following descriptions), and on November 15, 2019, it was decided to change the Tender Offer Price (as defined below) to JPY4,100 from JPY4,000. Accordingly, the tender offer period was determined to be extended to November 29, 2019, which is the day when the period of ten (10) business days will have elapsed counting from November 15, 2019 on which the Amendment to the TOB Registration Statement regarding such change was filed, pursuant to applicable laws and regulations (together with the above-mentioned change of the Tender Offer Price, hereinafter referred to as the “6th Change of Tender Offer Conditions”). An outline of the factors considered by the Tender Offeror before its determination to change the Tender Offer Price is as follows:

(I) Tender Offeror continues to seek a successful completion of the Tender Offer and, taking into consideration the status of tenders by the Target’s shareholders for the Tender Offer, it is necessary to increase the Tender Offer Price in order for more shareholders of the Target to tender their shares into the Tender Offer.

(II) None of the analyses as to the corporate value of the Target, nor the analyses of the possibility of business cooperation between Fortress and the Target, as well as the economic effect, etc. of such cooperation, conducted by the Tender Offer before the commencement of the Tender Offer has changed.

(III) According to the “Notice of Position Statement (Approval) Regarding Tender Offer by Sapporo GK for the Shares of UNIZO Holdings Company, Limited” released by the Target on August 16, 2019, the value-per-share range of the Target Shares calculated by the discounted cash flow method by three (3) independent third-party valuation advisors (i.e., KPMG FAS Co., Ltd., ZECOO Partners Inc. and Benedi Consulting Co., Ltd.) is as follows:

KPMG FAS Co., Ltd.: JPY3,640 - JPY4,537 (Middle Price: JPY4,089)

ZECOO Partners Inc.: JPY3,680 – JPY4,420 (Middle Price: JPY4,050)

Benedi Consulting Co., Ltd.: JPY3,565 – JPY4,705 (Middle Price: JPY4,135)

(For reference: Average of three advisors): JPY3,628 – JPY4,554 (Middle Price: JPY4,091)

(Note) Although the share values per share of the Target Shares calculated by the Target’s independent valuation advisors based on some methods other than the discounted cash flow method are stated in the above-mentioned “Notice of Position Statement (Approval) Regarding Tender Offer by Sapporo GK for the Shares of UNIZO Holdings Company, Limited”, all of the valuation results based on such other methods are considered to be merely supplemental or referential value. Accordingly, in determining the change of the Tender Offer Price of this time, the value-per-share of the Target Shares based on any of such other methods was not taken into consideration. The same shall apply to (IV) below.

(IV) JPY4,100 is within the value-per-share range of the Target Shares having been calculated by each of the valuation advisors set out in (III) above, and exceeds the average price of the Middle Price (JPY4,091).

(V) While the closing price for Target Shares quoted on the First Section of the Tokyo Stock Exchange of the business day immediately preceding the day on which this Amendment to the TOB Registration Statement was filed was JPY4,950, the Tender Offeror views the sharp increase in the market price of the Target Shares to be merely temporary and that the current market price is not reflective of the objective value of the Target Shares mainly for the following reasons:

(i) According to the “Notice of Result of Analysis Regarding Third-Party Takeover Offer” announced by the Target on September 27, 2019 and October 10, 2019, respectively, after the commencement of the Tender Offer, the Target received acquisition proposals from The Blackstone Group (a fund operated or advised by Blackstone Singapore Pte. Ltd. or its affiliate; hereinafter referred to as “Blackstone”). Also, according to the “Notice Regarding Position Statement on Intent of Blackstone to Launch Tender Offer for Shares of UNIZO Holdings Company, Limited Subject to UNIZO Consent” announced by the Target on October 16, 2019, Blackstone posted on the website of PR TIMES its intention to commence a tender offer (the “Competing TOB”) for the Target’s Shares at JPY5,000 per share on the condition that the Target consent to the Competing TOB and that an agreement setting forth certain terms is entered into by and between Blackstone and the Target (Provided, however, that any specific timing of the commencement of the Competing TOB was not mentioned therein). We assume that due to such situations, expectations that the Competing TOB might be actually commence were placed on the market, at the proposed tender offer price announced by Blackstone, regardless of the fact that commencement of the Competing TOB was conditional and that no announcement was made as to the official decision on and the specific timing for the commencement of the Competing TOB.

(ii) According to the “Notice of Continuation of Discussions Pertaining to Takeover Offer by Blackstone for UNIZO Holdings Company, Limited” announced by the Target on November 7, 2019, Blackstone has not received the Target’s consent regarding the Competing TOB and that Blackstone and the Target have not entered into an agreement as of the date of such notice. Thereafter, as no additional announcement was made by the Target or Blackstone until the date of the filing of this Amendment to the TOB Registration Statement, to the best of the Tender Offeror’s knowledge, none of the conditions for the commencement of the Competing TOB set by Blackstone have been fulfilled as of the date of the filing of this Amendment to the TOB Registration Statement.

(iii) So far as the Tender Offeror is aware, the Competing TOB was not commenced and no announcement was made by Blackstone or the Target as to the official decision on, nor the specific timing for, the commencement of a Competing TOB as of the date of the filing of this Amendment to the TOB registration Statement. Therefore, so far as the Tender Offeror recognizes, it is still unclear whether or not any Competing TOB will actually be conducted.

(2) Background, Purpose and Decision-making Process Leading to Decision to Conduct Tender Offer and Management Policy Following Tender Offer

(I) Background, Purpose and Decision-making Process Leading to Decision to Conduct Tender Offer

(iii) Tender Offeror’s Consultation with Target, and the Decision-making Process of Tender Offeror, Etc.

<Before amendment>

<Omitted>

Thereafter, Fortress conducted further discussions and negotiations with the Target regarding the contents of the Fortress’ proposal. As a result, on August 14, 2019, Fortress made a conclusive and final proposal to set the purchase price per Target Share for the Tender Offer at JPY4,000 (hereinafter referred to as the “Tender Offer Price”) and to enter into the MOU to such effect as is set out in “(6) Matters Related to Important Agreements Concerning Tender Offer” below.

Then, after going through the final discussions with the Company regarding the execution of the Transaction, on August 16, 2019, the Tender Offeror decided to commence the Tender Offer with the Tender Offer Price being set at JPY4,000.

<After amendment>

<Omitted>

Thereafter, Fortress conducted further discussions and negotiations with the Target regarding the contents of the Fortress’ proposal. As a result, on August 14, 2019, Fortress made a conclusive and final proposal to set the purchase price per Target Share for the Tender Offer (before the 6th Change of Tender Offer Conditions) at JPY4,000 (hereinafter referred to as the “Tender Offer Price”) and to enter into the MOU to such effect as is set out in “(6) Matters Related to Important Agreements Concerning Tender Offer” below.

Then, after going through the final discussions with the Company regarding the execution of the Transaction, on August 16, 2019, the Tender Offeror decided to commence the Tender Offer with the Tender Offer Price (before the 6th Change of Tender Offer Conditions) being set at JPY4,000.

Furthermore, on November 15, 2019, the Tender Offeror decided to change the Tender Offer Price to JPY4,100 from JPY4,000, after careful thought taking into consideration the status of tenders by the Target’s shareholders for the Tender Offer and other factors from a comprehensive perspective.

(II) Target’s Decision-making Process and Rationale

<Before amendment>

<Omitted>

After that, the Target conducted additional discussions and negotiations with Fortress on the contents of Fortress’ proposal. As a result, on August 14, 2019, the Target received a conclusive and final proposal to set the Tender Offer Price at JPY4,000 and to enter into the MOU to such effect as is set out in “(6) Matters Related to Important Agreements Concerning Tender Offer” below.

<Omitted>

(v) Furthermore, the Tender Offer Price was determined after the Target went through a Market Check, confirmed with 16 potential bidders, selected four candidates and discussed and negotiated with them, and further discussed and negotiated with Fortress; the Tender Offer Price is the highest price among the prices proposed by said four candidates (noting that the same price was proposed by another candidate). As stated in “(I) Share Valuation Report Obtained by Target from Independent Valuation Advisors” of “(3) Measures to Ensure Fairness of Tender Offer Price and Measures to Avoid Conflicts of Interest, and Other Measures to Ensure Fairness of Tender Offer” below, the Tender Offer Price is within the range of share prices calculated by the discounted cash flow method (the “DCF Method”) as shown in the share price valuation reports (herein the “Share Price Valuation Reports”) obtained from KPMG FAS Co., Ltd. (hereinafter referred to as “KPMG”), ZECOO Partners Inc. (herein after referred to as “ZECOO”) and Benedi Consulting Co., Ltd. (herein after referred to as “Benedi”), all of which are share valuation advisors independent from the Target, H.I.S and the Tender Offeror. The Tender Offer Price is reasonable in light of the Target’s corporate value, taking into account its financial state, business results and the Med-term Business Plan. Further, the Tender Offer Price is deemed reasonable, taking into account that the Tender Offer Price represents a premium of 101.01% on JPY1,990, which was the closing price for Target Shares quoted on the First Section of the Tokyo Stock Exchange on July 9, 2019 (which was the business day immediately preceding the announcement of H.I.S Tender Offer) (rounded off to two decimal places; hereinafter the same in the calculation of the premium percentage to share price); a premium of 111.19% on JPY1,894, which was the simple average closing price for Target Shares over the one-month period ending on July 9, 2019 from June 10, 2019 (rounded off to the closest whole number; hereinafter the same in the calculation of the simple average closing price); a premium of 111.30% on JPY1,893, which was the simple average closing price for Target Shares over the three-month period ending on July 9, 2019 from April 10, 2019; and a premium of 99.80% on JPY2,002 yen, which was the simple average closing price over the six-month period ending on July 9, 2019 from January 10, 2019. In addition, an upper limit of shares to be tendered has not been established for the Tender Offer, and the Tender Offer guarantees an opportunity for sale at the Tender Offer Price of all Target Shares tendered, in the procedures to make the Target a wholly owned subsidiary of the Tender Offeror following the completion of the Tender Offer, Demand for Sale of Shares and Consolidation of Shares are planned, as stipulated in Companies Act Part II, Chapter 2, Section 4-2, in which the amount of money paid to shareholders that did not tender shares will be the same amount per share as the Tender Offer Price. Thus, as the Tender Offer is not coercive with respect to the Target’s shareholders and provides an equal opportunity to sell Target Shares, it is deemed to be highly fair.

Further, with respect to the Tender Offer, the Target came to the determination that, compared to the H.I.S. Tender Offer,

(a) the Tender Offer Price is more appropriate and is superior compared to the H.I.S. tender offer price;

(b) as stated in the Report of Notice of Position Statement and the Amendment thereto filed by the Target on July 23, 2019 and August 6, 2019, respectively, in the case of the H.I.S. Tender Offer, as the maximum number of shares to be purchased has been set and as a result, if H.I.S. becomes to hold such maximum number of Target Shares, H.I.S. would acquire the effective control over the Target, taking into consideration the ratio of holding of voting rights exercisable at the general meeting of shareholders of the Target, and therefore, the minority shareholders of the Target would bear risks caused by the management of the Target by H.I.S. On the contrary, in the case of the Tender Offer, a upper limit on the number of shares to be purchased has not been set, and thus opportunities to sell Target Shares at the Tender Offer Price are guaranteed in a fair manner for all the Tendered Shares without pressure to do so; and

(c) there is no risk that the Tender Offer would be to the detriment of the corporate value of the Target and instead the Tender Offer would contribute to the improvement of corporate value of the Target as mentioned above.

<Omitted>

<After amendment>

<Omitted>

After that, the Target conducted additional discussions and negotiations with Fortress on the contents of Fortress’ proposal. As a result, on August 14, 2019, the Target received a conclusive and final proposal to set the Tender Offer Price (before the 6th Change of Tender Offer Conditions) at JPY4,000 and to enter into the MOU to such effect as is set out in “(6) Matters Related to Important Agreements Concerning Tender Offer” below.

<Omitted>

(v) Furthermore, the Tender Offer Price (before the 6th Change of Tender Offer Conditions) was determined after the Target went through a Market Check, confirmed with 16 potential bidders, selected four candidates and discussed and negotiated with them, and further discussed and negotiated with Fortress; the Tender Offer Price is the highest price among the prices proposed by said four candidates (noting that the same price was proposed by another candidate). As stated in “(I) Share Valuation Report Obtained by Target from Independent Valuation Advisors” of “(3) Measures to Ensure Fairness of Tender Offer Price and Measures to Avoid Conflicts of Interest, and Other Measures to Ensure Fairness of Tender Offer” below, the Tender Offer Price (before the 6th Change of Tender Offer Conditions) is within the range of share prices calculated by the discounted cash flow method (the “DCF Method”) as shown in the share price valuation reports (herein the “Share Price Valuation Reports”) obtained from KPMG FAS Co., Ltd. (hereinafter referred to as “KPMG”), ZECOO Partners Inc. (herein after referred to as “ZECOO”) and Benedi Consulting Co., Ltd. (herein after referred to as “Benedi”), all of which are share valuation advisors independent from the Target, H.I.S and the Tender Offeror. The Tender Offer Price (before the 6th Change of Tender Offer Conditions) is reasonable in light of the Target’s corporate value, taking into account its financial state, business results and the Med-term Business Plan. Further, the Tender Offer Price is deemed reasonable, taking into account that the Tender Offer Price represents a premium of 101.01% on JPY1,990, which was the closing price for Target Shares quoted on the First Section of the Tokyo Stock Exchange on July 9, 2019 (which was the business day immediately preceding the announcement of H.I.S Tender Offer) (rounded off to two decimal places; hereinafter the same in the calculation of the premium percentage to share price); a premium of 111.19% on JPY1,894, which was the simple average closing price for Target Shares over the one-month period ending on July 9, 2019 from June 10, 2019 (rounded off to the closest whole number; hereinafter the same in the calculation of the simple average closing price); a premium of 111.30% on JPY1,893, which was the simple average closing price for Target Shares over the three-month period ending on July 9, 2019 from April 10, 2019; and a premium of 99.80% on JPY2,002 yen, which was the simple average closing price over the six-month period ending on July 9, 2019 from January 10, 2019. In addition, an upper limit of shares to be tendered has not been established for the Tender Offer, and the Tender Offer guarantees an opportunity for sale at the Tender Offer Price of all Target Shares tendered, in the procedures to make the Target a wholly owned subsidiary of the Tender Offeror following the completion of the Tender Offer, Demand for Sale of Shares and Consolidation of Shares are planned, as stipulated in Companies Act Part II, Chapter 2, Section 4-2, in which the amount of money paid to shareholders that did not tender shares will be the same amount per share as the Tender Offer Price. Thus, as the Tender Offer is not coercive with respect to the Target’s shareholders and provides an equal opportunity to sell Target Shares, it is deemed to be highly fair.

Further, with respect to the Tender Offer, the Target came to the determination that, compared to the H.I.S. Tender Offer,

(a) the Tender Offer Price (before the 6th Change of Tender Offer Conditions) is more appropriate and is superior compared to the H.I.S. tender offer price;

(b) as stated in the Report of Notice of Position Statement and the Amendment thereto filed by the Target on July 23, 2019 and August 6, 2019, respectively, in the case of the H.I.S. Tender Offer, as the maximum number of shares to be purchased has been set and as a result, if H.I.S. becomes to hold such maximum number of Target Shares, H.I.S. would acquire the effective control over the Target, taking into consideration the ratio of holding of voting rights exercisable at the general meeting of shareholders of the Target, and therefore, the minority shareholders of the Target would bear risks caused by the management of the Target by H.I.S. On the contrary, in the case of the Tender Offer, a upper limit on the number of shares to be purchased has not been set, and thus opportunities to sell Target Shares at the Tender Offer Price are guaranteed in a fair manner for all the Tendered Shares without pressure to do so; and

(c) there is no risk that the Tender Offer would be to the detriment of the corporate value of the Target and instead the Tender Offer would contribute to the improvement of corporate value of the Target as mentioned above.

<Omitted>

(3) Measures to Ensure Fairness of Tender Offer Price and Avoid Conflicts of Interest, and Other Measures to Ensure Fairness of Tender Offer

(I) Share Valuation Report Obtained by Target from Independent Valuation Advisors

<Before amendment>

<Omitted>

Also, in order to secure the fairness of the decision-making process of the board of directors of the Target, the Target decided to refer to each of the share valuation reports obtained from KPMG, ZECOO and Benedi in connection with its consideration of the Tender Offer Price in relation to Tender Offer as well, as each of KPMG, ZECOO and Benedi is a valuation advisor independent from not only H.I.S. and the Target but also from the Tender Offeror.

The Target has not obtained a fairness opinion regarding the fairness of the Tender Offer Price. None of KPMG, ZECOO and Benedi is a related party of the Target, the Tender Offeror or H.I.S. or has any material interest to be noted in the Tender Offer.

<Omitted>

<After amendment>

<Omitted>

Also, in order to secure the fairness of the decision-making process of the board of directors of the Target, the Target decided to refer to each of the share valuation reports obtained from KPMG, ZECOO and Benedi in connection with its consideration of the Tender Offer Price (before the 6th Change of Tender Offer Conditions) in relation to Tender Offer as well, as each of KPMG, ZECOO and Benedi is a valuation advisor independent from not only H.I.S. and the Target but also from the Tender Offeror.

The Target has not obtained a fairness opinion regarding the fairness of the Tender Offer Price (before the 6th Change of Tender Offer Conditions). None of KPMG, ZECOO and Benedi is a related party of the Target, the Tender Offeror or H.I.S. or has any material interest to be noted in the Tender Offer.

<Omitted>

(II) Consultation with Independent Special Committee by Target

<Before amendment>

<Omitted>

The Special Committee has appointed, on an individual basis, PwC Advisory LLC (hereinafter referred to as “PwC”), which was deemed to be independent from H.I.S. and the Target, as its advisor for the evaluation of stock value, independently from KPMG, ZECOO and Benedi which are Target Valuation Advisors, in order to verify the adequacy of the H.I.S. tender offer price in a more multifaceted manner. As part of the examinations and discussions mentioned above, the Special Committee verified the adequacy of the Tender Offer Price, taking into consideration, in relation to the Tender Offer as well, the advices concerning the evaluation of stock value having been received from PwC at the time of the H.I.S. Tender Offer.

<Omitted>

(c) Appropriateness of the Consideration to be Delivered through the Transactions to the Company’s Shareholders

Considering (i) as for the results of examining the value of the Target Shares by using DCF method, the Special Committee received the review report from PwC, which was independently retained by the Special Committee, that the per-share value of the Target Shares is within the range of JPY3,444 to JPY4,335 yen; (ii) the Tender Offer Price is higher than the medians of the valuation result by the DCF method in relation to the valuation result based on the Share Valuation Estimation Reports obtained from KPMG, ZECOO and Benedi, the Tender Offer Price represents a premium of 9.14% on the latest (August 14, 2019) closing price in the market, the Tender Offer Price was determined as a result of sincere and continuous discussions and negotiations between the Tender Offeror and the Target, which are independent parties, and the Tender Offer Price is 29.03 % greater than the H.I.S. Tender Offer Price, which is also independent party, it is recognized that the Tender Offer Price, namely the consideration to be delivered through the Transaction to the Target’s shareholders is appropriate.

<Omitted>

<After amendment>

<Omitted>

The Special Committee has appointed, on an individual basis, PwC Advisory LLC (hereinafter referred to as “PwC”), which was deemed to be independent from H.I.S. and the Target, as its advisor for the evaluation of stock value, independently from KPMG, ZECOO and Benedi which are Target Valuation Advisors, in order to verify the adequacy of the H.I.S. tender offer price in a more multifaceted manner. As part of the examinations and discussions mentioned above, the Special Committee verified the adequacy of the Tender Offer Price (before the 6th Change of Tender Offer Conditions), taking into consideration, in relation to the Tender Offer as well, the advices concerning the evaluation of stock value having been received from PwC at the time of the H.I.S. Tender Offer.

<Omitted>

(c) Appropriateness of the Consideration to be Delivered through the Transactions to the Company’s Shareholders

Considering (i) as for the results of examining the value of the Target Shares by using DCF method, the Special Committee received the review report from PwC, which was independently retained by the Special Committee, that the per-share value of the Target Shares is within the range of JPY3,444 to JPY4,335 yen; (ii) the Tender Offer Price (before the 6th Change of Tender Offer Conditions) is higher than the medians of the valuation result by the DCF method in relation to the valuation result based on the Share Valuation Estimation Reports obtained from KPMG, ZECOO and Benedi, the Tender Offer Price (before the 6th Change of Tender Offer Conditions) represents a premium of 9.14% on the latest (August 14, 2019) closing price in the market, the Tender Offer Price (before the 6th Change of Tender Offer Conditions) was determined as a result of sincere and continuous discussions and negotiations between the Tender Offeror and the Target, which are independent parties, and the Tender Offer Price (before the 6th Change of Tender Offer Conditions) is 29.03 % greater than the H.I.S. Tender Offer Price, which is also independent party, it is recognized that the Tender Offer Price (before the 6th Change of Tender Offer Conditions), namely the consideration to be delivered through the Transaction to the Target’s shareholders is appropriate.

<Omitted>

(V) Ensuring of Objective Circumstances to Secure Fairness of Tender Offer Price

<Before amendment>

According to the August 16 Press Release, following the announcement of the H.I.S. Tender Offer, the Target conducted market checks in order to improve corporate value of the Target and to secure interests of general shareholders through fair procedures, and confirmed with 16 potential bidders including Fortress, and then the Company selected four candidates and held discussions and negotiations. The Tender Offer Price was determined after conducting such Market Check as well as discussions and negotiations with Fortress. The Tender Offer Price also exceeds the H.I.S. Tender Offer Price by 900 yen.

In addition, the Tender Offeror set the period of the Tender Offer before the 1st Change of Tender Offer Conditions as 30 business days, even though the minimum tender offer period required under law is 20 business days (Please note that the tender offer period was extended to 34 business days after the 1st Change of Tender Offer Conditions, then to 41 business days after the 2nd Change of Tender Offer Conditions, to 51 business days after the 3rd Change of Tender Offer Conditions, to 56 business days after the 4th Change of Tender Offer Conditions , and thereafter, to 60 business days after the 5th Change of Tender Offer Conditions). We intend to ensure the fairness of the Tender Offer by having a comparatively long tender offer period in order to provide the shareholders of the Target with an appropriate opportunity to consider whether or not to apply for the Tender Offer, as well as to ensure that any party other than the Tender Offeror will have an opportunity to make a competing tender offer for Target Shares. Please note that the tender offer period was from August 19, 2019 (Monday) to October 7, 2019 (Monday) after the 1st Change of Tender Offer Conditions, but then changed to the period from August 19, 2019 (Monday) to October 17 (Thursday) after the 2nd Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to November 1 (Friday) after the 3rd Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to November 11 (Monday) after the 4th Change of Tender Offer Conditions , and thereafter, changed to the period from August 19, 2019 (Monday) to November 15 (Friday) after the 5th Change of Tender Offer Conditions.

<After amendment>

According to the August 16 Press Release, following the announcement of the H.I.S. Tender Offer, the Target conducted market checks in order to improve corporate value of the Target and to secure interests of general shareholders through fair procedures, and confirmed with 16 potential bidders including Fortress, and then the Company selected four candidates and held discussions and negotiations. The Tender Offer Price (before the 6th Change of Tender Offer Conditions) was determined after conducting such Market Check as well as discussions and negotiations with Fortress. The Tender Offer Price (before the 6th Change of Tender Offer Conditions) also exceeds the H.I.S. Tender Offer Price by 900 yen.

In addition, the Tender Offeror set the period of the Tender Offer before the 1st Change of Tender Offer Conditions as 30 business days, even though the minimum tender offer period required under law is 20 business days (Please note that the tender offer period was extended to 34 business days after the 1st Change of Tender Offer Conditions, then to 41 business days after the 2nd Change of Tender Offer Conditions, to 51 business days after the 3rd Change of Tender Offer Conditions, to 56 business days after the 4th Change of Tender Offer Conditions , to 60 business days after the 5th Change of Tender Offer Conditions , and thereafter, to 70 business days after the 6th Change of Tender Offer Conditions ). We intend to ensure the fairness of the Tender Offer by having a comparatively long tender offer period in order to provide the shareholders of the Target with an appropriate opportunity to consider whether or not to apply for the Tender Offer, as well as to ensure that any party other than the Tender Offeror will have an opportunity to make a competing tender offer for Target Shares. Please note that the tender offer period was from August 19, 2019 (Monday) to October 7, 2019 (Monday) after the 1st Change of Tender Offer Conditions, but then changed to the period from August 19, 2019 (Monday) to October 17 (Thursday) after the 2nd Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to November 1 (Friday) after the 3rd Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to November 11 (Monday) after the 4th Change of Tender Offer Conditions , changed to the period from August 19, 2019 (Monday) to November 15 (Friday) after the 5th Change of Tender Offer Conditions , and thereafter, changed to the period from August 19, 2019 (Monday) to November 29 (Friday) after the 6th Change of Tender Offer Conditions.

2. Outline of Tender Offer

(2) Schedule, Etc.

(II) Anticipated Tender Offer Period at the time of filing of the Notification

<Before amendment>

From August 19, 2019 (Monday) to November 15, 2019 (Friday) ( 60 business days)

<After amendment>

From August 19, 2019 (Monday) to November 29, 2019 (Friday) ( 70 business days)

(3) Price for Purchase, Etc.

<Before amendment>

JPY 4,000 per share of common shares

<After amendment>

JPY 4,100 per share of common shares

(4) Basis for Calculation, Etc. of Price for Purchase, Etc.

(I) Basis for Calculation

<Before amendment>

In determining the Tender Offer Price, the Tender Offeror has been proceeding with an analysis of the corporate value of the Target, by conducting due diligence on the status of its business, assets held by the Target, which consist mainly of real estate within and outside Japan, and its financial condition, etc. based on the financial information and other materials, etc. disclosed by the Target and has been analyzing whether or not to begin a business collaboration with the Target, as well as the economic effect, etc. if such collaboration were begun. Further, in light of the fact that Target Shares are traded on an exchange, the Tender Offeror also referred to (a) the closing price of Target Shares on the First Section of the Tokyo Stock Exchange of August 15, 2019, the business day preceding the date of announcement of the Tender Offer (JPY3,600), (b) the movement of the simple arithmetic average closing price for the recent one-month, three-month and six-month period up to such day (JPY3,463, JPY2,458 and JPY2,268), as well as (x) the closing price of Target Shares on the First Section of the Tokyo Stock Exchange of July 9, 2019, the business day preceding the date of announcement of the H.I.S. Tender Offer (JPY1,990), and (y) the movement of the simple arithmetic average closing price for the recent one-month, three-month and six-month period up to such day (JPY1,894, JPY1,893 and JPY2,002). In addition, the Tender Offeror referred to the tender offer price of the H.I.S. Tender Offer (JPY3,100), as well as the simple arithmetic average closing price of Target Shares on the First Section of the Tokyo Stock Exchange for the period from July 11, 2019, the business day following the date of announcement of the H.I.S. Tender Offer, to August 15, 2019, the business day preceding the date of announcement of the Tender Offer (JPY3,425). Furthermore, based on the results of the above-mentioned due diligence, market stock price trend and H.I.S. tender offer price, and comprehensively taking into consideration the likelihood of obtaining the Target’s acceptance of the Tender Otter and the prospects for successful completion of the Tender Offer, the Tender Offer Price was determined to be JPY4,000 on August 16, 2019, through consultations and negotiations with the Target.

Please note that because the Tender Offeror has ensured the fairness of the Tender Offer Price by determining such price by comprehensively taking into consideration various factors as to the stock value of the Target and through sincere consultations and negotiations with the Target, the Tender Offeror has not obtained a share valuation report from any third-party valuation advisor.

The Tender Offer Price of JPY4,000 represents (a) a premium of 11.11% with respect to JPY3,600, the closing price of Target Shares on the First Section of the Tokyo Stock Exchange on August 15, 2019, which was the business day preceding the date of announcement of the Tender Offer, (b) a premium of 15.51% with respect to JPY3,463, the simple arithmetic average closing price for the recent one-month period up to such day, (c) a premium of 62.73% with respect to JPY2,458, the simple arithmetic average closing price for the recent three-month period up to such day, and (d) a premium of 76.37% with respect to JPY2,268, the simple arithmetic average closing price for the recent six-month period up to such day, respectively. Also, the Tender Offer Price of JPY4,000 represents (a) a premium of 101.01% with respect to JPY1,990, the closing price of Target Shares on the First Section of the Tokyo Stock Exchange on July 9, 2019, which was the business day preceding the date of announcement of the H.I.S. Tender Offer, (b) a premium of 111.19% with respect to JPY1,894, the simple arithmetic average closing price for the recent one-month period up to such day, a premium of 111.30% on JPY1,893, the simple arithmetic average closing price for the recent three-month period up to such day, and (c) a premium of 99.80% with respect to JPY2,002, the simple arithmetic average closing price for the recent six-month period up to such day, respectively.

<After amendment>

In determining the Tender Offer Price (before the 6th Change of Tender Offer Conditions), the Tender Offeror has been proceeding with an analysis of the corporate value of the Target, by conducting due diligence on the status of its business, assets held by the Target, which consist mainly of real estate within and outside Japan, and its financial condition, etc. based on the financial information and other materials, etc. disclosed by the Target and has been analyzing whether or not to begin a business collaboration with the Target, as well as the economic effect, etc. if such collaboration were begun. Further, in light of the fact that Target Shares are traded on an exchange, the Tender Offeror also referred to (a) the closing price of Target Shares on the First Section of the Tokyo Stock Exchange of August 15, 2019, the business day preceding the date of announcement of the Tender Offer (JPY3,600), (b) the movement of the simple arithmetic average closing price for the recent one-month, three-month and six-month period up to such day (JPY3,463, JPY2,458 and JPY2,268), as well as (x) the closing price of Target Shares on the First Section of the Tokyo Stock Exchange of July 9, 2019, the business day preceding the date of announcement of the H.I.S. Tender Offer (JPY1,990), and (y) the movement of the simple arithmetic average closing price for the recent one-month, three-month and six-month period up to such day (JPY1,894, JPY1,893 and JPY2,002). In addition, the Tender Offeror referred to the tender offer price of the H.I.S. Tender Offer (JPY3,100), as well as the simple arithmetic average closing price of Target Shares on the First Section of the Tokyo Stock Exchange for the period from July 11, 2019, the business day following the date of announcement of the H.I.S. Tender Offer, to August 15, 2019, the business day preceding the date of announcement of the Tender Offer (JPY3,425). Furthermore, based on the results of the above-mentioned due diligence, market stock price trend and H.I.S. tender offer price, and comprehensively taking into consideration the likelihood of obtaining the Target’s acceptance of the Tender Otter and the prospects for successful completion of the Tender Offer, the Tender Offer Price (before the 6th Change of Tender Offer Conditions) was determined to be JPY4,000 on August 16, 2019, through consultations and negotiations with the Target.

Please note that because the Tender Offeror has ensured the fairness of the Tender Offer Price (before the 6th Change of Tender Offer Conditions) by determining such price by comprehensively taking into consideration various factors as to the stock value of the Target and through sincere consultations and negotiations with the Target, the Tender Offeror has not obtained a share valuation report from any third-party valuation advisor.

After that, while having commenced the Tender Offer on August 19, 2019, the Tender Offeror has been carefully considering various factors, including the status of tenders by the Target’s shareholders for the Tender Offer, the existence of proposals made to the Target by third parties other than the Tender Offeror, the most recent market price of the Target Shares and the share value calculated by the Target’s independent valuation advisors, from a comprehensive perspective (For specific circumstances, please refer to the following descriptions), and on November 15, 2019, it was decided to change the Tender Offer Price to JPY4,100 from JPY4,000. An outline of the factors considered by the Tender Offeror before its determination to change the Tender Offer Price is as follows:

(I) Tender Offeror continues to seek a successful completion of the Tender Offer and, taking into consideration the status of tenders by the Target’s shareholders for the Tender Offer, it is necessary to increase the Tender Offer Price in order for more shareholders of the Target to tender their shares into the Tender Offer.

(II) None of the analyses as to the corporate value of the Target, nor the analyses of the possibility of business cooperation between Fortress and the Target, as well as the economic effect, etc. of such cooperation, conducted by the Tender Offer before the commencement of the Tender Offer has changed.

(III) According to the “Notice of Position Statement (Approval) Regarding Tender Offer by Sapporo GK for the Shares of UNIZO Holdings Company, Limited” released by the Target on August 16, 2019, the value-per-share range of the Target Shares calculated by the discounted cash flow method by three (3) independent third-party valuation advisors (i.e., KPMG FAS Co., Ltd., ZECOO Partners Inc. and Benedi Consulting Co., Ltd.) is as follows:

KPMG FAS Co., Ltd.: JPY3,640 - JPY4,537 (Middle Price: JPY4,089)

ZECOO Partners Inc.: JPY3,680 – JPY4,420 (Middle Price: JPY4,050)

Benedi Consulting Co., Ltd.: JPY3,565 – JPY4,705 (Middle Price: JPY4,135)

(For reference: Average of three advisors): JPY3,628 – JPY4,554 (Middle Price: JPY4,091)

(Note) Although the share values per share of the Target Shares calculated by the Target’s independent valuation advisors based on some methods other than the discounted cash flow method are stated in the above-mentioned “Notice of Position Statement (Approval) Regarding Tender Offer by Sapporo GK for the Shares of UNIZO Holdings Company, Limited”, all of the valuation results based on such other methods are considered to be merely supplemental or referential value. Accordingly, in determining the change of the Tender Offer Price of this time, the value-per-share of the Target Shares based on any of such other methods was not taken into consideration. The same shall apply to (IV) below.

(IV) JPY4,100 is within the value-per-share range of the Target Shares having been calculated by each of the valuation advisors set out in (III) above, and exceeds the average price of the Middle Price (JPY4,091).

(V) While the closing price for Target Shares quoted on the First Section of the Tokyo Stock Exchange of the business day immediately preceding the day on which this Amendment to the TOB Registration Statement was filed was JPY4,950, the Tender Offeror views the sharp increase in the market price of the Target Shares to be merely temporary and that the current market price is not reflective of the objective value of the Target Shares mainly for the following reasons:

(i) According to the “Notice of Result of Analysis Regarding Third-Party Takeover Offer” announced by the Target on September 27, 2019 and October 10, 2019, respectively, after the commencement of the Tender Offer, the Target received acquisition proposals from The Blackstone Group (a fund operated or advised by Blackstone Singapore Pte. Ltd. or its affiliate; hereinafter referred to as “Blackstone”). Also, according to the “Notice Regarding Position Statement on Intent of Blackstone to Launch Tender Offer for Shares of UNIZO Holdings Company, Limited Subject to UNIZO Consent” announced by the Target on October 16, 2019, Blackstone posted on the website of PR TIMES its intention to commence a tender offer (the “Competing TOB”) for the Target’s Shares at JPY5,000 per share on the condition that the Target consent to the Competing TOB and that an agreement setting forth certain terms is entered into by and between Blackstone and the Target (Provided, however, that any specific timing of the commencement of the Competing TOB was not mentioned therein). We assume that due to such situations, expectations that the Competing TOB might be actually commence were placed on the market, at the proposed tender offer price announced by Blackstone, regardless of the fact that commencement of the Competing TOB was conditional and that no announcement was made as to the official decision on and the specific timing for the commencement of the Competing TOB.

(ii) According to the “Notice of Continuation of Discussions Pertaining to Takeover Offer by Blackstone for UNIZO Holdings Company, Limited” announced by the Target on November 7, 2019, Blackstone has not received the Target’s consent regarding the Competing TOB and that Blackstone and the Target have not entered into an agreement as of the date of such notice. Thereafter, as no additional announcement was made by the Target or Blackstone until the date of the filing of this Amendment to the TOB Registration Statement, to the best of the Tender Offeror’s knowledge, none of the conditions for the commencement of the Competing TOB set by Blackstone have been fulfilled as of the date of the filing of this Amendment to the TOB Registration Statement.

(iii) So far as the Tender Offeror is aware, the Competing TOB was not commenced and no announcement was made by Blackstone or the Target as to the official decision on, nor the specific timing for, the commencement of a Competing TOB as of the date of the filing of this Amendment to the TOB registration Statement. Therefore, so far as the Tender Offeror recognizes, it is still unclear whether or not any Competing TOB will actually be conducted.

The Tender Offer Price (before the 6th Change of Tender Offer Conditions) of JPY4,000 represents (a) a premium of 11.11% with respect to JPY3,600, the closing price of Target Shares on the First Section of the Tokyo Stock Exchange on August 15, 2019, which was the business day preceding the date of announcement of the Tender Offer, (b) a premium of 15.51% with respect to JPY3,463, the simple arithmetic average closing price for the recent one-month period up to such day, (c) a premium of 62.73% with respect to JPY2,458, the simple arithmetic average closing price for the recent three-month period up to such day, and (d) a premium of 76.37% with respect to JPY2,268, the simple arithmetic average closing price for the recent six-month period up to such day, respectively. Also, the Tender Offer Price (before the 6th Change of Tender Offer Conditions) of JPY4,000 represents (a) a premium of 101.01% with respect to JPY1,990, the closing price of Target Shares on the First Section of the Tokyo Stock Exchange on July 9, 2019, which was the business day preceding the date of announcement of the H.I.S. Tender Offer, (b) a premium of 111.19% with respect to JPY1,894, the simple arithmetic average closing price for the recent one-month period up to such day, a premium of 111.30% on JPY1,893, the simple arithmetic average closing price for the recent three-month period up to such day, and (c) a premium of 99.80% with respect to JPY2,002, the simple arithmetic average closing price for the recent six-month period up to such day, respectively.

On the other hand, the Tender Offer Price after the 6th Change of Tender Offer Conditions of JPY4,100 represents (a) a premium of 13.89% with respect to JPY3,600, the closing price of Target Shares on the First Section of the Tokyo Stock Exchange on August 15, 2019, which was the business day preceding the date of announcement of the Tender Offer by the Tender Offeror, (b) a premium of 18.39% with respect to JPY3,463, the simple arithmetic average closing price for the recent one-month period up to such day, (c) a premium of 66.80% on JPY2,458, the simple arithmetic average closing price for the recent three-month period up to such day, and (d) a premium of 80.78% with respect to JPY2,268, the simple arithmetic average closing price for the recent six-month period up to such day, respectively.

In addition, the Tender Offer Price after the 6th Change of Tender Offer Conditions of JPY4,100 represents a discounted price by 1.56% from the closing price (JPY4,165) of the Target Shares on the First Section of the Tokyo Stock Exchange on August 16, 2019, which was the business day preceding the date of the filing of the TOB Registration Statement, and a discounted price by 17.17% from the closing price (JPY4,950) of the Target Shares on the First Section of the Tokyo Stock Exchange on November 14, 2019, which was the business day preceding the date of the filing of the Amendment to the TOB Registration Statement.

Please note that in determining the 6th Change of Tender Offer Conditions, the Tender Offeror has not obtained a new share price valuation report concerning the share value of the Target Shares.

(II) Background of Calculation

<Before amendment>

(Circumstances leading to Determination of the Tender Offer Price)

After the announcement of the H.I.S. Tender Offeror for Target Shares by H.I.S. on July 10, 2019, on July 19, Fortress was approached by the Target, through a financial advisor appointed by the Target, as to the possibility of making an offer for the acquisition of Target Shares and Fortress began considering making such an offer.

Subsequently, Fortress has been proceeding with an analysis of the corporate value of the Target, by conducting due diligence during the period until August 10, 2019, the date on which Fortress made a first offer for acquisition to the Target as mentioned below, on the status of the business, assets held by the Target, which consist mainly of real estate within and outside Japan and its financial condition, etc. based on the financial information and other materials, etc. disclosed by Target and has been analyzing whether or not to begin a business collaboration with the Target, as well as the economic effect, etc. if such collaboration were begun, and has been conducting discussions and negotiations with the Target. In parallel with such analyses, Fortress has held discussions with the Target on several occasions up to August 10, 2019 regarding the Target’s business challenges, medium- to long-term growth strategy and various measures aiming at improvement of corporate value of Target, as well as the terms and conditions of the Transaction including the Tender Offer Price, while conducting its analysis of the corporate value of the Target. After the foregoing analysis and discussions, Fortress decided to make an official offer to the Target for acquisition using the Tender Offeror as the purchaser and on August 10, 2019, Fortress made a first proposal to the Target that it would implement the Transaction under which it would commence the Tender Offer to acquire all Target Shares and would make the Target a wholly owned subsidiary of the Tender Offeror. After that, Fortress further conducted discussions and negotiations with the Target on the contents of the Fortress’ proposal, and on August 14, 2019, Fortress made a conclusive and final proposal to set the Tender Offer Price at JPY4,000 and to execute the MOU. Accordingly, following final discussions with Target to implement the Transaction, on August 16, 2019, the Tender Offeror decided to commence the Tender Offer with the Tender Offer Price of JPY4,000.

<Omitted>

<After amendment>

(Circumstances leading to Determination of the Tender Offer Price)

After the announcement of the H.I.S. Tender Offeror for Target Shares by H.I.S. on July 10, 2019, on July 19, Fortress was approached by the Target, through a financial advisor appointed by the Target, as to the possibility of making an offer for the acquisition of Target Shares and Fortress began considering making such an offer.

Subsequently, Fortress has been proceeding with an analysis of the corporate value of the Target, by conducting due diligence during the period until August 10, 2019, the date on which Fortress made a first offer for acquisition to the Target as mentioned below, on the status of the business, assets held by the Target, which consist mainly of real estate within and outside Japan and its financial condition, etc. based on the financial information and other materials, etc. disclosed by Target and has been analyzing whether or not to begin a business collaboration with the Target, as well as the economic effect, etc. if such collaboration were begun, and has been conducting discussions and negotiations with the Target. In parallel with such analyses, Fortress has held discussions with the Target on several occasions up to August 10, 2019 regarding the Target’s business challenges, medium- to long-term growth strategy and various measures aiming at improvement of corporate value of Target, as well as the terms and conditions of the Transaction including the Tender Offer Price, while conducting its analysis of the corporate value of the Target. After the foregoing analysis and discussions, Fortress decided to make an official offer to the Target for acquisition using the Tender Offeror as the purchaser and on August 10, 2019, Fortress made a first proposal to the Target that it would implement the Transaction under which it would commence the Tender Offer to acquire all Target Shares and would make the Target a wholly owned subsidiary of the Tender Offeror. After that, Fortress further conducted discussions and negotiations with the Target on the contents of the Fortress’ proposal, and on August 14, 2019, Fortress made a conclusive and final proposal to set the Tender Offer Price (before the 6th Change of Tender Offer Conditions) at JPY4,000 and to execute the MOU. Accordingly, following final discussions with Target to implement the Transaction, on August 16, 2019, the Tender Offeror decided to commence the Tender Offer with the Tender Offer Price (before the 6th Change of Tender Offer Conditions) of JPY4,000.

After that, while having commenced the Tender Offer on August 19, 2019, the Tender Offeror has been carefully considering various factors, including the status of tenders by the Target’s shareholders for the Tender Offer, the existence of proposals made to the Target by third parties other than the Tender Offeror, the most recent market price of the Target Shares and the share value calculated by the Target’s independent valuation advisors, from a comprehensive perspective (For specific circumstances, please refer to the following descriptions), and on November 15, 2019, it was decided to change the Tender Offer Price to JPY4,100 from JPY4,000.

<Omitted>

<Before amendment>

(7) Purchase Price: JPY 136,881,180,000

(Note) “Purchase Price” is the number calculated by multiplying the number of shares planned to be purchased in Tender Offer (34,220,295 shares) by the purchase price per share (JPY 4,000 ).

<After amendment>

(7) Purchase Price: JPY 140,303,209,500

(Note) “Purchase Price” is the number calculated by multiplying the number of shares planned to be purchased in Tender Offer (34,220,295 shares) by the purchase price per share (JPY 4,100 ).

(8) Settlement Method

(II) Commencement Date of Settlement

<Before amendment>

November 22, 2019 (Friday)

<After amendment>

December 6, 2019 (Friday)

End

 

- This press release is made for the purpose of publicly announcing the Tender Offer and not for the purpose of soliciting an offer to sell nor offering to purchase any securities in the Tender Offer. Any shareholder who intends to apply for the sale, etc. of any securities should make sure to act at its own discretion after reviewing the Tender Offer Explanation Statement as to the Tender Offer. This press release does not constitute a solicitation of sale of, or an offer for purchase of, any securities, nor a part thereof, and neither this press release (or a part thereof) nor the delivery thereof shall provide a basis for any agreement for the Tender Offer and may be relied upon for executing any such agreement.

 

- The Tender Offer is conducted to purchase common stock of the Target, a corporation incorporated in Japan. Although the Tender Offer will be conducted in accordance with the procedures and information disclosure standards prescribed in the Financial Instruments and Exchange Act, these procedures and standards may differ from the procedures and standards in the United States. In particular, Sections 13(e) and 14(d) of the U.S. Securities Exchange Act of 1934, as amended, and the rules prescribed thereunder do not apply to the Tender Offer, and the Tender Offer does not confirm to those procedures and standards. All of the financial information contained in this press release is based on Japanese accounting standard, not U.S. accounting standards, and may not necessarily be comparable to financial information based on U.S. accounting standards. Further, it may be difficult to enforce any right or demand arising under U.S. federal securities laws, because both of the Tender Offeror and the Target are incorporated outside the United States and none of its officers are U.S. residents. It may be impossible to sue a company outside the United States and its officers in a non-U.S. court for a violation of the U.S. Securities laws. Furthermore, there is no guarantee that one would be able to compel a company outside the United States or its subsidiaries and affiliated parties to subject themselves to the jurisdiction of a U.S. court.

 

- Unless otherwise specified, all procedures relating to the Tender Offer shall be conducted in Japanese language. If some of the documents relating to the Tender Offer are prepared in English language and if there is any inconsistency between the English version and the Japanese version, the Japanese version shall prevail.

 

- This press release contains “forward-looking statements” as defined in Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934. Known or unknown risks, uncertainties and other factors could cause actual results to substantially differ from the projections and other matters expressly or impliedly set forth herein as “forward-looking statements.” Neither the Tender Offeror nor the Target, nor any of their respective affiliated parties, assumes that such express or implied projections, etc. set forth herein as “forward-looking statements” will eventually prove to be correct. The “forward-looking statements” contained in this press release have been prepared based on the information held by the Tender Offeror and the Target as of the date hereof and, unless otherwise required under applicable laws and regulations, neither the Tender Offeror nor the Target, nor any of their respective affiliated parties, assumes any obligation to update or revise this press release to reflect any future events or circumstances.

 

- There is a possibility that the Tender Offeror, any of the Target’s financial advisors or the tender offer agent (including their respective related parties) may conduct purchases of common stock of the Target not under the Tender Offer for its or their own account or on the account of its or their clients, or may take any action toward such purchase, prior to the commencement of the Tender Offer or during the tender offer period, in the ordinary course of business in accordance with the requirements under Article 5(b) of Rule 14(e) of the U.S. Securities Exchange Act of 1934, to such extent as is permitted by Japanese legislation related to financial instruments transactions and other applicable laws and regulations.

 

View source version on businesswire.com:https://www.businesswire.com/news/home/20191115005448/en/

CONTACT: Media Relations: Ai Saito, Kekst CNC

Tel: +81-3-5156-0189 or +81-80-4818-4822

E-mail:ai.saito@kekstcnc.com

KEYWORD: JAPAN ASIA PACIFIC

INDUSTRY KEYWORD: BANKING PROFESSIONAL SERVICES FINANCE

SOURCE: Sapporo GK

Copyright Business Wire 2019.

PUB: 11/15/2019 01:40 PM/DISC: 11/15/2019 01:40 PM

http://www.businesswire.com/news/home/20191115005448/en