Press Release

Announcement Regarding Tender Offer for Shares of UNIZO #4

Company Release - 10/25/2019 12:06 PM EDT

TOKYO--(BUSINESS WIRE)--Sapporo GK:

October 25, 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 and October 17, 2019, respectively), as follows:

Particulars:

Portions to be amended are underlined.

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

(1) Overview of the Tender Offer

Separately, in the September 27 Press Release, the Target expressed concerns regarding the maintenance of employment and working conditions of the employees of the Target. However, as described in the section titled “(6) Matters concerning important agreements pertaining to this public tender purchase,” Fortress has already specifically agreed with the Target in the MOU to maintain the employment of employees of the Target, employed at the time that the MOU was signed, with working conditions at a level equivalent or superior to levels at the time the MOU was signed. During the discussions and negotiations with the Target, at no time did Fortress indicate any intention to change its plans to maintain the employment and working conditions of the Target’s employees in accordance with the MOU.

Further, on October 17, 2019, the Tender Offeror decided to extend the tender offer period to November 1, 2019 (hereinafter referred to as the “3rd Change of Tender Offer Conditions”), after careful thought taking into consideration the movement of the share prices of the Target after the commencement of the Tender Offer, the status of application by the Target’s shareholders for the Tender Offer and the prospects of the application to be made hereafter and other factors from a comprehensive perspective.

According to “Notice of Position Statement (Withholding of Opinion) Regarding Tender Offer by Sapporo GK for UNIZO Holdings Company, Limited Stock” (hereinafter referred to as the “October 21 Press Release”) made by the Target on October 21, 2019, the Target resolved at the Board of Directors meeting on October 21, 2019 to again withhold its opinion regarding the Tender Offer by the Tender Offeror and regarding whether or not the Target recommends that shareholders tender their shared in the Tender Offer, and to continue discussions with Fortress.

For details of the above-mentioned Board of Directors meeting of the Target and the background therefor, please refer to the October 21 Press Release.

Furthermore, as it became necessary for the Tender Offeror to file the Amendment to the Tender Offer Registration Statement due to the re-announcement of the Target’s opinion as to the Tender Offer, the tender offer period was determined to be extended to November 11, 2019, which is the day when the period of ten (10) business days will have elapsed counting from October 25, 2019 on which said Amendment was filed, pursuant to applicable laws and regulations (hereinafter referred to as the “4th Change of Tender Offer Conditions”).

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

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

Thereafter, the Target resolved, at the meeting of its board of directors held on September 27, 2019, to withdraw the position to approve the Tender Offer and the opinion to recommend that all shareholders tender their shares in the Tender Offer, and to withhold its position regarding the Tender Offer and the opinion on whether or not to recommend each shareholder to tender its shares in the Tender Offer. For details, please refer to the September 27 Press Release.

Further, the Target resolved at the Board of Directors meeting on October 21, 2019 to again withhold its opinion regarding the Tender Offer by the Tender Offeror and regarding whether or not the Target recommends that shareholders tender their shared in the Tender Offer, and to continue discussions with Fortress. For details, please refer to the October 21 Press Release.

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

(II) Consultation with Independent Special Committee by Target

According to the September 27 Press Release, thereafter, the Target re-consulted with the Special Committee on September 26, 2019 regarding the appropriateness to withdraw the position to approve the Tender Offer and the opinion to recommend that all shareholders tender their shares in the Tender Offer, and to withhold its position regarding the Tender Offer and the opinion on whether or not to recommend each shareholder to tender its shares in the Tender Offer. Then, after careful discussion and examination of the consulted matters, on September 27, 2019 the Special Committee submitted to the Target the findings report dated September 27, 2019 stating that, among other things, the Special Committee considers it necessary to carefully re-examine whether the execution of the Transaction would contribute to a further increase of the common interest of shareholders and the Target’s corporate value, and whether it is appropriate to withdraw its approval of the Tender Offer and its recommendation that all shareholders tender their shares in the Tender Offer, and whether to withhold its position regarding the Tender Offer and the opinion on whether to recommend that each shareholder to tender its shares in the Tender Offer. For details, please refer to the September 27 Press Release.

In addition, according to the October 21 Press Release, the Target again consulted with the Special Committee on October 20, 2019 about the appropriateness of again withholding its opinion regarding the Tender Offer and regarding whether or not the Target should recommend that shareholders tender their shares in the Tender Offer. Then, after careful discussion and examination of the consulted matters, the Special Committee submitted its report to the Target on October 20, 2019, summarized as follows: “As it is necessary to carefully examine whether the execution of the transactions would contribute to a further increase in the common interest of shareholders and the corporate value of the Target, we think it would be appropriate to again withhold an opinion regarding the Tender Offer and whether or not to recommend that shareholders tender their shares in the Tender Offer, and to continue discussions with Fortress”. For details, please refer to the October 21 Press Release.

(IV) Approval of All Directors and Opinions Stating that No Objection was Made by Audit & Supervisory Board Members of Target

Further, it was announced that all five Audit & Supervisory Board Members of the Target attended such meeting of the board of directors, and expressed their positions that there is no objection to the board of directors’ resolution to withdraw its approval of the Tender Offer and recommendation that all shareholders tender their shares in the Tender Offer, the reservation of its position regarding the Tender Offer and the withholding of its opinion on whether to recommend that each shareholder tender its shares in the Tender Offer. For details, please refer to the September 27 Press Release.

Further, it was announced that (i) four Audit & Supervisory Board Members of the Target attended such meeting of the board of directors, and expressed their positions that there is no objection to the board of directors’ resolution to withdraw its approval of the Tender Offer and recommendation that all shareholders tender their shares in the Tender Offer, the reservation of its position regarding the Tender Offer and the withholding of its opinion on whether to recommend that each shareholder tender its shares in the Tender Offer; and (ii) regarding the one Audit & Supervisory Board Member who was unable to attend the Board meeting, the Target was able to confirm that this member, upon receiving explanation about the meeting’s topics prior to the meeting, expressed his opinion that he also has no objections to the Board’s resolutions as above. For details, please refer to the September 27 Press Release and “(Revision) Regarding Partial Revision to September 27, 2019 Release “Notice of Position Statement (Withholding of Opinion) Regarding Tender Offer by Sapporo GK for UNIZO Holdings Company, Limited Stock” announced by the Target on October 21, 2019.

According to the October 21 Press Release, the Target unanimously resolved at the Board of Directors meeting on October 21, 2019 to again withhold its opinion regarding the Tender Offer by the Tender Offeror and regarding whether or not the Target recommends that shareholders tender their shared in the Tender Offer, and to continue discussions with Fortress.

It was also announced that the Target has confirmed that all five Audit & Supervisory Board Members have expressed their opinions that they have no objection to the Target again withholding its opinion regarding the Tender Offer by the Tender Offeror and regarding whether or not the Target recommends that shareholders tender their shares in the Tender Offer, and continuing discussions with Fortress.

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

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, and thereafter, to 51 business days after the 3rd 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, and thereafter, changed to the period from August 19, 2019 (Monday) to November 1 (Friday) after the 3rd Change of Tender Offer Conditions.

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, and to 51 business days after the 3rd Change of Tender Offer Conditions), and thereafter, to 56 business days after the 4th 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, and changed to the period from August 19, 2019 (Monday) to November 1 (Friday) after the 3rd Change of Tender Offer Conditions, and thereafter, changed to the period from August 19, 2019 (Monday) to November 11 (Monday) after the 4th 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

From August 19, 2019 (Monday) to November 1, 2019 (Friday) (51 business days)

From August 19, 2019 (Monday) to November 11, 2019 (Monday) (56 business days)

(8) Settlement Method

(II) Commencement Date of Settlement

November 11, 2019 (Monday)

November 18, 2019 (Monday)

4. Others

(1) Agreements Between Tender Offeror and Target or its Officers and Details Thereof

(I) Agreements Between Tender Offeror and Target and Details Thereof

According to the August 16 Press Release, at the meeting of its board of directors held on August 16, 2019, the Target adopted a resolution to support the Tender Offer and to recommend that shareholders holding Target Shares tender their shares in the Tender Offer. For details of the resolution of such meeting of the board of directors of the Target held on August 16, 2019, please refer to the August 16 Press Release, as well as “(IV) Approval of All Directors and Opinions Stating that No Objection was Made by Audit & Supervisory Board Members of Target” of “(3) Measures to Ensure Fairness of Tender Offer Prices and Avoid Conflicts of Interest, and Other Measures to Ensure Fairness of Tender Offer” of “1. Purpose, Etc. of Tender Offer, Etc.” above. In addition, according to the September 27 Press Release, the Target resolved, at the meeting of its board of directors held on September 27, 2019, to withdraw its approval of the Tender Offer and its recommendation that all shareholders tender their shares in the Tender Offer, and that the Target was reserving its position regarding the Tender Offer and withholdings its opinion on whether to recommend each shareholder tender its shares in the Tender Offer. For details of the resolution of such meeting of the board of directors of the Target held on September 27, 2019, please refer to the September 27 Press Release.

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.

Contacts

Media Relations:
Ai Saito, Kekst CNC
Tel: +81-3-5156-0189 or +81-80-4818-4822
E-mail: ai.saito@kekstcnc.com