Press Release

Announcement Regarding Tender Offer for Shares of UNIZO #9

Company Release - 12/30/2019 10:35 AM EST

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

(Translation)

December 27, 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
Contact for Media Relations: Ai Saito, Kekst CNC
Tel: +81-3-5156-0189 or +81-80-4818-4822
E-mail: ai.saito@kekstcnc.com

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, November 11, 2019, November 15, 2019, November 29, 2019, December 13, 2019 and December 18, 2019, respectively), as follows:

Particulars:

Portions to be amended are underlined.

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

(1) Overview of the Tender Offer

Taking into consideration the facts stated above, in the opinion of the Tender Offeror, the recent situations concerning the discussions between Blackstone and the Target and other matters, which were disclosed in the December 12 Blackstone Release and the following December 13 Press Release, would be material information for the Target’s shareholders in deciding whether or not to tender their shares into the Tender Offer and would fall under the “occurrence of material facts relating to the matters required to be stated in the TOB Registration Statement” and, therefore, the Tender Offeror, pursuant to applicable laws and regulations, filed this Amendment to the TOB Registration Statement to the Director-General of the Kanto Local Finance Bureau and, accordingly, the tender offer period was extended to January 8, 2020, which is the last day of the ten (10) business day period following December 18, 2019, the date on which such Amendment was filed (hereinafter referred to as the “9th Change of Tender Offer Conditions”).

After that, according to a press release titled “Notice of Position Statement (Opposition) Regarding Tender Offer by Sapporo GK for UNIZO Holdings Company, Limited Stock” released by the Target on December 22, 2019 (hereinafter referred to as the “December 22 Press Release”), the Target resolved at a Board of Directors meeting held on the same day to express an opinion to oppose the Tender Offer by the Tender Offeror.

In addition, according to a press release titled “Notice Concerning Commencement of Tender Offer by Chitocea Investment Co., Ltd. for the Shares of UNIZO Holdings Company, Limited (Securities Code: 3258)” released by the Target on December 22, 2019, Chitocea Investment Co., Ltd. (hereinafter referred to as “Chitocea”) has decided on the same day to acquire the shares of the Target by means of a tender offer; and according to the press release titled “Notice of Position Statement (Approval) Regarding Tender Offer by Chitocea Investment Co., Ltd. for UNIZO Holdings Company, Limited Stock” released by the Target on the same day (hereinafter referred to as the “Press Release for Approval of Chitocea TOB”), the Target has resolved at a Board of Directors meeting held on such day to approve the tender offer for the common shares of the Target by Chitocea (hereinafter referred to as the “Chitocea TOB”) and to recommend to shareholders that they tender their shares in the Chitocea TOB. Furthermore, according to the press release titled “Regarding Results of Discussions with Candidate Sponsors Pertaining to Tender Offer” released by the Target on December 22, 2019 (hereinafter referred to as the “Press Release Concerning Discussion Results”), the Board of Directors of the Target resolved on December 22, 2019 to terminate all discussions on acquisition proposals other than the Chitocea TOB pursuant to a tender offer agreement dated as of the same day between Chitocea and the Target.

For details of the Board of Directors meeting of the Target held on December 22, 2019, please refer to the December 22 Press Release, the Press Release for Approval of Chitocea TOB and the Press Release Concerning Discussion Results.

As such, the Target resolved at a Board Directors meeting held on September 27, 2019 to withhold its opinion regarding the Tender Offer conducted by the Tender Offeror and whether or not to apply to the Tender Offer, and thereafter resolved at a Board of Directors meeting held on December 22, 2019 (i) to approve the Chitocea TOB and to recommend to shareholders that they tender their shares in such tender offer; and also (ii) to express an opinion to oppose the Tender Offer by the Tender Offeror.

The Tender Offeror considers that the facts announced by the Target, as mentioned above, would be material information for the shareholders of the Target to decide whether or not to tender their shares into the Tender Offer and would fall under the “occurrence of material facts relating to the matters required to be stated in the TOB Registration Statement”, and therefore, the Tender Offeror, pursuant to applicable laws and regulations, filed this Amendment to the TOB Registration Statement to the Director-General of the Kanto Local Finance Bureau and, accordingly, the tender offer period was extended to January 20, 2020, which is the last day of the ten (10) business day period following December 27, 2019, the date on which such Amendment was filed (hereinafter referred to as the “10th 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

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.

Thereafter, the Target resolved at a Board of Directors meeting held on December 22, 2019 to express an opinion to oppose the Tender Offer by the Tender Offeror. For details, please refer to the December 22 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

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.

According to the December 22 Press Release, on December 21, 2019, the Target consulted with the Special Committee about whether it would be appropriate to express an opinion of opposing to the Tender Offer, and on December 22, 2019, the Special Committee submitted a report to the effect that it would be appropriate to do so.

(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, 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, to 70 business days after the 6th Change of Tender Offer Conditions, to 80 business days after the 7th Change of Tender Offer Conditions, to 90 business days after the 8th Change of Tender Offer Conditions, and thereafter, to 93 business days after the 9th 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, changed to the period from August 19, 2019 (Monday) to November 29 (Friday) after the 6th Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to December 13 (Friday) after the 7th Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to December 27, 2019 (Friday) after the 8th Change of Tender Offer Conditions, and thereafter, changed to the period from August 19, 2019 (Monday) to January 8, 2020 (Wednesday) after the 9th 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, 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, to 70 business days after the 6th Change of Tender Offer Conditions, to 80 business days after the 7th Change of Tender Offer Conditions, to 90 business days after the 8th Change of Tender Offer Conditions, to 93 business days after the 9th Change of Tender Offer Conditions, and thereafter, to 100 business days after the 10th 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, changed to the period from August 19, 2019 (Monday) to November 29 (Friday) after the 6th Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to December 13 (Friday) after the 7th Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to December 27, 2019 (Friday) after the 8th Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to January 8, 2020 (Wednesday) after the 9th Change of Tender Offer Conditions, and thereafter, changed to the period from August 19, 2019 (Monday) to January 20, 2020 (Monday) after the 10th Change of Tender Offer Conditions.

(6) Matters Related to Important Agreements Concerning Tender Offer

Fortress Japan Investment Holdings LLC (hereinafter referred to as “FJIH”), an affiliated entity of FIG, entered into a memorandum of understanding for Tender Offer (hereinafter referred to as the “MOU”) with the Target effective as of August 16, 2019 and thereby agreed on the commencement of the Tender Offer and the management, etc. of the Target after the Tender Offer.

In the MOU, FJIH and the Target agreed on the following matters:

(I)(i) FJIH shall, after causing the Tender Offeror to publically announce that the Tender Offeror will commence the Tender Offer on the date of the MOU, from the next business day following the date of the MOU, cause the Tender Offeror to conduct the Tender Offer and make reasonable best efforts to successfully complete the Tender Offer.

(ii) If the commencement of the Tender Offer is announced pursuant to the paragraph (i) above, the Target shall express its opinion in favor of the Tender Offer and recommending to its shareholders that they participate in the Tender Offer on the date of the MOU and provide other cooperation required for the successful completion of the Tender Offer.

(iii) Notwithstanding the provisions of the paragraph (ii) above, in the event that (a) H.I.S. or any other third party other than H.I.S. makes a proposal for the acquisition of the Target Shares or another transaction competing with the Tender Offer and, as compared to the Tender Offer, taking into account various factors, including the purchase price and the other terms of the transaction, the certainty of financing and the certainty of execution of the transaction, such proposal may be more favorable to the Target’s shareholders as a whole or may improve the Target’s corporate value or (a) H.I.S. or any other third party other than H.I.S. commences a tender offer with a higher offer price than the Tender Offer Price or a tender offer that may improve the Target’s corporate value more than the Tender Offer, the Target may withdraw its position of approval as defined in (ii) above and take the best action for the interest of its shareholders as a whole or for the improvement of its corporate value; provided, however, that in the event the Target withdraws its position of approval mentioned above and express its approval for a tender offer conducted by H.I.S or any other third party other than H.I.S., the Target shall pay FJIH 1% of JPY137,500 million as a penalty.

In the MOU, FJIH and the Target agreed on the following matters:

(iii) Notwithstanding the provisions of the paragraph (ii) above, in the event that (a) H.I.S. or any other third party other than H.I.S. makes a proposal for the acquisition of the Target Shares or another transaction competing with the Tender Offer and, as compared to the Tender Offer, taking into account various factors, including the purchase price and the other terms of the transaction, the certainty of financing and the certainty of execution of the transaction, such proposal may be more favorable to the Target’s shareholders as a whole or may improve the Target’s corporate value or (a) H.I.S. or any other third party other than H.I.S. commences a tender offer with a higher offer price than the Tender Offer Price or a tender offer that may improve the Target’s corporate value more than the Tender Offer, the Target may withdraw its position of approval as defined in (ii) above and take the best action for the interest of its shareholders as a whole or for the improvement of its corporate value; provided, however, that in the event the Target withdraws its position of approval mentioned above and express its approval for a tender offer conducted by H.I.S. or any other third party other than H.I.S., the Target shall pay FJIH 1% of JPY137,500 million as a penalty.

As stated in the “Notice of Position Statement (Withholding of Opinion) Regarding Tender Offer by Sapporo GK for UNIZO Holdings Company, Limited Stock” released by the Target on September 27, 2019, the Target resolved at the Board of Directors meeting held on the same day to withhold its opinion as to the Tender Offer by the Tender Offeror and whether to recommend that each shareholder tender its shares in the Tender Offer and made an announcement to such effect. Thereafter, as stated in the Press Release for Approval of Chitocea TOB released by the Target on December 22, 2019, the Target resolved at a Board Directors meeting held on the same day to approve the Chitocea TOB and to recommend to shareholders that they tender their shares in such tender offer, and also, as stated in the December 22 Press Release released by the Target on the same day, the Target resolved to express an opinion to oppose the Tender Offer by the Tender Offeror and made an announcement to such effect.

As mentioned above, it is provided for in the MOU that in the event UNIZO withdraws the opinion to approve the Tender Offer by the Tender Offeror and expresses its approval for a tender offer conducted by H.I.S. or any other third party other than H.I.S., UNIZO shall pay FJIH 1% of 137,500 million yen as a penalty. Based on the fact that the above-mentioned resolutions at the Board of Directors meetings were made, the Target is obliged to pay such penalty pursuant to the provisions of the MOU. On December 23, 2019, FJIH sent a demand letter to the Target and requested the Target to immediately pay such penalty.

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 January 8, 2020 (Wednesday) (93 business days)

From August 19, 2019 (Monday) to January 20, 2020 (Monday) (100 business days)

(8) Settlement Method

(II) Commencement Date of Settlement

January 16, 2020 (Thursday)

January 27, 2020 (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 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. In addition, according to the October 21 Press Release, thereafter, 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.

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

Fortress Investment Group (Japan) GK
Tel: +81-3-6438-4400

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