Press Release

Announcement Regarding Tender Offer for Shares of UNIZO #12

Company Release - 2/13/2020 2:19 PM EST

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

(Translation)

February 13, 2020

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, November 11, 2019, November 15, 2019, November 29, 2019, December 13, 2019, December 18, 2019, December 27, 2019, January 20, 2020 and January 29, 2020, respectively), as follows:

Particulars:

Portions to be amended are underlined.

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

(1) Overview of the Tender Offer

As stated above, Fortress believes that it remains the best potential sponsor for the Target, and that its plan offers significant advantages over the plan submitted by Chitocea, in light of the preservation and enhancement of the Target’s corporate value and protection of the interests of all stakeholders of the Target. Chitocea’s plan will only increase leverage and reduce assets at the Target group, while Fortress’ plan is expected to reduce leverage and provide a collateral pool equally to all creditors, as well as enhance the Target group’s operations. Furthermore, the combination of the resources of MyStays and the Target’s hotel operations contemplated in Fortress’ plan are expected to provide important business synergies to the Target during a period where hotel fundamentals are declining.

Thereafter, in a release titled “Notice of Position Statement (Opposition) Regarding Tender Offer by Sapporo GK for UNIZO Holdings Company, Limited Stock” released subsequently on February 9, 2020 by the Target (“Target’s February 9 Press Release”), the Target resolved at its Board of Directors meeting, held on the same day to continue to oppose the Tender Offer.

Also, the Target announced on February 9, 2020 in a press release titled “Notice Regarding Change of Conditions for Tender Offer by Chitocea Investment Co., Ltd. for Unizo Holdings, Limited Stock” that Chitocea Investment Co., Ltd. (“Chitocea”) decided on February 9, 2020 to extend the period of its tender offer, commenced on December 24, 2019 (“Chitocea TOB”) until February 28, 2020 and to change the tender offer price from JPY 5,100 to JPY 5,700. According to the “Notice of Position Statement (Approval) Regarding Tender Offer by Chitocea Investment Co., Ltd. for Unizo Holdings, Limited Stock after Change in Tender Offer Conditions” released on February 9, 2020 by the Target (“February 9 Press Release Approving Chitocea TOB”), the Target resolved at its Board of Directors meeting held on the same day to continue to approve Chitocea TOB and to maintain its recommendation to all shareholders that they tender their shares to Chitocea TOB. For details on the aforementioned Target’s Board of Directors meeting held on February 9, 2020, please refer to the Target’s February 9 Press Release and the February 9 Press Release Approving Chitocea TOB.

In light of the situation described above, the Tender Offeror made a comprehensive assessment of various factors, including Chitocea TOB, the status of tenders made by the Target’s shareholders to the Tender Offer and the prospect of tenders going forward and determined, after careful consideration to extend the tender offer period of the Tender Offer until February 28, 2020, the last day of the tender offer period of Chitocea TOB (“13th Change of Tender Offer Conditions”), as there is a need to extend the Tender Offer period to correspond with the extension of the tender offer period of Chitocea TOB.

(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 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.

Further, the Target resolved at a Board of Directors meeting held on February 9, 2020 to continue to announce opposition to the Tender Offer by the Tender Offeror. For details, please refer to the February 9 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 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.

Further, according to the February 9 Press Release, on February 8, 2020, the Target consulted with the Special Committee regarding the appropriateness of announcing the opposition opinion to the Tender Offer, and on February 9, 2019, the Special Committee submitted a report concluding it appropriate to announce the opposition opinion to the Tender Offer. For details, please refer to the February 9 Press Release.

(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, to 93 business days after the 9th Change of Tender Offer Conditions, to 100 business days after the 10th Change of Tender Offer Conditions, to 111 business days after the 11th Change of Tender Offer Conditions, and thereafter, to 117 business days after the 12th 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, changed to the period from August 19, 2019 (Monday) to January 20, 2020 (Monday) after the 10th Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to February 4, 2020 (Tuesday) after the 11th Change of Tender Offer Conditions, and thereafter, changed to the period from August 19, 2019 (Monday) to February 13, 2020 (Thursday) after the 12th 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, to 100 business days after the 10th Change of Tender Offer Conditions, to 111 business days after the 11th Change of Tender Offer Conditions, to 117 business days after the 12th Change of Tender Offer Conditions), and thereafter, to 127 business days after the 13th 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, changed to the period from August 19, 2019 (Monday) to January 20, 2020 (Monday) after the 10th Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to February 4, 2020 (Tuesday) after the 11th Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to February 13, 2020 (Thursday) after the 12th Change of Tender Offer Conditions, and thereafter, changed to the period from August 19, 2019 (Monday) to February 28, 2020 (Friday) after the 13th 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 February 13, 2020 (Thursday) (117 business days)

From August 19, 2019 (Monday) to February 28, 2020 (Friday) (127 business days)

(8) Settlement Method

(II) Commencement Date of Settlement

February 20, 2020 (Thursday)

March 6, 2020 (Friday)

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. Further, according to the December 22 Press Release, 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.

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

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