Press Release

Announcement Regarding Tender Offer for Shares of UNIZO #13

Company Release - 2/27/2020 11:43 AM EST

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

(Translation)

February 27, 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, January 29, 2020 and February 13, 2020, respectively), as follows:

Particulars:

Portions to be amended are underlined.

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

(1) Overview of the Tender Offer

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.

Thereafter, on February 24, 2020, Urchin posted on the website of PR TIMES a document titled “Blackstone Update on UNIZO Holdings (Securities Code: 3258); Blackstone Intends to Launch Tender Offer for Shares in UNIZO at JPY6,000 per Share, subject to UNIZO Consent,” in which Urchin stated that following recent developments in respect of the Target including the increase in price of the currently outstanding tender offer by Chitocea to JPY5,700 per share, it has reassessed its position in respect of the Target and announced its intention to cause its wholly owned subsidiary, Urchin BidCo GK, to launch a tender offer to acquire up to all of the outstanding shares of the Target at a price of JPY6,000 per share, subject to UNIZO consent and entry into an agreement between Urchin and the Target by April 30, 2020 setting forth certain terms.

Further, according to the press release titled “Notice Regarding Change of Conditions for Tender Offer by Chitocea Investment Co., Ltd. for UNIZO Holdings Company, Limited Stock” dated February 25, 2020, the Target announced that Chitocea had determined to extend the period for the Chitocea TOB to March 18, 2020.

In light of the situation described above, the Tender Offeror made a comprehensive assessment of various factors, including the 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 on February 27, 2020, after careful consideration, to extend the tender offer period of the Tender Offer until March 18, 2020, the last day of the tender offer period of Chitocea TOB (“14th Change of Tender Offer Conditions”), as there is a need to extend the tender offer period of the Tender Offer to correspond with the extension of the tender offer period of Chitocea TOB.

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

(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, 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.

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, to 127 business days after the 13th Change of Tender Offer Conditions, and thereafter, to 140 business days after the 14th 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, changed to the period from August 19, 2019 (Monday) to February 28, 2020 (Friday) after the 13th Change of Tender Offer Conditions, and thereafter, changed to the period from August 19, 2019 (Monday) to March 18, 2020 (Wednesday) after the 14th 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 28, 2020 (Friday) (127 business days)

From August 19, 2019 (Monday) to March 18, 2020 (Wednesday) (140 business days)

(8) Settlement Method

(II) Commencement Date of Settlement

March 6, 2020 (Friday)

March 26, 2020 (Thursday)

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