The Tender Offer Price of 1,748 yen per share represents (a) a premium
of 98.64% on 880 yen, which is the closing price of the Target Company Shares on the Standard Market of the Tokyo Stock Exchange on August 8, 2023, the business day immediately preceding the announcement date of the Tender Offer; (b) a
premium of 99.77% on 875 yen, which is the simple moving average closing price of the Target Company Shares for the most recent one-month period (from July 10, 2023 to August 8, 2023); (c) a premium
of 124.68% on 778 yen, which is the simple moving average closing price of the Target Company Shares for the most recent three-month period (from May 9, 2023 to August 8, 2023); and (d) a premium of 144.48% on 715 yen, which is the
simple moving average closing price of the Target Company Shares for the most recent six-month period (from February 9, 2023 to August 8, 2023).
The Tender Offeror has acquired 1Target Company Share from an employee of the Target Company, as of August 8, 2023, at 864
yen, the closing price of the Target Companys shares on the Standard Market of the Tokyo Stock Exchange on August 3, 2023.
(Circumstances of the Decisions on the Tender Offer Price)
As described in ① Background Leading to Decision to Implement the Tender Offer, Objective, and Course of Events
Behind Decision-Making in (2) Background to Decision to Implement the Tender Offer, Objective, Process behind Decision-Making, and Post-Tender Offer Management Policy in 1. Purpose of the Purchase etc., the Tender
Offeror started reviewing the feasibility of capital alliance with the Target Company from late September 2022 and started organizing internal teams for such review and selecting financial advisors and the like. In early November 2022, the Tender
Offeror appointed Daiwa as a financial advisor and third-party valuation agency independent of the Tender Offeror, the Target Company and NTH, and proceeded with specific reviews with Daiwa, including with respect to the method of capital alliance
with the Target Company. In late November 2022, MUFG Bank advised the Tender Offeror that NTH intends to transfer all of the Target Company Shares owned by it by means of a tender offer or otherwise, and to perform the First Bidding Process and
invite the Tender Offeror to participate in the First Bidding Process for the selection of a strategic partner for the purpose of achieving further growth of the Target Company in connection with such transfer.
In early February 2023, the Tender Offeror selected Nagashima Ohno & Tsunematsu as a legal advisor independent from
the Tender Offeror, the Target Company, and NTH. The Tender Offeror, while also receiving advice as appropriate from Daiwa, carried out a review, directed toward the submission of a first letter of intent, on the basis of the Business Plan of the
Target Company received through MUFG Bank; and on February 3, 2023, the Tender Offeror submitted its first letter of intent, indicating its intention to carry out the Transaction.
As a result, on March 14, 2023, the Tender Offeror, through MUFG Bank, received a communication to the effect that it had
passed the First Bidding Process and a notice to the effect that it would be allowed to participate in the Second Bidding Process. In the Second Bidding Process, from late March until early June 2023, the Tender Offeror carried out due diligence of
the Target Companys business, finances, tax matters, and legal matters, held interviews with the Target Companys management team, and moved forward with further analysis and review of specific measures aimed at creating business
synergies between the Tender Offeror Group and the Target Company, the purchase structure, and management policy after the Target Company becomes a wholly-owned subsidiary of the Tender Offeror.
As a result of such review, in late May 2023, the Tender Offeror arrived at the conclusion that it should turn the Target
Company into its wholly-owned subsidiary by means of the Tender Offeror through the Transaction.
Based on the result of
such analysis and consideration, the Tender Offeror, after passing a resolution of the board of directors on June 13, 2023, submitted the second letter of intent as of the same date to NTH and proposed the Tender Offer Price of 1,748 yen as the
proposed acquisition price per Target Company Share.
As a result, on June 21, 2023, the Tender Offeror was notified
through MUFG Bank that the Tender Offeror was selected as the final candidate.
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