[FAQ] Frequently Asked Questions Regarding the Results of the Tender Offer

What happened to the tender offer（TOB）？

The Tender Offer has been successfully completed.

Shareholders who applied through Mitsubishi UFJ Morgan Stanley Securities Co.,Ltd. will receive the "Notification of Tender Offer" by mail, while shareholders who applied through au Kabucom Securities Co., Ltd. will receive it electronically via the login screen of the company.

What happens to the shares that did not make in time for the tender offer (couldn’t be publicly solicited? )

According to the tender offeror, if the tender offer is successfully completed and the tender offeror couldn't acquire all of the company's shares, the tender offeror plans to implement the squeeze-out procedure. This means the tender offeror will adopt a method of providing monetary compensation to shareholders who didn't tender the shares. The amount paid to each shareholder will be calculated by multiplying the number of shares each shareholder owns by the tender offer price.

Will the shareholders with dissatisfaction towards the tender offer (TOB) also be squeezed out?

After the completion of the tender offer and settlement, if the tender offeror acquires over 90% of the total voting rights of the company's shareholders, the tender offeror plans to promptly request all shareholders (excluding the tender offeror and the company) to sell all of the shares based on Article 179 of the Company Act (referred to as "share transfer request"). In this case, the tender offeror will notify the company and request approval for the share transfer request. If approved by the board of directors, the tender offeror will acquire all shares held by the shareholders on the specified acquisition date without requiring individual consent, and will pay each shareholder the same amount as the tender offer price for the shares.

If the total voting rights of the company held by the tender offeror amount to less than 90% of the total voting rights of the company's shareholders, the tender offeror will request the convening of an extraordinary general meeting of shareholders, which includes proposals such as stock consolidation, and if the proposals are approved, the stock consolidation will be implemented to acquire all of the company's shares.

Can shares still be traded on the market after the tender offer (TOB) is concluded?

Yes, shares can still be traded on the market until the last trading day before delisting.

What will be the tax treatment in the event of the squeeze-out?

After the completion of the squeeze-out and the delisting of the stock, it becomes delisted, necessitating a transfer from the specified account subject to withholding tax to an ordinary  account, which requires filing a tax return. Therefore, filing a tax return is required. For more information, please consult with your securities firm.

If transitioning to the squeeze-out procedure, will a designated securities account for the tender offer agent still be required?

No account opening or securities account transfer procedures are necessary. However, the period from delisting to cashing out is currently undetermined and expected to take considerable time.

What procedures are required to cash out after the squeeze-out? (For shareholders who already have accounts with Mitsubishi UFJ Morgan Stanley Securities Co.,Ltd. Or au Kabucom Securities Co.,Ltd. ) 

The amount will be transferred to the registered account.

What procedures are required to cash out after the squeeze-out? (For shareholders who do not have accounts with Mitsubishi UFJ Morgan Stanley Securities Co.,Ltd. Or au Kabucom Securities Co.,Ltd. )

A receipt will be sent to the address registered in the shareholder registry.

Please check the back of the receipt for payment procedures.

Are shares less than one unit also subject to the squeeze-out?

Yes, shares less than one unit are subject to the squeeze-out. Regarding the cash conversion procedure after the squeeze-out, a receipt will be mailed to the address registered in the shareholder registry.

Regarding the payment process, please check the back of the receipt.

I need an urgent contact from a responsible person.

Please wait for a follow-up call from the responsible person. Thank you for your patience. 

 

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