Notice of Position Statement (Approval) Regarding …2020/02/09 · 4. Amendment s to the Company’s release “Notice of Position Statement (Approval) Regarding Tender Offer by

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Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated

document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect, or any other forms of damages arising from the translation.

February 9, 2020

Tetsuji Kosaki

President and CEO

UNIZO Holdings Company, Limited

2-10-9, Hatchobori, Chuo-ku, Tokyo

(Securities Code: 3258 First Section, Tokyo Stock Exchange)

Contact: Masato Yamamoto

Senior Managing Director and Senior Managing Executive Officer

Tel: +81-3-3523-7534

Notice of Position Statement (Approval) Regarding Tender Offer by Chitocea Investment Co.,

Ltd. for UNIZO Holdings Company, Limited Stock after Change in Tender Offer Conditions

Regarding the tender offer (herein “Tender Offer”) launched by Chitocea Investment (herein

“Tender Offeror”) that targets common shares of UNIZO Holdings Company, Limited (herein

“Company”), the Tender Offeror, as announced in the release “Notice Regarding Change of

Conditions for Tender Offer for UNIZO Holdings Company, Limited Stock (Securities Code: 3258)”

published today by the Tender Offeror, has decided to extend the tender offer period until February

28, 2020 and to change the tender offer price from JPY 5,100 to JPY 5,700 (these changes herein

referred to as “Tender Offer Change of Conditions”). The tender offer price, the tender offer period

and commencement date of settlement has now changed as listed in “1.”, “2.” and “3.” below.

The Company announces that the Board of Directors of the Company held on February 9, 2020, in

response to Tender Offer Change of Conditions has resolved to continue to approve the Tender Offer

and to maintain its opinion to recommend that all shareholders tender their shares in the Tender Offer,

since Company’s belief has not changed that executing the Tender Offer after Tender Offer Change

of Conditions and the transactions to make the Company a wholly owned subsidiary of the Tender

Offeror contributes to further increase the corporate value and the common interest s of shareholders

of the Company and leads to mid-term to long-term growth of the Company. In this connection, the

Company hereunder amends the Company’s release “Notice of Position Statement (Approval)

Regarding Tender Offer by Chitocea Investment Co., Ltd. for UNIZO Holdings Company, Limited

Stock” published on December 22, 2019 as listed in “4.” below. Changed text is underlined.

1. Tender Offer Price

(Before change)

JPY 5,100 per common share

(After change)


2. Tender Offer Period

(Before change)

Tuesday, December 24, 2019 to Friday, February 14, 2020 (32 business days)

(After change)


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3. Commencement Date of Settlement

(Before change)

Tuesday, February 25, 2020

(After change)

Monday, March 9, 2020

4. Amendments to the Company’s release “Notice of Position Statement (Approval) Regarding

Tender Offer by Chitocea Investment Co., Ltd. for UNIZO Holdings Company, Limited Stock”

dated December 22, 2019:


(Before change)


(After change)


3. Position regarding the Tender Offer, and Basis and Reasons Thereof

(1) Details of the Opinion regarding the Tender Offer

(Before change)

The Board of Directors of the Company held on December 22, 2019 has resolved to

approve the Tender Offer to issue its opinion to recommend that all shareholders tender

their shares in the Tender Offer on the basis and reasons described in “(2) Basis and Reasons

of the Position regarding the Tender Offer” below.

(Partially omitted)

(After change)

The Board of Directors of the Company held on December 22, 2019 has resolved to

approve the Tender Offer to issue its opinion to recommend that all shareholders tender

their shares in the Tender Offer on the basis and reasons described in “(2) Basis and Reasons

of the Position regarding the Tender Offer” below. Thereafter, the Board of Directors of the

Company held on February 9, 2020, as a result of careful and faithful examination of the

Urchin Acquisition Proposal (defined in “I. Overview of the Tender Offer” of “(2) Basis

and Reasons of the Position regarding the Tender Offer” below), Fortress Tender Offer

Change of Conditions (defined in “I. Overview of the Tender Offer” of “(2) Basis and

Reasons of the Position regarding the Tender Offer”) and the Tender Offer Change of

Conditions, has resolved to continue to approve the Tender Offer and to maintain its opinion

to recommend that all shareholders tender their shares in the Tender Offer, since Company’s

belief has not changed that executing the Tender Offer after Tender Offer Change of

Conditions and the transactions to make the Company a wholly owned subsidiary of the

Tender Offeror contributes to further increase the corporate value and the common interest s

of shareholders of the Company and leads to mid-term to long-term growth of the Company

(2) Basis and Reasons of the Position regarding the Tender Offer

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I. Overview of the Tender Offer

(Before change)

(Partially omitted)

If the Tender Offer successfully completes, Tender Offeror contemplates to raise the total

necessary funds of JPY 174,826,099,900 by (i) contribution of up to JPY 45 billion through

subscription of the preferred shares (“Preferred Shares”) of the Company by LSREF6

UNITED INVESTMENTS S.ÀR.L., an entity invested by LSREF6 Affiliate Finance

(Cayman), LLC which is an affiliate of Lone Star Real Estate Fund VI, L.P. (“LSREF6),

one of the funds advised by Lone Star (“Lone Star” means Lone Star Global Acquisitions,

Ltd. (registered as investment advisor at U.S. SEC) or its subsidiaries and affiliates, and

the funds receiving investment advice from such entities, collectively), and (ii) loan of up

to JPY 130 billion (“Loan”) from KF Solutions Co., Ltd., an investment company of

LSREF6 in Japan, and apply these funds for settlement of the Tender Offer. While the

detailed terms and conditions of the investment and loan with respect to the Preferred

Shares and Loan shall be separately discussed with Lone Star and provided in the

investment agreement regarding the Preferred Shares and the loan agreement regarding the

Loan, the investment agreement regarding the Preferred Shares is contemplated to provide

that prior consent of the shareholders of the Preferred Shares is necessary if the Tender

Offeror (including the Company and its subsidiaries after the settlement of the Tender

Offer) intends to conduct certain material actions such as reorganizations; if certain period

surpasses after issuance, if there is default in the investment agreement or loan agreement,

or if there is forfeiture of the benefit of time, the shareholder of the Preferred Shares may

exercise the call right in consideration of cash or common shares ; and that the Tender

Offeror may exercise the put right in consideration of cash after certain period surpasses

after issuance. While if all of the call rights in consideration of common shares are exercised,

LSREF6 will indirectly hold 99.99% of the Tender Offeror’s voting rights, according to

Lone Star, in this Tender Offer, Lone Star’s aim is not to obtain the controlling ownership

of the Tender Offeror so the likeliness that LSREF6 will actually exercise such rights is not

high. Further, according to the agreement, the Company Shares to be acquired by the Tender

Offeror will to be pledged, and after the Tender Offeror becomes the sole shareholder of

the Company through the procedure discussed in “(5) Policy for Organizational

Restructuring, Etc. After Tender Offer (Matters Regarding the So-called “Two-Step

Acquisition”)” below, the Company is expected to provide joint and several guarantee in

connection with the Loan.

(After change)

(Partially omitted)

If the Tender Offer successfully completes, Tender Offeror contemplates to raise the

total necessary funds of JPY 174,826,099,900 by (i) contribution of up to JPY 45 billion

through subscription of the preferred shares (“Preferred Shares”) of the Company by

LSREF6 UNITED INVESTMENTS S.ÀR.L., an entity invested by LSREF6 Affiliate

Finance (Cayman), LLC which is an affiliate of Lone Star Real Estate Fund VI, L.P.

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(“LSREF6), one of the funds advised by Lone Star (“Lone Star” means Lone Star Global

Acquisitions, Ltd. (registered as investment advisor at U.S. SEC) or its subsidiaries a nd

affiliates, and the funds receiving investment advice from such entities, collectively), and

(ii) loan of up to JPY 130 billion (“Loan”) from KF Solutions Co., Ltd., an investment

company of LSREF6 in Japan, and apply these funds for settlement of the T ender Offer.

While the detailed terms and conditions of the investment and loan with respect to the

Preferred Shares and Loan shall be separately discussed with Lone Star and provided in the

investment agreement regarding the Preferred Shares and the loan agreement regarding the

Loan, the investment agreement regarding the Preferred Shares is contemplated to provide

that prior consent of the shareholders of the Preferred Shares is necessary if the Tender

Offeror (including the Company and its subsidiaries after the settlement of the Tender Offer)

intends to conduct certain material actions such as reorganizations; if certain period

surpasses after issuance, if there is default in the investment agreement or loan agreement,

or if there is forfeiture of the benefit of time, the shareholder of the Preferred Shares may

exercise the call right in consideration of cash or common shares; and that the Tender

Offeror may exercise the put right in consideration of cash after certain period surpasses

after issuance. While if all of the call rights in consideration of common shares are exercised,

LSREF6 will indirectly hold 99.99% of the Tender Offeror’s voting rights, according to

Lone Star, in this Tender Offer, Lone Star’s aim is not to obtain the controlling ownership

of the Tender Offeror so the likeliness that LSREF6 will actually exercise such rights is not

high. Further, according to the agreement, the Company Shares to be acquired by the Tender

Offeror will to be pledged, and after the Tender Offeror becomes the sole shareholder of the

Company through the procedure discussed in “(5) Policy for Organizational Restructuring,

Etc. After Tender Offer (Matters Regarding the So-called “Two-Step Acquisition”)” below,

the Company is expected to provide joint and several guarantee in connection with the Loan.

Thereafter, the Company, as announced in the release “Notice Pertaining to Takeover

Offer by Blackstone for UNIZO Holdings Company, Limited” published by the Company

on January 28, 2020, received the new acquisition proposal (herein “Urchin Acquisition

Proposal”), including a tender offer with the tender offer price at JPY 5,600 per Company

share, dated January 28, 2020 from Urchin Holdings I Pte. Limited (herein “Urchin”), an

affiliate of a fund operated or advised by Blackstone Real Estate, which is part of The

Blackstone Group (which includes an investment fund operated or advised by Blackstone

Singapore Pte. Ltd. or its affiliates). Urchin announced the details of the Urchin Acquisition

Proposal on a website operated by PR TIMES, Inc.

Moreover, according to the “Notice of Revision of Tender Offer Notification” submitted

by Sapporo GK on January 29, 2020, Sapporo GK changed the tender offer price of the

Fortress Tender Offer (described in “(C) Circumstances of the Discussion between Tender

Offeror and Company, and Decision Making Process of Tender Offeror, etc.” of “II.

Background of Tender Offeror’s Decision to Execute the Tender Offer, its Purpose and

Decision Making Process, and Management Policy after Tender Offer” below) to JPY 5,200

per Company share.

The Company was informed that the Tender Offeror, in light of facts that the Company

received Urchin Acquisition Proposal and the Urchin Acquisition Proposal was announced

and the tender offer price in the Fortress Tender Offer was changed (this change shall herein

be referred to as “Fortress Tender Offer Change of Conditions”), has submitted a Notice of

Revision of the Tender Offer Notification to the Kanto Finance Bureau, extending its tender

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offer period until February 14, 2020 which is 10 business days from January 30, 2020, the

day on which the Company submitted the Notice of Revision of the Tender Offer

Notification.

Subsequently, according to the Tender Offeror, in response to the Urchin Acquisition

Proposal, the announcement of such proposal, and the Fortress Tender Offer Change of

Conditions, has decided to change the tender offer price from JPY 5,100 to JPY 5,700 and

to extend the tender offer period until February 28, 2020 (these changes shall herein be

referred to as “Tender Offer Change of Conditions” in order to disseminate the change of

the tender offer price among investors, as a result of careful examination taking

comprehensively into consideration the status of tender by the Company’s shareholders to

the Tender Offer after the launch of the Tender Offer and its future outlook , among other

matters. According to the Tender Offeror, while it has agreed with KF Solution Company,

Limited on raising the loan limit from JPY 130 billion to JPY 151 billion upon deciding to

make the Tender Offer Change of Conditions, it does not intend to make any change s to the

loan and other terms and conditions besides the amount of loan and the date of the execution

of loan.

Furthermore, the Board of Directors of the Company held on February 9, 2020, as a result

of careful and faithful examination on Urchin Acquisition Proposal, Fortress Tender Offer

Change of Conditions and the Tender Offer Change of Conditions, has resolved to continue

to approve the Tender Offer and to maintain its opinion to recommend that all shareholders

tender their shares in the Tender Offer, since the Company’s belief has not changed that

executing the Tender Offer after Tender Offer Change of Conditions and the transactions to

make the Company a wholly owned subsidiary of the Tender Offeror contributes to further

increase the corporate value and the common interests of shareholders of the Company and

leads to mid-term to long-term growth of the Company.

For details of the abovesaid Board of Directors meeting of the Company, please see “III.

Decision-Making Process to the Company’s Approval to the Tender Offer and Reasons

Thereof” below.

II. Background of Tender Offeror’s Decision to Execute the Tender Offer, its Purpose and

Decision Making Process, and Management Policy after Tender Offer

(C) Circumstances of the Discussion between Tender Offeror and Company, and Decision

Making Process of Tender Offeror, etc.

(Before change)

(Partially omitted)

Subsequently, Chitocea Co., Ltd. which became the incorporator of the Tender Offeror,

made the proposal for the Transaction (“Proposal”) to the Company. As a result of

discussion and negotiation between the Tender Offeror and the Company, the Tender

Offeror, on December 23, 2019, decided to execute the Agreement as provided in “V.

Important Agreements regarding the Tender Offer” below, and to initiate the Tender Offer

at the offered price of JPY 5,100 per share of the Company (herein “Tender Offer Price”).

(After change)

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(Partially omitted)

Subsequently, Chitocea Co., Ltd. which became the incorporator of the Tender Offeror,

made the proposal for the Transaction (“Proposal”) to the Company. As a result of

discussion and negotiation between the Tender Offeror and the Company, the Tender

Offeror, on December 23, 2019, decided to execute the Agreement as provided in “V.

Important Agreements regarding the Tender Offer” below, and to initiate the Tender Offer

at the offered price of JPY 5,100 per share of the Company (herein “Tender Offer Price”).

Although the Tender Offeror launched the Tender Offer on December 24, 2019, in

response to the Urchin Acquisition Proposal, the announcement thereof and Fortress Tender

Offer Change of Conditions, it decided to make the Tender Offer Change of Condition,

extending Tender Offer period until February 28, 2020 and changing Tender Offer price

from JPY 5,100 to JPY 5,700 as a result of careful examination taking comprehensively into

consideration the status of tender by the Company’s shareholders to the Tender Offer after

the launch of the Tender Offer and its future outlook, among other matters.

Furthermore, in response to the “Notice of Revision of Tender Offer Notification”

submitted by Sapporo GK on January 29, 2020 (herein the “Fortress’ January 29, 2020

Notice of Revision”), in which Fortress proposes measures to protect financial creditors

who are stakeholders of the Company, such as the execution of refinancing and offering the

same pool of collateral real estate to all financial creditors after the refinancing , the Tender

Offeror and the Company, based on the idea that the two companies need to protect financial

creditors who are stakeholders of the Company, executed an agreement on February 9, 2020

in which the two companies agree that when the Company transfers cash or other assets to

the Tender Offeror, regardless of whether the transfer is made by dividends of surplus,

lending or any other manner, the Company shall secure its credibility by pledging collateral

for the existing debts to the Company’s financial institutes and for corporate bonds prior to

the transfer, or repay the debts and bonds prior to maturity. For details of the agreement,

please see “(C) Agreement” of “V. Important Agreements regarding the Tender Offer”.

III. Decision-Making Process to the Company’s Approval to the Tender Offer and Reasons

Thereof

(Before change)

(Partially omitted)

Furthermore, as stated in “II. Establishment of Independent Special Committee” of “(6)

Measures to Secure Fairness of the Tender Offer such as Measures to Secure Fairness of

the Tender Offer Price and to Avoid Conflict of Interest” below, the Company consulted

with the Special Committee as described in “II. Establishment of Independent Special

Committee” of “(6) Measures to Secure Fairness of the Tender Offer such as Measures to

Secure Fairness of the Tender Offer Price and to Avoid Conflict of Interest” below

regarding the Consultation Matters defined in “II. Establishment of Independent Special


Secure Fairness of the Tender Offer Price and to Avoid Conflict of Interes t” below. The

Company received a report dated December 22, 2019 (herein “Findings Report”) from the

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Special Committee. For the outline of the Findings Report and specific activities of the

Special Committee, please see “II. Establishment of Independent Special Committee” of

“(6) Measures to Secure Fairness of the Tender Offer such as Measures to Secure Fairness

of the Tender Offer Price and to Avoid Conflict of Interest” below.

(After change)

(Partially omitted)






Secure Fairness of the Tender Offer Price and to Avoid Conflict of Interest” below regarding

the Consultation Matters defined in “II. Establishment of Independent Special Committee”

of “(6) Measures to Secure Fairness of the Tender Offer such as Measures to Secure Fairness

of the Tender Offer Price and to Avoid Conflict of Interest” below. The Company received

a report dated December 22, 2019 (herein “Findings Report”) from the Special Committee.

For the outline of the Findings Report and specific activities of the Special Committee,

please see “II. Establishment of Independent Special Committee” of “(6) Measures to

Secure Fairness of the Tender Offer such as Measures to Secure Fairness of the Tender

Offer Price and to Avoid Conflict of Interest” below.

Thereafter, the Company, as a result of careful and faithful examination of the Urchin

Acquisition Proposal, Fortress Tender Offer Change of Conditions and Tender Offer

Change of Conditions, reached the conclusion that the Company’s belief has not changed

that executing the Tender Offer after Tender Offer Change of Conditions and the

transactions to make the Company a wholly owned subsidiary of the Tender Offeror

contributes to further increase the corporate value and the common interest of shareholders

of the Company and leads to mid-term to long-term growth of the Company, for the

following reasons:

(i) The tender offer price in the Tender Offer after Tender Offer Change of Conditions is

higher than both the Urchin Acquisition Proposal and Fortress Tender Offer Change of

Conditions, and still considered to be the price which best serves the common interests of

shareholders.

(ii) It has not changed that there is an undeniable possibility that Fortress is considering

to divest part of the Company’s business and assets, and thereby substantially dissolving

the Company. (Fortress alleges, in the Fortress’ January 29, 2020 Notice of Revision, that

Fortress never suggested in the discussion and negotiation with Company after the

commencement of the Fortress Tender Offer that it has the intention to change the policy

to maintain employment and working conditions of the Company’s employees or to dissolve

the Company. It is the Company’s understanding, however, that the possibility cannot be

denied that Fortress is considering to divest part of the Company’s business and assets, and

thereby substantially dissolving the Company after the Fortress Transaction (defined

below) according to the explanation given during the discussion and negotiation with

Fortress for Fortress’ proposal regarding the management policy after completion of the

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Fortress Tender Offer and the transactions to make the Company a wholly owned subsidiary

of Sapporo GK (herein the “Fortress Transaction”), which such explanation was provided

as part of the restructuring proposal where the Company’s hotel business, trust beneficiary

rights of real estate owned by the Company and other assets of the Company shall be

transferred to Fortress by means of corporate demerger and adsorption type merger.

(iii) While a framework where part of the assets of the Company group are to be separated

for a new company managed mainly by employees of the Company was discussed in the

negotiation with Blackstone after the Urchin Acquisition Proposal as well, the proposal by

Lone Star is superior from the perspective of employee protection, which is focused on in

the Basic Policy, since it basically allows the Company to keep its current form and

therefore contributes to maintaining and increasing the corporate value of the Company,

both in terms of ensuring that the Company continues to be a company where employees

find their jobs rewarding and enabling the Company to aim sustainable growth with

continuity from the Company’s current business operation.






Secure Fairness of the Tender Offer Price and to Avoid Conflict of Interest” below regarding

the Consultation Matters defined in “II. Establishment of Independent Special Committee”

of “(6) Measures to Secure Fairness of the Tender Offer such as Measures to Secure Fairness

of the Tender Offer Price and to Avoid Conflict of Interest” below. The Company received

a report dated February 9, 2020 (herein “Findings Report After Change”) from the Special

Committee. For the outline of the Findings Report and specific activities of the Special

Committee, please see “II. Establishment of Independent Special Committee” of “(6)

Measures to Secure Fairness of the Tender Offer such as Measures to Secure Fa irness of

the Tender Offer Price and to Avoid Conflict of Interest” below.

V. Important Agreements regarding the Tender Offer

(Before change)

(Partially omitted)

(B) Shareholders Agreement

Chitocea Co., Ltd. and LSREF6 UNITED INVESTMENTS S.ÀR.L., the shareholders

of the Tender Offeror, and the Tender Offeror, intends to enter into a shareholders

agreement as of December 24, 2019. The shareholders agreement is contemplated to

provide that, among other matters, LSREF6 UNITED INVESTMENTS S.ÀR.L. has the

right to appoint one director of the Tender Offeror and the right to appoint one director

of the Company after the Completion of Wholly Owned Subsidiary, restriction of transfer

of the Tender Offeror’s shares until the redemption date of the Preferred Shares and first

refusal right after the transfer restriction period. In addition, Chitocea Co., Ltd. which is

the shareholder of the Tender Offeror, LSREF6 UNITED INVESTMENTS S.ÀR.L. and

the Tender Offeror has entered into an agreement as of December 22, 2019 which

9



provides that during a certain period after all investments regarding the Loan and the

Preferred Shares is repaid or redeemed, the Tender Offeror is entitled to obtain all or part

of the Tender Offeror’s common shares held by LSREF6 UNITED INVESTMENTS

S.ÀR.L.

(After change)

(Partially omitted)

(B) Shareholders Agreement

Chitocea Co., Ltd. and LSREF6 UNITED INVESTMENTS S.ÀR.L., the shareholders

of the Tender Offeror, and the Tender Offeror, entered into a shareholders agreement as

of December 24, 2019. The shareholders agreement provides that, among other matters,

LSREF6 UNITED INVESTMENTS S.ÀR.L. has the right to appoint one director of the

Tender Offeror and the right to appoint one director of the Company after the Completion

of Wholly Owned Subsidiary, restriction of transfer of the Tender Offeror’s shares until

the redemption date of the Preferred Shares and first refusal right after the transfer

restriction period. In addition, Chitocea Co., Ltd. which is the shareholder of the Tender

Offeror, LSREF6 UNITED INVESTMENTS S.ÀR.L. and the Tender Offeror has entered

into an agreement as of December 22, 2019 which provides that during a certain period

after all investments regarding the Loan and the Preferred Shares is repaid or redeemed,

the Tender Offeror is entitled to obtain all or part of the Tender Offeror’s common shares

held by LSREF6 UNITED INVESTMENTS S.ÀR.L.

(C) Agreement Regarding Protection of the Company’s Financial Creditors

In connection with the Tender Offer after Tender Offer Change of Conditions, the

Tender Offeror and the Company have executed an agreement on February 9, 2020, from

the perspective of ensuring protection of the Company’s financial creditors regardless of

whether they hold collateral or not, as follows:

Agreement

Chitocea Investment Co., Ltd.(“Chitocea”) and UNIZO Holdings Co, Ltd (“UNIZO”)

hereby enter to an agreement (“Agreement”) regarding a tender offer (“Tender Offer”)

launched by Chitocea that targets UNIZO’s common shares as follows:

Article 1 (Preservation of the Company’s Existing Financial Debts)

1. Chitocea and UNIZO agree that, when the Company transfers cash or other assets to

Chitocea, regardless of whether the transfer is made by dividends of surplus, lending or

any other manner, the Company shall secure its credibility by pledging collateral for the

existing debts to the Company’s financial institutes and for corporate bonds prior to the

transfer, or repay the debts and bonds prior to maturity.

2. Chitocea and UNIZO confirm that the execution of this Agreement and actions taken

pursuant to this Agreement does not conflict with Paragraph 1 in Article 3 of the tender

10



offer agreement (herein the “Tender Offer Agreement”) between Chitocea and the

Company dated December 22, 2020.

Article 2 (Confidentiality)

1. Chitocea and UNIZO shall keep confidential, shall not announce or disclose to third

parties (other than legal counsels, certified accountants, tax accountants, financial

advisors and consultants of each party, where in each case, disclosure shall be

conditioned on the imposition on such third party of confidential obligations equivalent

to those of the parties herein set forth in this Article, except for disclosure to third parties

with confidential obligations under laws), and shall not use for any purposes other than

the performance of this Agreement, the content of this Agreement and the negotiation

and consultation in connection with or based on this Agreement without prior written

consent from the other party; provided, however that the foregoing shall not apply if such

announcement or disclosure is required by laws or regulations or is made pursuant to

request by the relevant authorities, etc.

2. Notwithstanding the preceding Paragraph, Chitocea and Unizo may disclose the content

of this Agreement in the tender offer statement, opinion statement report and other

disclosure documents in connection with the Tender Offer to the extent separately agreed

between the parties after discussion or otherwise as required under applicable laws and

regulations.

Article 3 (Effect of this Agreement)

1. This Agreement ceases to be effective when the Tender Offer Agreement ceases to be

effective.

2. The preceding Article (Confidentiality), the following Article (Governing Law,

Jurisdiction and Language) and this Paragraph of Article 3, and the liabilities for any

breach of this Agreement prior to termination hereof shall continue to be valid after this

Agreement ceases to be effective.

Article 4 (Governing Law, Jurisdiction and Language)

1. This Agreement shall be governed and construed by the laws of Japan.

2. If any dispute arises in relation to or in connection with this Agreement, the parties shall

first endeavor to settle such dispute upon the good faith consultation, and if such

consultation is not successful, Tokyo District Court shall have the exclusive jurisdiction

for first instance of such dispute.

3. No party shall be entitled to assign, transfer, succeed, pledge, or dispose in any other

manner its status as contracting party of this Agreement or all or part of its rights and

obligations under this Agreement without the prior written consent from the other part y.

4. The governing language of this Agreement shall be Japanese. In case of any discrepancy

between the Japanese original and the English translations thereof, the Japanese original

will prevail.

(6) Measures to Secure Fairness of the Tender Offer such as Measures to Secure Fairness of the

11



Tender Offer Price and to Avoid Conflict of Interest

II. Establishment of Independent Special Committee

(Before change)

(Partially omitted)

Considering that the purpose of the Transactions is legitimate, that the process of the

Transactions is fair, that the consideration to be delivered to the Company’s shareholders

are appropriate, and that the Transaction does not harm the interests of minority

shareholders, it is considered that the Transactions are beneficial for the enhancement of

the Company’s corporate value and common interest of shareholders.

(After change)

(Partially omitted)

Considering that the purpose of the Transactions is legitimate, that the process of the

Transactions is fair, that the consideration to be delivered to the Company’s shareholders

are appropriate, and that the Transaction does not harm the interests of minority

shareholders, it is considered that the Transactions are beneficial for the enhancement of

the Company’s corporate value and common interest of shareholders.

Furthermore, the Company, in light of the status of the discussion with Fortress and the

proposal from the Tender Offer, consulted again with its Special Committee on December

21, 2019 on whether it is appropriate to express an opposition opinion to the Fortress Tender

Offer or not, in order to eliminate the risk of arbitrariness and ensure fairness and

transparency in the decision-making process of the Board of Directors of the Company. For

the overview of the consultation and findings report for the consultation, please see the

Company’s release “Notice of Position Statement (Opposition) Regarding Tender Offer by

Sapporo GK for UNIZO Holdings Company, Limited Stock” published on December 22,

2019.

Thereafter, the Company, in connection with the Urchin Acquisition Proposal, Fortress

Tender Offer Change of Conditions and Tender Offer Change of Conditions as well,

consulted again with its Special Committee consisting of five outside members of the Board

of Directors who are independent not only from the Company, H.I.S., Fortress and

Blackstone but also from the Tender Offeror and Lone Star, on December 21, 2019

regarding whether it is appropriate to maintain the opinion to recommend that all

shareholders tender their shares in the Tender Offer or not (herein the “Consultation Point”),

in order to eliminate the risk of arbitrariness and ensure fairness and transparency in the

decision-making process of the Board of Directors of the Company. The reason why the

consultation to the Special Committee was shortly before the resolution of the Board of

Directors of the Company was because the Company received the Urchin Acquisition

Proposal from Urchin on January 28, 2020, which the Company had to notify the Tender

Offeror and thereby secure time for the Tender Offeror to consider, and it was only shortly

before the resolution of the Board of Directors of the Company when it was judgable that

12



it was the appropriate timing to consult regarding the Transactions after Tender Offer

Change of Conditions. The Company arranged the schedule and decided to hold the Board

of Directors meeting of the Company on February 9, 2020 with the intent to provide

information to investors as soon as possible, in light of the final day of the tender offer

period of the Tender Offer set at February 14, 2020 and the final day of the tender offer

period of the Fortress Tender Offer set at February 13, 2020.

The Company was informed that the Special Committee was held on February 8, 2020

and February 9, 2020, where it carefully examined and discussed the Consultation Point.

More specifically, the Special Committee examined necessary materials including materials

disclosed or provided by the Company, interviewed directors of the Company and examined

and discussed matters in connection with the Consultation Point, such as details,

background, development and purpose of the Transaction after Tender Offer Change of

Conditions, and measures to secure fairness of the Transactions after Tender Offer Change

of Conditions implemented by the Tender Offeror. The Special Committee is not involved

in the negotiation among the Company, Tender Offeror and Lone Star.

Based on the above background and after careful examination and analysis, the Special

Committee submitted its report to the Board of Directors on February 9, 2020. Outline of

the report is as follows:

The Company has carefully and faithfully compared and examined the Urchin

Acquisition Proposal, Fortress Tender Offer Change of Conditions and the Tender Offer

Change of Conditions from the perspective of whether they contribute to further increase

of the corporate value and common interests of shareholders. In doing so, the Company

collected certain materials, obtained the advice and opinions from independent, third-party

experts and specialists, and conducted its own analysis and validations. No facts were

recognized that would raise doubts to the result of the Company’s examination.

In conclusion, this Committee judges that it is appropriate to continue to approve the

Tender Offer and maintain the opinion to recommend that all shareholders tender their

shares in the Tender Offer.

(Reference) Summary of Tender Offer etc. (Attachment)

Please see attached “Notice Regarding Change of Conditions for Tender Offer for UNIZO Holdings

Company, Limited Stock (Securities Code: 3258)” released by the Tender Offeror today.

Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this

translated document and the Japanese original, the original shall prevail. UNIZO Holdings Company, Limited assumes no responsibility for this

translation or for direct, indirect, or any other forms of damages arising from the translation.

February 9, 2020

Yuhei Yamaguchi

Representative Director

Chitocea Investment Co., Ltd.

2-10-9, Hatchobori, Chuo-ku, Tokyo

Notice Regarding Change of Conditions for Tender Offer

for UNIZO Holdings Company, Limited Stock (Securities Code: 3258)

Chitocea Investment Co., Ltd. (herein “Tender Offeror”) commenced a tender offer that targets the issued and

outstanding common shares of UNIZO Holdings Company, Limited (First Section of Tokyo Stock Exchange, Inc.

(herein “TSE”), Security Code: 3258, herein “Company”) pursuant to the Financial Instruments and Exchange Act (Act

No.25 of 1948, as amended) on December 24, 2019. Today, (February 9, 2020), the Tender Offeror decided to extend

the tender offer period until February 28, 2020, and to change the tender offer price from 5,100 yen to 5,700 yen (these

changes shall herein be referred to as “Tender Offer Change of Conditions”). In connection with this, the tender offer

price, the tender offer period and commencement date of settlement of the Tender Offer have now changed as listed in

“1.”, “2.”, and “3.” below (with changed underlined).


(Before change)


(After change)


2. Tender Offer Period

(Before change)


(After change)


3. Commencement Date of Settlement

(Before change)

Tuesday, February 25, 2020

(After change)

Monday, March 9, 2020

Please see the Tender Offer Notification which the Tender Offeror will submit in connection with the Tender Offer on

December 24, 2019 for the details of the Tender Offer. The Tender Offer Notification will be publicly available on

EDINET (http://disclosure.edinet-fsa.go.jp/).

- 1 -

Attachment

http://disclosure.edinet-fsa.go.jp/

- 2 -




[Restriction on Solicitation]

The purpose of this press release is publication of the Tender Offer to the general public, and it is not prepared for the

purpose of soliciting sales. When applying to sell, be sure to review the Tender Offer Explanation Statement regarding

the Tender Offer and apply based on each shareholder’s own judgment. This press release is not an application or

solicitation to sell securities, is not a solicitation for an application to purchase, nor does it constitute a part thereof.

Neither this press release (or any part thereof) nor its distribution shall provide a basis for a contract pertaining to the

Tender Offer, nor shall it be relied upon when executing such contract.

[Future Predictions]

The information provided hereto may include forward looking predictions such as “expect”, “predict”, “intend”,

“plan”, “confident” and “assume,” including in relation with future businesses of the Tender Offeror and other

companies etc. Such expressions are based on the current business prospects of the Tender Offeror subject to

future changes depending on the circumstance. The Tender Offeror is not obligated to update the expressions of

such information regarding forward looking predictions to reflect the actual business performance, various

circumstances or change in conditions.

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. Due to any known or unknown

risks, uncertainties, or any other factors, it is possible that actual results may substantially differ from the

projections, etc., as expressly or implicitly indicated in any “forward-looking statements.” Neither the Tender

Offeror, the Target Company nor any of its affiliated companies guarantee that such projections, etc. expressly or

implicitly indicated in any “forward-looking statements” will prove to be correct. The “forward-looking

statements” in this press release have been prepared based on the information held by the Tender Offeror as of

the date of this press release, and, unless otherwise required by applicable laws and regulations, neither the

Tender Offeror, the Target Company nor any of its affiliated companies are obliged to update or modify such

statements in order to reflect any events or circumstances in the future.

[U.S. Regulations]

Although the Tender Offer will be conducted in accordance with the procedures and information disclosure standards

prescribed in the Financial Instruments and Exchange Act of Japan, these procedures and standards may differ from

the procedures and information disclosure 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 conform to those procedures and standards. All financial information contained

in this press release is based on Japanese accounting standards, is not based on U.S. accounting standards, and may not

necessarily be comparable to the financial information prepared based on U.S. accounting standards. In addition, it

may be difficult to enforce any right or claim arising under U.S. federal securities laws because the Tender Offeror and

the Target Company are incorporated outside the United States and their directors are non-U.S. residents. Shareholders

may not be able to sue a company outside the United States and its directors in a non-U.S. court for violations of the

U.S. securities laws. Furthermore, there is no guarantee that shareholders will be able to compel a company outside the

United States or its subsidiaries and affiliated companies to subject themselves to the jurisdiction of a U.S. court.

Unless otherwise specified, all procedures relating to the Tender Offer will be conducted entirely in Japanese. While

some or all of the documentation relating to the Tender Offer may be prepared in English, if there is any inconsistency

between the English documentation and the Japanese documentation, the Japanese documentation will prevail.

- 3 -




[Other Countries]

Depending on the country or region, there may be legal restrictions on the release, issuance, or distribution of this press

release. In such cases, please take note of such restrictions and comply with them. This press release does not

constitute a solicitation of application to purchase or sales of shares related to the Tender Offer and is simply deemed

as distribution of materials for information purposes only.

Documents

Notice of Position Statement (Approval) Regarding …2020/02/09 · 4. Amendment s to the Company’s release “Notice of Position Statement (Approval) Regarding Tender Offer by