June 27, 2024
To Our Valued Stakeholders

Company Name
GENDA Inc.
Name ofRepresentative
Mai Shin
Representative
Director and President(Code No.: 9166 Tokyo Stock Exchange Growth Market)
Contact
Director CFO
Taiju
information
Watanabe(TEL 03-6281-4781)
Notice Regarding Commencement of Tender Offer for
ONTSU Co., Ltd. (Code No.:7647)
GENDA Inc. (the " Tender Offeror").hereby announces that its Board of Directors, at a meeting held today,
resolved to acquire ONTSU Co., Ltd. (Tokyo Stock Exchange, Inc. Standard Market, Securities Code: 7647,the "Target Company") through a tender offer as provided for in the Financial Instruments and Exchange
Law. ( Act No. 25 of 1948, including subsequent amendments. hereinafter referred to as the "Law").

1. Purpose of the Tender Offer(1) Outline of the Tender Offer
The Tender Offeror resolved at its Board of Directors meeting held today to acquire all of the sharesof the Target Company listed on the Standard Market of the Tokyo Stock Exchange (excluding treasury
shares held by the Target Company and the shares of the Target Company owned by K.K. Digiunit("Digiunit"), which will be described below) to make the Target Company a wholly-owned subsidiary ofthe Tender Offeror (the "Transaction"). As of today, the Tender Offeror does not own any shares of theTarget Company.
The Tender Offeror executed Tender Agreement dated today with Mr. Kunihiko Okamura, Presidentof the Target Company and the third largest shareholder (Number of shares held: 5,433,543 shares(Note 1), ownership ratio (Note 2): 2.67%), for 3,201,543 shares excluding the 2,232,000 restricted
shares allotted to him, with Mr. Susumu Nakagawa, Vice President of the Target Company and the thirdlargest shareholder (Number of shares held: 5,433,543 shares (Note 3), ownership ratio: 2.67%), for
3,201,543 shares excluding the 2,232,000 restricted shares allotted to him, and with Mr. Mamoru
Kobayashi, Senior Managing Director of the Target Company and the sixth largest shareholder (Numberof shares held: 4,027,500 shares (Note 4), shareholding ratio: 1.98%), for 3,201,543 shares excluding
the 2,232,000 restricted shares allotted to him, respectively, and have agreed to tender 8,198,586 shares(shareholding ratio: 4.03%; hereinafter the "Tendered Shares"), excluding the Restricted Shares, of14,894,586 shares of the Target Company (shareholding ratio: 7.33%) held by the Tendering Agreement
Shareholders. (Mr. Kunihiko Okamura, Mr. Susumu Nakagawa and Mr. Mamoru Kobayashi are1

hereinafter collectively referred to as the "Tendering Agreement Shareholders"). For details of the Tender
Agreement, please refer to "(i) The Application Agreement" in "(3) Matters concerning materialagreements relating to the Tender Offer" below.
(Note 1) The number of shares held by Mr. Kunihiko Okamura includes 2,232,000 restricted shares
allocated to him (ownership ratio: 1.10%), and such restricted shares are not subject to theTender Agreement because it is subject to transfer restrictions and cannot be tendered in theTender Offer. In addition, as of today, Mr. Kunihiko Okamura indirectly owns 260,281 sharesof the Target Company (rounded down to the nearest whole number) (ownership ratio: 0.13%),which corresponds to his interest through the Target Company's Officers' Shareholding
Association, but such Target Company shares are not included in the number of shares owned.
(Note 2) The "Shareholding Ratio" is the ratio (rounded to two decimal places; the same shall apply
hereinafter in the calculation of the Shareholding Ratio) to the number of shares (203,189,235shares) obtained by deducting the number of treasury shares (3,661,410 shares) held by theTarget Company as of March 31, 2024 from the total number of issued shares (206,850,645shares) as of March 31, 2024 stated in the securities report for the 44th term filed by theTarget Company on June 21, 2024 (the "Target Company Securities Report").
(Note 3) The number of shares held by Mr. Susumu Nakagawa includes 2,232,000 restricted shares
allocated to him (ownership ratio: 1.10%), and such restricted shares are not subject to Tender
Agreement because it is subject to transfer restrictions and cannot be tendered in the Tender
Offer. In addition, as of today, Mr. Susumu Nakagawa indirectly owns 260,281 shares of theTarget Company (rounded down to the nearest whole number) (ownership ratio: 0.13%),which corresponds to his interest through the Target Company's Officers' Shareholding
Association, but such Target Company shares are not included in the number of shares owned.
(Note 4) The number of shares held by Mr. Mamoru Kobayashi includes 2,232,000 restricted shares
allocated to him (ownership ratio: 1.10%), and such restricted shares are not subject toTender Agreement to tender because it is subject to transfer restrictions and cannot betendered in the Tender Offer. In addition, as of today, Mr. Mamoru Kobayashi indirectly owns
260,281 shares of the Target Company (rounded down to the nearest whole number)(ownership ratio: 0.13%), which corresponds to his interest through the Target Company'sOfficers' Shareholding Association, but such Target Company shares are not included in thenumber of shares owned.

In addition, as part of the Transaction, the Tender Offeror has agreed with Tendering Agreement
Shareholder to acquire all of the outstanding shares of Digiunit for cash consideration from the Tendering
Agreement Shareholder to the Tender Offeror on the commencement date of settlement of the Tender
Offer (the "Digiunit Share Transfer Date") subject to the Tender Offer being successfully completed.
Digiunit is an asset management company owned 33.5%, 33.5%, and 33.0% by Kunihiko Okamura,Susumu Nakagawa and Mamoru Kobayashi respectively, and is the largest shareholder of the Target
Company owning 50,443,500 shares of the Target Company (24.83%, “Non-Tendered Shares”),(Omission)

2

<Structured Diagram of the Transaction>.
I. Before the Tender Offer (Current Status)
100.00%Digiunit

24.83%

TenderingAgreement

Minority

Shareholders

shareholders

7.33%

Target367.84%

II. The Tender Offer
The Tender Offeror will conduct the Tender Offer for all of the Target Company's shares (excluding
treasury shares held by the Target Company and the Non-Tendered Shares).
100.00%Digiunit

Tendering

MinorityAgreement

shareholders

Tender Offer
OfferorShareholders
24.83%

7.33%

67.84%

TargetIII. The Share Transfer and the Squeeze-Out Procedures (defined below)
After the Tender Offer is completed, the Target Company will be taken private through the Share Transfer
and the Squeeze-Out Procedures.
Transfer of Shares
100.00%Digiunit

This squeeze-

Tendering

Minority

Agreement

shareholders

Shareholders
24.83%

3.30%

TargetIV. After Completion of the Transaction

Digiunit

100.00%Offeror24.83%

75.17%

Target4out procedure

Offeror

The Tender Offeror has set 78,320,000 shares (shareholding ratio: 38.55%) as the minimum numberof shares to be purchased in the Tender Offer. If the total number of shares tendered in the Tender Offer(the "Tendered Shares") is less than the minimum number of shares to be purchased (78,320,000shares), none of the Tendered Shares will be purchased by the Tender Offeror. Because the Tender
Offeror intends to make the Target Company a wholly-owned subsidiary of the Tender Offeror byacquiring all of the shares of the Target Company (excluding treasury shares held by the Target
Company and the Non-Tendered Shares), the Tender Offeror has not set a maximum number of shares
to be purchased, and if the total number of Tendered Shares exceeds the minimum number of shares tobe purchased (78,320,000 shares), all the Tendered Shares will be purchased by the Tender Offeror.

(Omission)

According to the "Announcement of Opinion Concerning Tender Offer by GENDA Inc. for Share of theCompany" (the "Target Company Press Release") released today by the Target Company, the Target
Company resolved at its Board of Directors meeting held today to express its opinion in favor of theTender Offer and to recommend that the shareholders of the Target Company tender their shares in theTender Offer.

(Omission)(2) Background, Purpose and Decision-Making Process of the Tender Offer, and Management Policy after
the Tender Offer(Omission)(3) Matters concerning material agreements relating to the Tender Offer(i) The Tender Agreement
As of June 27, 2024, the Tender Offeror entered into the Tender Agreement with each of the Tendering
Agreement Shareholders, where Kunihiko Okamura agrees to tender 3,201,543 shares (shareholding
ratio: 1.58%) excluding 2,232,000 restricted shares out of 5,433,543 shares of the Target Company
shares he owns, Susumu Nakagawa agrees to tender 3,201,543 shares (Ownership Percentage: 1.58%)
excluding 2,232,000 shares of the Restricted Shares out of 5,433,543 shares he owns, and Mamoru
Kobayashi agrees to tender 1,795,500 shares (shareholding ratio: 0.88%) excluding 2,232,000 restricted
shares out of 4,027,500 shares he owns. The total number of shares agreed to be tendered is 8,198,586
shares of the Target Company, and the total ownership ratio is 4.03%.
There are no preconditions for the application by each of the Tendering Agreement Shareholders inthis application agreement with each Tendering Agreement shareholders.

(ii) The Share Transfer Agreement
The Tender Offeror and the Tendering Shareholders have agreed on June 27, 2024 that, subject to5

the Tender Offer being successfully completed and the satisfaction of certain other conditions, theTendering Shareholders will transfer their Digiunit shares to the Tender Offeror as of the date of Digiunit
Share Transfer Date.

(Omission)(4) Measures to ensure the fairness of the Tender Offer, including measures to ensure the fairness of theTender Offer Price and to avoid conflicts of interest(Omission)(5) Policy on matters including organizational restructuring after the Tender Offer (matters concerning theso-called two-step acquisition)
As described in "(1) Outline of the Tender Offer" above, the Tender Offeror will conduct the Tender
Offer as part of the Transaction to make the Target Company a wholly-owned subsidiary of the Tender
Offeror, and therefore, the Tender Offeror plans to acquire all of the Target Company shares (excludingtreasury shares held by the Target Company and the Non-tender Agreement Shares) through the TenderOffer. If the Tender Offeror is unable to acquire all of the shares of the Target Company (excludingtreasury shares held by the Target Company and the Non-Tendered Shares) through the Tender Offer,the certain Squeeze-Out Procedures are planned after the Tender Offer is completed.

(Omission)(6) Likelihood of and reasons for delisting
The shares of the Target Company are listed on the Standard Market of the Tokyo Stock Exchange
as of today. However, since the Tender Offeror has not set the maximum number of shares to bepurchased in the Tender Offer, depending on the result of the Tender Offer, the shares of the Target
Company may be delisted through prescribed procedures in accordance with the delisting standards
established by the Tokyo Stock Exchange. Even if such criteria are not met at the time of completion of
the Tender Offer, the Tender Offeror intends to make the Target Company a wholly-owned subsidiary of
the Tender Offeror, and therefore, if the Tender Offer is completed, the Tender Offeror plans to conduct
a certain Squeeze-Out Procedures. If such procedures are implemented, the shares of the Target
Company will be delisted through prescribed procedures in accordance with the delisting standards
established by the Tokyo Stock Exchange. After the delisting, the shares of the Target Company will nolonger be able to be traded on the Tokyo Stock Exchange.
2.Outline of the Tender Offer, etc.
(1) Outline of the Target Company
1)
2)

NameLocation

ONTSU Co., Ltd.
1-1-10 Honjo Higashi, Kita-ku, Osaka City

63)

Title and name of therepresentative

Kunihiko Okamura, President

4)

Business

Karaoke related business, Sports business and Intelligence Projectbusiness

5)
6)

7)

8)

Capital stock(As of March 31, 2024)
Date of EstablishmentMajor Shareholders andShareholding Ratio(As of March 31, 2024)

Relationship between theTender Offeror and theTarget Company

1,819.04 million yen
August 10, 1981
K.K.Digiunit
DAIICHIKOSHO CO., LTD.

24.38%
7.42%

Kunihiko Okamura

2.67%

Susumu Nakagawa

2.67%

JP JPMSE LUX RE BARCLAYS CAPITAL SEC LTD EQ
2.07%
CO (Standing proxy: MUFG Bank, Ltd.)
1.98%
Mamoru Kobayashi
BNYM SA/NV FOR BNYM FOR BNY GCM CLIENT
1.80%
ACCOUNTS M LSCB RD (Standing Proxy: MUFG Bank,Ltd.)
Morgan Stanley MUFG Securities Co., Ltd.
0.95%
0.82%
Mitsuo Izawa
0.76%
Tomohiro Yoshida
Capital ties
Not applicable.
Personal relations
Not applicable.
There are transactions such as equipment
purchases between Shin Corporation, aBusiness relations
member of the Tender Offeror's group, andONTSU Co., Ltd. entertainment, a member of
the Target Company's group.
Related Party Status
Not applicable(Note) "Major Shareholders and Shareholding Ratio" is taken from the "Status of Major Shareholders"stated in the 44th Annual Securities Report filed by the Target Company on June 21, 2024.
(2) Schedule, etc.
(i)DateDate of resolution by the BoardofDirectors
Date of Public Notice ofCommencement of Tender Offer

Filing date of the Tender Offer
Registration
Statement

Thursday, June 27, 2024
Friday, June 28, 2024
Electronic public notice will be made and a notice to that effect will
be published in the Nihon Keizai Shimbun.
(electronic public notice address: https://disclosure2.edinetfsa.go.jp/)
Friday, June 28, 2024(ii) Period of the Tender Offer, etc. at the time of filing
Friday, June 28, 2024 through Tuesday, August 13, 2024 (31 business days)(iii) Possibility of extension based on the subject's requestNot applicable.
(iv) Contact for confirmation of extension of term

7

Not applicable.
(3) Tender Offer Price
33 Yen per share of common stock(4) Basis of Calculation of Tender Offer Price, etc.
(Omission)(5) Number of Share to be Purchased
Type of Share

Number of shares to be

Minimum Number ofMaximum number ofCertificates, etc.

purchased

Shares to be Purchased

shares to be purchased

Common stock

152,745,735 (shares)

78,320,000 (shares)- (shares)

Total amount

152,745,735 (shares)

78,320,000 (shares)- (shares)(Note 1) If the total number of shares tendered is less than the minimum number of shares to be purchased(78,320,000 shares), none of the tendered shares will be purchased. If the total number oftendered share is equal to or more than the minimum number of shares to be purchased(78,320,000 shares), all of the tendered share will be purchased by the Tender Offeror.
(Note 2) The number of shares to be purchased represents the maximum number of shares of the Target
Company to be acquired by the Tender Offeror through the Tender Offer. Such maximum number(152,745,735 shares) is the number of shares obtained by deducting the number of treasury
shares (3,661,410 shares) held by the Target Company as of March 31, 2024 from the total
number of outstanding shares (206,850,645 shares) as of the same date stated in the Target
Company's Annual Securities Report, and then deducting the number of shares of the Nontendering Agreement (50,443,735 shares).

(6) Change in the Percentage of Ownership of Share Certificates, etc. as a Result of the Tender Offer
Number of Voting Rights of the Tender

0Offeror before the Tender Offer
Number of Voting Rights of the Specially661,186

Related Parties before the Tender Offer
Number of Voting Rights of the Tender

1,527,457

Offeror after the Tender Offer
Number of Voting Rights of the Specially

504,435

Related Parties after the Tender Offer
Number of Voting Rights of all the2,031,715

shareholders of the Target Company(Note) (Omission)(7) Purchase Price 33 Yen

8(Ownership Percentage of Shares before
the Tender Offer: 0%)(Ownership Percentage of Shares before
the Tender Offer: 32.54%)(Ownership Percentage of Shares after
the Tender Offer: 75.17%)(Ownership Percentage of Shares after
the Tender Offer: 24.83%)

(Note) The purchase price is the amount obtained by multiplying the number of shares to be purchased in
the Tender Offer (152,745,735 shares) by the Tender Offer Price per share (33 yen).
(8) Method of settlement① Name and location of the head office of the financial instruments business operator, bank, etc. incharge of settlement of the purchase, etc.
SMBC Nikko Securities Inc. 3-3-1 Marunouchi, Chiyoda-ku, Tokyo② Settlement start date
Monday, August 19, 2024
③ Method of Settlement
After the end of the Tender Offer Period, the Tender Offeror will promptly mail a notice of purchase,etc. to the address or location of the shareholders who tender their shares in the Tender Offer ("TenderingShareholders, etc.") (or their standing proxies in the case of foreign shareholders, etc.).
The purchase will be made in cash. The Tender Offer Agent will, in accordance with the instructions ofthe Tendering Shareholders, etc. (or the standing proxy in the case of foreign shareholders, etc.), remit
the purchase price for the purchased shares to the place designated by the Tendering Shareholders, etc.
(or the standing proxy in the case of foreign shareholders, etc.) without delay after the settlement
commencement date.
④ Method of returning share certificates, etc.
(Omission)(9) Other Conditions and Methods of the Tender Offer(Omission)(10) Date of Public Notice of Commencement of Tender Offer
Friday, June 28, 2024
(11) Tender Offer AgentSMBC Nikko Securities Inc. 3-3-1 Marunouchi, Chiyoda-ku, Tokyo
3.Policies after the Tender Offer and Future Prospects(i) Policy after the Tender Offer(Omission)(ii)Impact on and outlook for the Tender Offeror's consolidated financial results in the future

9The impact of the Tender Offer on the Tender Offeror's business performance is currently under
scrutiny and will be announced promptly if the need to revise the business performance forecast andfacts that should be announced arise in the future.
4. Other(1) Existence and details of the agreement between the Tender Offeror and the Target Company or its
officers(i) Endorsement of the Tender Offer
According to the Target Company Press Release, the Target Company's Board of Directors, at its
meeting held today, resolved to express its opinion in favor of the Tender Offer and to recommendthat the shareholders of the Target Company tender their shares in the Tender Offer.
(ii) Agreement between the Tender Offeror and the officers of the Target Company
The Tender Offeror has executed the Tender Agreement with the Tendering Agreement
Shareholders and the Share Transfer Agreement with the Tendering Agreement Shareholders as oftoday.
(2) Other information deemed necessary for investors to decide whether to tender their shares for theTender Offer
Announcement of "Notice of Revision of Dividend Forecast for the Fiscal Year Ending March 31, 2025
(No Dividend) and Abolition of Shareholder Benefits Plan
According to the "Notice Concerning Revision of Dividend Forecast for the Fiscal Year Ending March
31, 2025 (No Dividend)" released by the Target Company today, the Target Company resolved at its
Board of Directors meeting held on the same day to revise the dividend forecast for the fiscal year ending
March 31, 2025 announced on May 10, 2024, on the condition that the Tender Offer is completed, andnot to pay interim and year-end dividends for the fiscal year ending March 31, 2025. The Target Company
also resolved to abolish its shareholder benefits plan effective from the fiscal year ending March 2025.
In addition, the Target Company has decided not to determine and deliver shareholder benefits from theinterim period ending December 31, 2024. For details, please refer to the relevant announcement by theTarget Company.

(Disclamer)This document has been translated from the Japanese original for reference purposes only. In the eventof any discrepancy between this translated document and the Japanese original, the original shall prevail.
The purpose of this document is to provide shareholders, investors, and others with information on ourmanagement policies, plans, and financial condition, and is not intended as a solicitation to buy, sell, orotherwise invest in our stock.
While every effort has been made to ensure the accuracy of the information and materials posted on thisdocument, no guarantee is made as to the accuracy of the content of the information or the timing ofupdates. In no event shall we be liable for any damage or trouble arising out of or in connection with the10use of this website, including, but not limited to, the downloading of any information or data contained inthis website, or any errors therein, regardless of the reason thereof.
Any statements on this document regarding our current plans, forecasts, and strategies that are nothistorical facts are forward-looking statements about future business performance, etc. These statements
are based on the judgment of our management in light of the information currently available to it andinvolve risks and uncertainties. Actual results may differ materially from these forward-looking statements
due to various factors, including economic conditions and competition in the entertainment industry.

11