August 14, 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 (forWatanabeinquiries)(TEL 03-6281-4781)

Notice Regarding Results of Tender Offer for ONTSU Co., Ltd. (Securities Code:7647) and Change of Subsidiary (Change of Specified Subsidiary)
GENDA Inc. (hereinafter "Tender Offeror") resolved at a meeting of its Board of Directors on June 27,2024 to acquire shares of common stock (hereinafter "Target Company Shares") of ONTSU Co., Ltd.
(Tokyo Stock Exchange, Standard Market, Securities Code: 7647, the "Target Company") through a tender
offer (the "Tender Offer") as provided for in the Financial Instruments and Exchange Law (Act No. 25 of1948, including subsequent amendments. hereinafter the "Law"), and the tender offer was launched onJune 28, 2024. The Tender Offeror hereby announces the following that the Tender Offer has been closed
as of August 13, 2024.
The Tender Offeror also announces that as a result of the Tender Offer and the acquisition of all
outstanding shares of K.K.Digiunit by the Tender Offeror, the Target Company will become a consolidated
subsidiary of the Tender Offeror as of August 19, 2024 (the commencement date of settlement of theTender Offer), and it will also become a specified subsidiary of the Tender Offeror.

I. Result of the Tender Offer
1. Outline of the Tender Offer, etc.
(1) Name and Location of the Tender Offeror
GENDA Inc. Tokyo Shiodome Building 17th Floor, 1-9-1 Higashi Shimbashi, Minato-ku, Tokyo, Japan(2) Name of the subject
ONTSU Co., Ltd.

(3) Type of Share Certificates, etc. to be Purchased1Common stock(4) Number of Share Certificates, etc. to be Purchased
Type of Share
Certificates, etc.

Number of shares to bepurchased

Minimum Number of Shares
to be Purchased

Maximum number of 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 in the Tender Offer (the "Tendered Shares") is less thanthe minimum number of shares to be purchased (78,320,000 shares), none of the Tendered
Shares will be purchased by the Tender Offeror. If the total number of tendered sharecertificates and other securities exceeds the minimum number of shares to be purchased(78,320,000 shares), all of the tendered share certificates and other securities will bepurchased.
(Note 2) The number of shares to be purchased is the maximum number of share certificates, etc. of theTarget Company to be acquired by the Tender Offeror through the Tender Offer. Such maximum
number of shares(152,745,735 shares) is calculated by minus the number of shares of theTarget Company (50,443,500 shares) held by K.K.Digiunit, the largest and major shareholder of
the Target Company from shares(203,189,235 shares) that is subtracting the number of treasury
shares (3,661,410 shares) held by the Target Company as of the same date from the total
number of issued shares (206,850,645 shares) as of March 31, 2024, as stated in the 44th
Annual Securities Report filed by the Target Company on June 21, 2024 (the "Target Company
Annual Securities Report").
(Note 3) Shares constituting less than one unit are also subject to the Tender Offer. In the event thatshareholders exercise their right to request purchase of shares constituting less than one unit inaccordance with the Companies Act (Law No. 86 of 2005, including subsequent amendments),
the Target Company may purchase its own shares during the Tender Offer period (hereinafter"Tender Offer Period") in accordance with the procedures prescribed by law.
(Note 4) There is no plan to acquire treasury stock held by the Target Company through the Tender Offer.

(5) Tender Offer Period(i) Period of the Tender Offer at the time of filing
Friday, June 28, 2024 through Tuesday, August 13, 2024 (31 business days)(ii) Possibility of extension based on the subject's request
Not applicable.

2(6) Tender Offer Price
33 yen per share of common stock

2. Result of the Tender Offer, etc.
(1) Success or failure of the tender offer
The Tender Offer was subject to the condition that if the total number of shares, etc. tendered in theTender Offer was less than the minimum number of shares to be purchased (78,320,000 shares), noneof the tendered shares, etc. would be purchased by the Tender Offeror. However, since the total
number of tendered shares (97,721,159 shares) exceeds the minimum number of shares to bepurchased (78,320,000 shares), all of the tendered shares will be purchased, as described in thePublic Notice of Commencement of Tender Offer and the Tender Offer Registration Statement.

(2) Date of public notice of the results of the Tender Offer and the name of the newspaper in which thepublic notice was published
The Tender Offeror announced the results of the Tender Offer to the press in Tokyo Stock Exchange
on August 14, 2024, based on Pursuant to Article 27-13, Paragraph 1 of the Act, in accordance withArticle 9-4 of the Enforcement Order of the Financial Instruments (Cabinet Order No. 321 of 1965,including subsequent amendments) and Exchange Law and Article 30-2 of the Cabinet Office
Ordinance (Ministry of Finance Ordinance No. 38 of 1990, including subsequent amendments.) on
Disclosure of Tender Offers for Share Certificates, etc., by Entities Other than Issuers.

(3) Number of Share Certificates, etc. Purchased
Type of Share Certificates, etc.
Stock certificate
Stock options
Bond with stock options
Trust Beneficiary Certificates for
Share Certificates and Other
Securities ( )Depositary Receipts for Share
Certificates and Other Securities ( )Total amount(Total number of latent shares, etc.)

Number of applications
converted into shares
97,721,159 (shares)

Number of purchases converted
into shares
97,721,159 (shares)--------

97,721,159

97,721,159-(-)(4) Ownership Percentage of Share Certificates and Other Securities after the Tender Offer
Number of Voting Rights Represented
by Share Certificates and Other
Securities Held by the Tender Offeror
before the Tender Offer
Number of Voting Rights Represented
by Shares, etc. Held by Specially
Related Parties before the Tender Offer0(Ownership Percentage of Share Certificates, etc.
before the Tender Offer0%)

661,186(Ownership Percentage of Share Certificates, etc.
before the Tender Offer
32.54%)

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Number of Voting Rights Represented
by Share Certificates, etc. Held by theTender Offeror after the Tender Offer
Number of Voting Rights Represented
by Share Certificates, etc. Held bySpecially Related Parties after theTender Offer
Number of voting rights of allshareholders, etc. of the Target
Company

977,211(Ownership Percentage of Share Certificates, etc.
afterthe Tender Offer
48.09%)

571,395(Ownership Percentage of Share Certificates, etc.
after the Tender Offer28.12%)

2,031,715(Note 1) "Number of Voting Rights Represented by Shares, etc. Held by Specially Related Parties
before the Tender Offer" and "Number of Voting Rights Represented by Share Certificates, etc.
Held by Specially Related Parties after the Tender Offer" indicate the number of voting rights
represent the total number of voting rights represented by shares, etc. held by each SpeciallyRelated Party(However, this excludes persons who are excluded from the specially relatedparties in accordance with Article 3, Paragraph 2, Item 1 of the Cabinet Office Ordinance in thecalculation of the shareholding ratio in each item of Article 27-2, Paragraph 1 of the Law.)(Note 2) The "Number of voting rights of all shareholders, etc. of the Target Company" is the number ofvoting rights of all shareholders, etc. as of March 31, 2024, as stated in the Annual Securities
Report of the Target Company. However, since shares constituting less than one unit are also
subject to the Tender Offer, in calculating the "Ownership Percentage of Share Certificates, etc.
before the Tender Offer" and the "Ownership Percentage of Share Certificates, etc. after theTender Offer," the number of voting rights (2,031,892 units) represented by the number ofshares (203,189,235 shares), which is obtained by deducting the number of treasury shares(3,661,410 shares) owned by the Target Company as of the same date from the total number ofoutstanding shares (206,850,645 shares) as of March 31, 2024, as stated in the Target
Company's securities report, is used as the denominator.
(Note 3) The "Ownership Percentage of Share Certificates, etc. before the Tender Offer" and the"Ownership Percentage of Share Certificates, etc. after the Tender Offer" are rounded to two
decimal places.

(5) Calculation in the case of purchase on a pro rata basis
Not applicable.

(6) Method of settlement(i) Name and location of the head office of the financial instruments business operator, bank, etc. incharge of settlement of purchases, etc.
(Tender Offer Agent)
SMBC Nikko Securities Inc. 3-3-1 Marunouchi, Chiyoda-ku, Tokyo4

(ii) Settlement start date
Monday, August 19, 2024(iii) Method of Settlement
A notice of purchase will be mailed to the address or location of the tendering shareholder (or thestanding proxy in the case of a foreign shareholder) without delay after the end of the Tender Offer
Period. In the case of a tender from Nikko Easy Trade, the notice will be delivered by electromagnetic
means.
The purchase will be made in cash. The Tender Offer Agent will, in accordance with the instructionsof the 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.

3. Policies, etc. after the Tender Offer and Future Prospects
There is no change in the policies and future prospects after the Tender Offer from those describedin the public notice of the commencement of the Tender Offer and the Tender Offer Registration
Statement.
The shares of the Target Company are listed on the Standard Market of the Tokyo Stock Exchange
as of today, but the Tender Offeror plans to acquire all of the shares of the Target Company (excluding,however, the treasury shares held by the Target Company) and to implement a series of procedures forthe purpose of making the Target Company shares go private. If such procedures are implemented, theshares of the Target Company will be delisted through prescribed procedures in accordance with thedelisting standards of the Tokyo Stock Exchange. The specific procedures to be taken will beannounced promptly by the Target Company as soon as they are determined.

4. Location where a copy of the Tender Offer Report is available for public inspection
GENDA Inc. Tokyo Shiodome Building 17th Floor, 1-9-1 Higashi Shimbashi, Minato-ku, Tokyo, JapanTokyo Stock Exchange, Inc. 2-1 Nihonbashi Kabuto-cho, Chuo-ku, TokyoII. Changes in Subsidiaries
1.

Reason for the change
As a result of the Tender Offer and the acquisition of all outstanding shares of K.K.Digiunit by the TenderOfferor, the Target Company is scheduled to become a consolidated subsidiary of the Tender Offeror as ofAugust 19, 2024 (the commencement date of settlement of the Tender Offer). Since the Target Company'snet asset value corresponds to 30/100 or more of the Tender Offeror's net asset value and the amount of5capital of the Target Company corresponds to 10/100 or more of the Tender Offeror's capital, the Target
Company will become a specified subsidiary of the Tender Offeror on the same date.

2.Outline of the subsidiary to be transferred (the Target Company)
1)
2)
3)
4)
5)
6)

Name
Location
Title and name ofrepresentativeBusinesscapital stock(As of March 31,2024)
Date of Establishment

ONTSU Co., Ltd.
1-1-10 Honjo Higashi, Kita-ku, Osaka City
Kunihiko Okamura, Representative Director and President
Karaoke related business, Sports business and Intelligence Projectbusiness
1,819.04 million yen

August 10, 1981
24.83%
K.K.Digiunit
7.42%
DAIICHIKOSHO CO., LTD.
2.67%
Kunihiko Okamura
SusumuNakagawa
2.67%
Major Shareholders
JP JPMSE LUX RE BARCLAYS CAPITAL SEC LTD EQ COand Shareholding
2.07%(Standing proxy: MUFG Bank, Ltd.)
Ratio7)(As of March 31,
1.98%
Mamoru Kobayashi
2024)
BNYM SA/NV FOR BNYM FOR BNY GCM CLIENT ACCOUNTS
1.80%
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.
Relationship between
There are transactions such as equipment purchases
the Tender Offeror8)
between Shin Corporation, a member of the Tenderand the Target
Business relations
Offeror's group, and ONTSU Co., Ltd. entertainment, aCompany
member of the Target Company's group.
Related Party Status
Not applicable.
Consolidated operating results and consolidated financial position of the Target Company for the past three 39)
years
Year ending March 31,
Year ending March 31,
Year ending March 31,
Accounting period
2022
2023
2024
Consolidated net assets
2,869,388 thousand yen
2,954,632 thousand yen
3,129,980 thousand yen
Consolidated total assets
5,983,791 thousand yen
5,508,616 thousand yen
6,073,563 thousand yen
Consolidated net assets
13.95 yen
14.54 yen
15.40 yen
per share
Consolidated net sales
8,115,099 thousand yen
4,082,621 thousand yen
4,418,018 thousand yen
Consolidated operating
160,653 thousand yen
295,240 thousand yen
460,876 thousand yen
incomeConsolidated ordinary
135,697 thousand yen
281,340 thousand yen
450,113 thousand yen
incomeAttributable to:Shareholders of the103,182 thousand yen
169,481 thousand yen
222,333 thousand yen
parent company
Net income
Consolidated net income
0.51 yen
0.83 yen
1.09 yen
per share
Dividend per share
0.24 yen
0.24 yen
0.24 yen(Note) "Major Shareholders and Shareholding Ratio" is taken from the "Status of Major Shareholders"stated in the Target Company's Annual Securities Report.

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3.Number of shares acquired, acquisition price and status of shares held before and after acquisition(1) Number of shares held before the change

0 shares(Number of voting rights: 0)(Voting rights ownership ratio: 0%)148,164,659 shares(Number of voting rights: 1,481,646)(Percentage of voting rights held: 72.92%)
Consideration for acquisition 4,889 million yen
148,164,659 shares(Number of voting rights: 1,481,646)(Percentage of voting rights held: 72.92%)(2) Number of shares acquired(3) Acquisition cost(4) Number of shares held after the change(Note 1) In calculating the “Number of shares acquired “ and the "Number of shares held after the change"
include the shares indirectly held through K.K.Digiunit, a wholly owned subsidiary of the Offeror(number of shares of the Target: 50,443,500 shares; percentage of voting rights held: 24.83%).
(Note 2) In calculating the "Percentage of voting rights held," the number of voting rights (203,189,235shares) was calculated using the number of shares (203,189,235 shares) obtained by subtracting
the number of treasury shares held by the Target Company as of the same date (3,661,410shares) from the total number of outstanding shares (206,850,645 shares) as of March 31, 2024,
as stated in the Target Company's Annual Securities Report at The number of voting rights(2,031,892 units) was used as the denominator and rounded off to two decimal places.
(Note 3) "Acquisition cost" is rounded down to the nearest million yen. It includes the acquisition priceequivalent of all outstanding shares of K.K.Digiunit by the Offeror, but does not include Advisory
fees, etc.

4. Schedule of change (tentative)
Monday, August 19, 2024 (Commencement date of settlement of the Tender Offer)

5. Future outlook
The impact of the change in the subsidiary on the consolidated business results of the Tender Offeror iscurrently under scrutiny and will be promptly disclosed if any matter arises that should be announced.

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