News Release: OKADA AIYON Corporation(6294 TSE Prime)
December 12, 2022

Notice of Business Acquisition and Establishment of a New Company
by Our Consolidated Subsidiary in the U.S.

At a meeting of the Board of Directors held today, OKADA AIYON CORPORATION resolved that our U.S.
subsidiary, Okada America,Inc. (headquartered in Oregon, U.S.A), will enter into business acquisition
agreements with Thoesen Tractor&Equipment Co., Inc. (Illinois, U.S.A), Chicago Machinery Co. (Illinois,U.S.A), and Thoesen Tractor of Indiana,Inc. (Indiana, U.S.A)
We also announce that we will merge the three companies and establish a new company named Okada
Midwest,Inc (Illinois, U.S.A, a wholly-owned subsidiary of Okada America,Inc.) as a transferee company.
*Okada America,Inc. is a wholly-owned subsidiary of our company
Although this matter does not fall under the timely disclosure standards, we disclose the information forreference. Therefore, some items and details required for timely disclosure are omitted.

1. Reason for acquisition of business
Our Group's core business is the manufacture and sale of demolition attachments used in building
demolition, infrastructure development, resource recycling, etc. We also handle forestry machinery, andlarge-scale environmental machineries such as wood crushers, and cable cranes. In addition, we are
aggressively expanding our overseas business in Europe, Asia, and other regions, particularly in North
America, meeting overseas market demand for demolition attachments.
In particular, overseas business is expected to grow steadily due to firm global demand for demolition
and infrastructure-related products, and there is considerable potential for market development. Our
long-term plan named “VISION30”, starting from April 2021 targets overseas sales of 9 billion yen (3.6billion yen in FY3/22) and an overseas sales ratio of 30.0% (18.0% in FY3/22).
Three Thoesen Toractor & Equipment Co., Inc (hereinafter referred to as “TT&E”), Chicago Machinery
Co (“CM”), and Thoesen Tractor of Indiana,Inc (“TT&I”) are headquartered in Chicago, Illinois, Midwest,U.S.A. TT&E mainly sells and leases construction machinery for demolition, scrap, and resource
recycling. CM is responsible for the sales, repair, and leasing of hydraulic excavators. TT&I is also agroup of companies to which employees operated in Indiana belong.
As for our business in North America, our sales subsidiary Okada America,Inc (Okada America) has
three bases and sells construction machinery attachments for construction machinery dealers andleasing companies. Since our sales in North America account for approximately 60% of total overseas
sales, this region is the most important market for us. To further develop this market, we havedetermined that the business acquisition is expected to have integration effects from the followingpoints.

(1) Strengthening the repair service system in North America
One of our strengths is the in-house repair service system, as we have a repair shop at each of oursales offices in Japan. However, we have not yet established such a full-scale repair service systemoverseas. We believe the acquisition will lead to a strengthening of our repair service system in North
America, since the TT&E Group focuses on repair service operations.
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News Release: OKADA AIYON Corporation(6294 TSE Prime)
December 12, 2022

(2) Capturing end-user market shares centered on the Chicago region
The area centered in Chicago, Illinois in the Midwestern United States is a fertile market for thedevelopment of aging infrastructure and demand for demolition, scrap, and recycling, but Okada
America's market development rate has been low. We believe that capturing the TT&E Group's enduser market shares in this region through this acquisition will be highly beneficial to Okada America.
(3) Synergies created by reinforcing the strengths of both TT&E and Okada America
The TT&E group did not have a dedicated sales staff and mainly waited for orders from repair
services. By becoming a subsidiary of Okada America, TT&E Group expects to further develop anddeepen its user base by strengthening its sales force. In addition, Okada America can expect tostrengthen sales of crushers, grinders, and other equipment that require more advanced repair
techniques, by having a repair service unit under the group. In this way, we believe that bothcompanies will be able to reinforce their respective strengths and generate synergies for the future.

2. Outline of the counterparty to the business acquisition(1) Thoesen Tractor&Equipment Co.,Inc.
(1)
NameThoesen Tractor&Equipment Co.,Inc.
(2)3142 E.Lincoln Hwy Lynwood,IL 60411-7728,US(4)

Location
Title/Name ofRepresentative
Business Content

(5)
(6)

CapitalEstablishment

20,000 USD (2 million yen)
1969

(7)
(8)

Net assets
Total assets

3,595 thousand USD (503 million yen)
8,727 thousand USD (1,221 million yen)

(9)

Major shareholders andshare holding ratio

Joseph Thoesen: 100.0％(10)

Fiscal year endDecember

(3)

(11)

Relationship with theCompany

President：Joseph Thoesen
Sales, repair, and leasing of construction machinery

Capital relationship
Personal relationship

None applicable
None applicable

Business relationship
Related party relationship

None applicable
None applicable*Converted in 1USD=140 JPY

2News Release: OKADA AIYON Corporation(6294 TSE Prime)
December 12, 2022

(2) Chicago Machinery Co.
(1)

Name

Chicago Machinery Co.

(2)

Location

3142 E.Lincoln Hwy Lynwood,IL 60411-7728,US(3)

Title/Name ofRepresentative

President: Joseph Thoesen(4)Business Content

Sales, repair, and leasing of construction machinery(5)

Capital1,000 USD (0.1 million yen)

(6)
(7)

Establishment
Net assets

1969
73 thousand USD (10 million yen)

(8)

Total assets
Major shareholders
and share holding
ratio
Fiscal year end

3,341 thousand USD (467 million yen)

(9)
(10)

(11)

Relationship with theCompany

Joseph Thoesen: 100.0％
December
Capital relationship
Personal relationship

None applicable
None applicable

Business relationship
Related party relationship

None applicable
None applicable*Converted in 1USD=140 JPY(3) Thoesen Tractor of Indiana,Inc.
(1)
NameThoesen Tractor of Indiana,Inc.
(2)Location

3142 E.Lincoln Hwy Lynwood,IL 60411-7728,US(3)

Title/Name ofRepresentative

President: Joseph Thoesen(4)Business Content

Sales, repair, and leasing of construction machinery(5)

Capital1,000 USD (0.1 million yen)

(6)

Establishment

1969

(7)

Net assets

72 thousand USD (10 million yen)

(8)

Total assets
Major shareholders
and share holdingratio

74 thousand USD (10 million yen)

Fiscal year end

December
Capital relationship

None applicable

Personal relationship
Business relationship

None applicable
None applicable

Related party relationship

None applicable

(9)
(10)

(11)

Relationship with theCompany

Joseph Thoesen: 100.0％*Converted in 1USD=140 JPY

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News Release: OKADA AIYON Corporation(6294 TSE Prime)
December 12, 2022

3. Outline of the business to be acquired(1) Content of the business to be acquired
Mainly sales, repair, and leasing of construction machinery (same for all three companies)(2) Sales and ordinary income of the business to be acquired for the most recent year
Thoesen
Tractor&Equipment
Co.,Inc.

Chicago Machinery Co.

Thoesen Tractor ofIndiana,Inc.

FY12/21

FY12/21

FY12/21

10,979 thousand USD(1,537 million yen)

2,910 thousand USD(407 million yen)

590 thousand USD(82 million yen)

1,221 thousand USD(170 million yen)
*Converted in 1USD=140 JPY-332 thousand USD(-46 million yen)

62 thousand USD(8 million yen)

Fiscal year end
Net sales
Ordinary income

4. Items of transferred assets and liabilities
The total assets and total liabilities excluding cash and bank loans. The amount is currently under
scrutiny, so the detailed amount has not been determined yet.
5. Acquisition price and settlement method*The acquisition price is calculated by adding up the shares of the three companies, so the total value ofthe three companies is shown as an approximate estimate.
Acquisition price

12,500 thousand USD (1,750 million yen)

Settlement method*Converted in 1USD=140 JPY

Bank transfer

6. Schedule(1) Date of resolution of Board ofDirectors(2) Date of conclusion of the businessacquisition agreement(3) Closing date (date of acquisition ofbusiness)

December 9, 2022
December 12, 2022 (planned)
December 21, 2022 (planned)

7. Outline of the new company to be established(1)(2)

NameLocation

Okada Midwest,Inc.
3142 E.Lincoln Hwy Lynwood,IL 60411-7728,US

(3)
(4)

Title/Name of Representative
CapitalPresident：Koji Sugimoto
22,000 thousand USD (3 million yen)

(5)
(6)

Establishment
Investors and shareholding ratio

December 21, 2022 (planned)
Okada America,Inc.（100％）*Converted in 1USD=140 JPY

4News Release: OKADA AIYON Corporation(6294 TSE Prime)
December 12, 2022

8. Future Outlook
The impact of this business acquisition on the current fiscal year's business performance will bedisclosed promptly after the completion of the acquisition procedures and after a careful examination of
the impact amount, etc., if such disclosure becomes necessary.

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