[Translation]
February 5, 2021
To whom it may concern:
Company Name: N･FIELD Co., Ltd.
(Code Number: 6077)
Representative: Akira Kubo, President andRepresentative Director
Contact for inquiries: Hiromichi Watanabe, Executive
Officer and General Manager ofthe Administration Division(TEL. 06-6343-0600)

Company Name: CHCP-HN, Inc.
Representative: Tsutomu Kunisawa, Representative
Director
Contact for inquiries: Public Relations(TEL. 03-3511-3900)

Announcement Concerning Commencement of a Tender Offer by CHCP-HN, Inc. for the Share
Certificates, Etc. of N･FIELD Co., Ltd. (Securities Code: 6077)
CHCP-HN, Inc. hereby announces that it has decided to acquire the share certificates, etc., of N･FIELD Co.,
Ltd. through a tender offer as set forth in the attachment.
End

This material is published pursuant to Article 30, Paragraph 1, Item 4 of the Order for
Enforcement of the Financial Instruments and Exchange Act based on the request of
CHCP-HN, Inc. (the tender offeror) to N･FIELD Co., Ltd. (the target company of thetender offer).
(Attachment)“Announcement Concerning Commencement of a Tender Offer for the Share Certificates, Etc. of N･FIELD
Co., Ltd. (Securities Code: 6077)”, dated February 5, 2021

February 5, 2021
To whom it may concern:
Company Name: CHCP-HN, Inc.
Representative: Tsutomu Kunisawa, Representative
Director
Contact for: Public Relations(TEL. 03-3511-3900)

Announcement Concerning Commencement of a Tender Offer for the Share Certificates, Etc. of
N･FIELD Co., Ltd. (Securities Code: 6077)

CHCP-HN, Inc. (the “Tender Offeror”) hereby announces that the Tender Offeror has decided to implementa tender offer (the “Tender Offer”) pursuant to the Financial Instruments and Exchange Act (Act No. 25 of1948, as amended) as part of a series of transactions (the “Transactions”) the purpose of which is to make theTarget Company a wholly-owned subsidiary of the Tender Offeror by acquiring all of the common stock of
N･FIELD Co., Ltd. (code number: 6077; listed on the First Section of the Tokyo Stock Exchange, Inc. (the“TSE”); the “Target Company”) (the “Target Company Shares”; including the Target Company Sharesdelivered by the exercise of the Stock Acquisition Rights (as defined in “(2) Class of Share Certificates, Etc. to
be Purchased, Etc.” below), but excluding the treasury shares held by the Target Company), and all of the Stock
Acquisition Rights.
The Tender Offeror is a joint stock company established in December 24, 2020, with the primary purpose of
acquiring and holding, through the Tender Offer, the Target Company Shares listed on the First Section of the
TSE and the Stock Acquisition Rights, and all of its issued shares are held by CHCP Home Nursing Inc.
(“CHCP Home Nursing”) as of today. CHCP Home Nursing is a joint stock company in which all issued
shares are held by Unison Capital Partners V, LPS (“UC V LPS”) and Unison Capital Partners V(J), L.P.
(collectively with UC V LPS, “Unison V Funds”), both of which are managed and advised by Unison Capital,
Inc. (“Unison Capital”), and it was established in December 17, 2020 for the purpose of holding the shares of
the Tender Offeror. Since its foundation in 1998, Unison Capital has managed and advised five (5) funds,
including Unison V Funds, (Unison Capital and the funds invested in and advised by Unison Capital are
hereinafter collectively referred to as “Unison”). In Japan, Unison has invested a total of approximately
JPY830 billion, on an accumulated corporate value basis, in a total of 35 companies. Unison is focusing on
investments in the healthcare field, and three (3) of the most recent five (5) investments are related to thehealthcare field. Unison Capital Partners IV, LPS and Unison Capital Partners IV(F), L.P. (Unison CapitalPartners IV, LPS and Unison Capital Partners IV(F), L.P. are hereinafter collectively referred to as “Unison IV
Funds”), both of which are managed and advised by Unison Capital, on December 17, 2019, invested in
KYOWA Pharmaceutical Industry Co., Ltd., which is a pharmaceutical company specializing in the central
nervous system field and, on January 31, 2020, provided management support to Medical Corporation
Heiwakai Heiwa Hospital, which has supported community medicine in Tsurumi-ku, Yokohama since its
opening in 1946. Unison V Funds, on September 30, 2020, provided management support to Social Medical
Corporation Kumagaya General Hospital, which has an important role as a community medicine professionalin the northern medical zone of Saitama prefecture. Unison Capital established Community Healthcare
Coordination Platform, Inc. (“CHCP”) as its subsidiary in May 2017. CHCP has persons working in the
medical profession and healthcare service professionals, and consolidates individual service providers of1

medical, nursing, nursing care, pharmacy, and other services and promotes their cooperation to build asustainable healthcare platform through the pursuit of economies of scale and more sophisticated operations.
Currently, Unison and CHCP provides management support to medical institutions and dispensing pharmacies,
etc. including the aforementioned Medical Corporation Heiwakai Heiwa Hospital and Social Medical
Corporation Kumagaya General Hospital through CHCP Hospital Partners, Inc., CHCP-HP Inc., and CHCP
Pharmacy, Inc., which are investees of Unison and CHCP. On the other hand, as the most recent examples ofinvestments other than those in the healthcare field, on July 16, 2019 Unison IV Funds invested in SHiDAXCORPORATION, which provides comprehensive outsourcing services, and, on December 15, 2020 Unison
V Funds invested in All Hearts Company, Inc., which is engaged in integrated planning of brands related tobread and confectionery, and the manufacture and sale thereof. As of today, neither the Tender Offeror nor
Unison hold any of the Target Company Shares. The Tender Offeror decided to implement the Tender Offeras part of the Transactions.
In the Tender Offer, the Tender Offeror has set 8,617,000 shares (ownership percentage (Note): 66.67%) as
the minimum number of the shares to be purchased so that the voting rights of the Target Company owned by
the Tender Offeror after the completion of the Tender Offer will be two-thirds (2/3) or more of the total numberof the voting rights of the Target Company. The purpose of the Transactions is to make the Target Company
a wholly-owned subsidiary of the Tender Offeror, and it is required that a special resolution be passed at a
general shareholders’ meeting as set forth in Article 309, Paragraph 2 of the Companies Act (Act No. 86 of
2005; as amended) with respect to the implementation of the share consolidation procedures necessary formaking the Target Company a wholly-owned subsidiary of the Tender Offeror. The minimum number of theshares to be purchased is set such that the Tender Offeror can satisfy such requirement on its own. If the total
number of the share certificates, etc., to be tendered in the Tender Offer (“Tendered Share Certificates, Etc.”)
is less than such minimum number of the shares to be purchased (8,617,000 shares), the Tender Offeror will
not purchase any of the Tendered Share Certificates, Etc. On the other hand, the Tender Offeror contemplates
making the Target Company its wholly-owned subsidiary by acquiring all of the Target Company Shares in theTender Offer and therefore, has not set the maximum number of the shares to be purchased and if the total
number of the Tendered Share Certificates, Etc., is equal to or greater than the minimum number of the shares
to be purchased (8,617,000 shares), the Tender Offeror will purchase all of the Tendered Share Certificates, Etc.
As of today, the Target Company Shares are listed on the First Section of the TSE. However, since theTender Offeror has not set the maximum number of shares to be purchased, etc., in the Tender Offer, dependingon the result of the Tender Offer, the Target Company Shares may be delisted pursuant to the prescribed
procedures in accordance with the TSE’s criteria for delisting.In addition, even if the Target Company Shares
do not fall under such criteria at the time of the effectuation of the Tender Offer, the Tender Offeror plans tomake the Target Company its wholly-owned subsidiary after the Tender Offer is completed. In such case, theTarget Company Shares will be delisted pursuant to the prescribed procedures in accordance with the TSE’scriteria for delisting. The Target Company Shares will no longer be traded on the TSE after the delisting.
(Note) “Ownership percentage” means the percentage of the number of shares held by a relevant
shareholder out of the number of shares (12,925,434 shares) calculated by the following formula(rounded to two decimal places):(i) the total number of issued shares (13,210,000 shares) as of December 31, 2020, as stated in
the “Summary of Financial Statements for the Fiscal Year Ended December 31, 2020 (Japan
GAAP) (Unconsolidated)” (the “Company’s Financial Statements Summary for the Fiscal Year
Ended December 31, 2020”) published on February 5, 2021, minus (ii) the number of thetreasury shares (324,566 shares) held by the Target Company as of the same date, plus (iii) the
number of the Target Company Shares (40,000 shares in total) subject to the Stock Acquisition
Rights, the number of which is stated as the number as of December 31, 2019 in the Annual
Securities Report for the 17th Business Period filed by the Target Company on March 25, 20202

(the “Target Company’s Annual Securities Report for the 17th Business Period”); and as thenumber of issued shares as of December 31, 2020 (13,210,000 shares) as stated in the Target
Company’s Financial Statements Summary for the Fiscal Year Ended December 31, 2020 does
not differ from the number of issued shares as of December 31, 2019 as stated in the Company’s
Annual Securities Report for the 17th Business Period (13,210,000 shares), it is considered thatno Stock Acquisition Rights had been exercised and the number remained unchanged up until
December 31, 2020 (40; according to the Target Company, no Stock Acquisition Rights were
exercised from January 1, 2021 to February 4, 2021).
The overview of the Tender Offer is as follows:(1)

Name of Target Company
N･FIELD Co., Ltd.

(2)Class of Share Certificates, Etc. to be Purchased, Etc.
Common stock
Stock acquisition rights
Third Series of Stock acquisition rights issued pursuant to a resolution of the Target Company’sboard of directors meeting held on February 26, 2014 (the “Stock Acquisition Rights”) (Exercise period is from
April 1, 2015 to March 31, 2022)(3)

Period for Purchase, Etc.
From February 8, 2021 (Monday) through March 23, 2021 (Tuesday) (30 business days)(4)

Price for Purchase, Etc.
1,200 yen per share of the common stock
One (1) yen per unit of Stock Acquisition Rights(5)

Number of Share Certificates, Etc. to be Purchased
Number of shares to be
Minimum number of shares topurchased
be purchased
12,925,434 (shares)
8,617,000 (shares)(6)

Settlement Commencement Date
March 30, 2021 (Tuesday)(7)

Tender Offer Agent
Nomura Securities Co., Ltd. 1-13-1, Nihonbashi, Chuo-ku, Tokyo

Maximum number of shares
to be purchased－ (shares)

With respect to details of the Tender Offer, please refer to the Tender Offer Registration Statement concerning
the Tender Offer, which is to be filed by the Tender Offeror on February 8, 2021.
End
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 will be prepared in English, if there is any
inconsistency between the English documentation and the Japanese documentation, the Japanese3documentation will prevail.
The Tender Offer relates to the common shares of the Target Company, a company incorporated in Japan.
The Tender Offer will be conducted in accordance with the procedures and information disclosure standards
prescribed under Japanese laws and these procedures and standards may differ from the procedures andinformation 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, and thus may not becomparable to the financial statements of U.S. companies. The financial information contained or referred toin this notice is prepared in accordance with accounting principles generally accepted in Japan and suchaccounting principles may be considerably different from accounting principles generally accepted in the U.S.
or other countries. It may be difficult to enforce any right or claim arising under U.S. federal securities laws
because the Tender Offeror is incorporated outside the United States and some or all of its directors are nonU.S. residents. Shareholders may not be able to sue a company outside the United States and its directors ina non-U.S. court for violations of the U.S. securities laws. Furthermore, there is no guarantee thatshareholders will be able to compel a company outside the United States or its subsidiaries and affiliates tosubject themselves to the jurisdiction of a U.S. court.
The information provided in this notice and the documents referenced herein contains “forward-looking
statements” as defined in Section 27A of the Securities Act of 1933 (as amended) and Section 21E of the
Securities Exchange Act of 1934. Actual results may differ substantially from the projections or similarstatements implicitly or explicitly made in the forward-looking statements due to known or unknown risks,
uncertainties or other factors. No promises are made by the Tender Offeror or its affiliates that the projections
or similar statements implicitly or explicitly made in the “forward-looking statements” will ultimately be
accurate. The forward-looking statements in this notice and the documents referenced herein have been
prepared based on the information available to the Tender Offeror at the date of this notice and unless requiredby laws, regulations or financial instruments exchange rules, neither the Tender Offeror nor its affiliates are
obligated to update or revise the forward-looking statements to reflect any future events and conditions.
The Tender Offeror, the financial advisors of the Tender Offeror and the Target Company and the tender offer
agent (including their respective affiliates) may, in the ordinary course of its business, engage in the purchaseor any trade leading to the purchase of the common shares of the Target Company outside the Tender Offer for
its own or its customer’s account before commencement of, or during the period for purchases, etc. that is
specified under, the Tender Offer, in accordance with the requirements of Rule 14e-5(b) of the U.S. Securities
Exchange Act of 1934 (as amended) and to the extent permitted under Japanese financial instruments
transaction-related laws and regulations. If any information regarding such purchase is disclosed in Japan,such information will also be disclosed in English on a website of such person who has conducted such
purchase (or by other means of disclosure).

4