November 10, 2023
To Whom It May Concern:
Company name:
Representative:

Contact:

Mitsui Matsushima Holdings Co., Ltd.
Taishi Yoshioka, Representative Directorand President(Stock Code: 1518, Tokyo Stock
Exchange (Prime Market) and Fukuoka
Stock Exchange)
Mikiko Abe, Executive Officer andGeneral Manager of Business Planning
Dept.
Tel: +81-92-771-2171

Notice of Acquisition of Shares of Japan Chain Holdings, Inc. to Make It a
Subsidiary
Mitsui Matsushima Holdings Co., Ltd. (the “Company”) hereby announces as detailed below, thatat its Board of Directors meeting held on November 10, 2023, it resolved to acquire 50.1% of shares
outstanding of Japan Chain Holdings, Inc. (“JCH”) (this transaction is hereinafter referred to as the“Share Acquisition”) and make it a subsidiary.
1. Reason for the Share Acquisition
The Mitsui Matsushima Group (the “Group”) adopts a policy of investing aggressively in the non-coal
production business in line with its medium-term management plan (for five years) formulated in November
2018. This transaction will be carried out as part of this policy.
JCH, a holding company, and the three companies organized under it, SUGIYAMA CHAIN CO., LTD.,
ZEXUS CHAIN Co., Ltd., and MAXCO Chain, Ltd., are a group engaged in the manufacture, sales, etc., ofindustrial roller chains and conveyer chains (hereinafter these four companies are collectively referred to as
the “JCH Group”). For more than 110 years since the founding of its business, the JCH Group has earned
high trust from customers in diverse industries both in Japan and overseas. In particular, the JCH Group
maintains a high share in the market for roller chains for power transmission both in Japan and overseas while
maintaining the highest share in the Japanese market for large conveyer chains for water treatment systems.
The JCH Group has established a strong presence in the Japanese and U.S. industrial chain markets, and thestrengths of the JCH Group includes: (1) it offers an extensive lineup of chain products made in Japan, which
are highly acclaimed both in Japan and overseas for their excellent durability, such as high fatigue and rupture
strength, (2) it has built long-standing relationships of trust with customers and has a strong customization
capability to be able to meet their diverse needs, and (3) it has a strong sales network in the U.S. industrial
chain market, which is largest in the world and is expected to continue to grow going forward.

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As the JCH Group meets our investment criteria of “niche,” “stable,” and “easy to understand” for M&A
opportunities, we believe that it will contribute to the enhancement of the Group’s corporate value.

2. Outline of the subsidiary to be changed (Japan Chain Holdings,Inc.)(1) Name
Japan Chain Holdings, Inc.
(2) Address
3-4-1 Marunouchi, Chiyoda-ku, TokyoYuichi Sugiyama, Representative Director and Chairman(3) Name and title ofHiroaki Watanabe, Representative Director and President
representative(4) BusinessGroup management(5) Capital
80 million yen(6) Establishment
April 1, 2022
(7) Major shareholder andRising Japan Equity No. 2 Investment Limited Partnership: 97.1%
shareholding ratio
Capital relationshipNone(8) Relationship between theCompany and the
Personal relationship
Nonecompany in question
Business relationshipNone(9) Consolidated operating results and financial position for the most recent three years of the company inquestion
Fiscal year
FY ended March 31,
FY ended March 31,
FY ended March 31,2021
2022
2023
6,023 million yen
Net assets
14,067 million yen
Total assets
107,178 yen
Net assets per share
15,219 million yen
Net sales
1,974 million yen
Operating profit
Ordinary profit
1,839 million yen
Profit attributable to1,478 million yen
owners of parent
Profit per share
26,302 yen
Dividend per share-

3. Outline of the counterparty of the share acquisition
(1)
(2)

Name
Address(3)

Basis of establishment(4)

Purpose ofestablishment

(5)
(6)
(7)

(8)

Establishment
Total amount of capital
contribution
Outline of contributors
of capital andshareholding ratio
Outline the generalpartner

Rising Japan Equity No. 2 Investment Limited Partnership
1-7-2 Otemachi, Chiyoda-ku, Tokyo
An investment limited partnership under the Limited Partnership Act for
Investment
To carry out buyout investments that provide risk money to middleranking/small and medium-sized companies, which play a pivotal role in theJapanese economy, with financing needs for business expansion,
reorganization, succession, etc., and support their sustainable growth andfurther growth through hands-on management support.
February 1, 201730,750 million yen (upper limit)
Japanese institutional investors and business companies
NameAddress
Name and title
ofrepresentative

Rising Japan Equity, Inc.
1-7-2 Otemachi, Chiyoda-ku, Tokyo
Tetsuo Maruyama, CEO & Representative Director2Business
Capital(9)

Relationship between
the Company and thefund in question

Relationshipbetween theCompany andthe fund inquestion
Relationshipbetween theCompany andthe generalpartner inquestion

Investment management
110 million yen
CapitalNone
relationship
PersonalNone
relationship
Business
Nonerelationship
CapitalNone
relationship
Personal
Nonerelationship
BusinessNonerelationship

4. Number of shares to be acquired, acquisition cost, and shareholdings before and after the acquisition(1) Number of shares held
before the change(2) Number of shares to beacquired(3) Acquisition cost(4) Number of shares to beheld after the change0(Number of voting rights: 0)(Percentage of voting rights held: 0%)28,156(Note 1)(Number of voting rights: 28,156)
4,333,619,217 yen(Note 2)
28,156(Number of voting rights: 28,156)(Percentage of voting rights held: 50.1%)

Notes:
1. Rising Japan Equity No. 2 Investment Limited Partnership has the right (put option) to demand, during theperiod of five years that starts after 90 days from the date of execution of share transfer, the purchase by
the Company of the remaining shares that Rising Japan Equity No. 2 Investment Limited Partnership
continuously holds after the Share Acquisition.
2. This amount is before price adjustments prescribed in the contract.

5. Schedule(1) Date of resolution of theBoard of Directors(2) Date of contract(3) Date of execution of sharetransfer

November 10, 2023
November 10, 2023
December 8, 2023 (provisional)

6. Acquisition funds
The Company plans to finance the acquisition entirely with cash and deposits on hand.

7. Future outlook
The impact of the Share Acquisition on the consolidated financial forecasts of the Company for the fiscal
year ending March 31, 2024 is currently under careful evaluation. The Company will disclose any necessary
matters promptly as they arise in the future.

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