NEWS RELEASEAOI TYO Holdings Inc.

2-2-24, Higashi-shinagawa, Shinagawa-ku
Tokyo 140-8663

May 14, 2021

Notice Concerning Execution of Management Buyout andRecommendation for Acceptance
At a meeting held today, the AOI TYO Holdings Inc. (“Company”) board of directors expressed an opinion
in support of a tender offer (“Tender Offer”) for Company common stock (“AOI TYO Stock,” below) andStock Acquisition Rights (as defined under 2. Tender Offer Price, below) by Studio Cruise Co., Ltd.
(“Offeror”), a wholly owned subsidiary of Studio Cruise, L.P., which is managed by the Carlyle Group(“Carlyle,” below, including affiliated companies and other related business entities). Said tender offer ispart of a management buyout (MBO) as described below. At the same time, the Company’s board ofdirectors recommended that AOI TYO Holdings shareholders accept the Tender Offer, while leaving thedecision of acceptance of the Tender Offer for Stock Acquisition Rights to the owners of Stock Acquisition
Rights (“Owners of Stock Acquisition Rights”).
The board of director resolution in question presumes that the Tender Offer by Offeror and subsequentprocedures will result in the delisting of AOI TYO Holdings stock.
(Note) A management buyout (MBO) is a tender offer in which the Offeror is an officer of the targetentity (including a tender offer in which the Offeror conducts the Tender Offer based on a request
by an officer of the target entity and shares common interests with the officer of the target entity(see Article 441 of the Securities Listing Regulations of the Japan Exchange Group, Inc. (“TokyoStock Exchange”).
An overview of Tender Offer is presented below.
1. Overview of Offeror
(1)

Name

Studio Cruise Co., Ltd.

(2)

Head Office

5-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo(3)

Representative Name andTitle

Kazuhiro Yamada, representative director

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Control and management of the Company’s(4)Business Lines

business activities through the acquisition andownership of Company stock

(5)
(6)

Capital Stock(as of May 14, 2021)
Established

25,000 yen
April 16, 2021

Major Shareholders and(7)Ownership Ratio

Studio Cruise, L.P.

100.00％(as of May 14, 2021)(8)

Relationship between AOITYO Holdings and Offeror
Equity Relationship

Not applicable.

Personal Relationships

Not applicable.

Business Relationship

Not applicable.

Related Party Status

Not applicable.

2. Tender Offer Pricea. Cash in the amount of 900 yen per share of common stock (“Tender Offer Price”)
b. Stock Acquisition Rights① At the time of joint stock transfer (Note), cash in the amount of 1 yen per share of each individual
stock acquisition right issued on January 4, 2017 (“Stock Acquisition Rights No.2”; exercise
period from January 4, 2017 to November 27, 2042) in lieu of Stock Acquisition Rights No. 5
issued based on a resolution of the board of directors of AOI Pro. Inc. (“Aoi Pro.”) On November
12, 2012.
②At the time of joint stock transfer, cash in the amount of 1 yen per share of each individual stockacquisition right issued on January 4, 2017 (“Stock Acquisition Rights No.7”; exercise period
from January 4, 2017 to December 25, 2024) in lieu of Stock Acquisition Rights No. 10 issued
based on a resolution of the board of directors of TYO Inc. (“TYO”) On December 25, 2014.

③ At the time of joint stock transfer, cash in the amount of 1 yen per share of each individual stockacquisition right issued on January 4, 2017 (“Stock Acquisition Rights No.8”; exercise period
from January 4, 2017 to December 25, 2024) in lieu of Stock Acquisition Rights No. 11 issued
based on a resolution of the board of directors of TYO Inc. (“TYO”) On December 25, 2014.
(Stock Acquisition Rights No. 2, Stock Acquisition Rights No.7, and Stock Acquisitions Rights
No.8 referred to collectively below as “Stock Acquisition Rights.)(Note) The term “joint stock transfer” refers to AOI Pro. and TYO as wholly owned subsidiaries
under AOI TYO Holdings Inc. as the wholly owning parent company via joint stock transfer(effective January 4, 2017).

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3. Tender Offer Period
Monday, May 17, 2021 to Monday, July 5, 2021 (36 business days)
4. Number of Shares Scheduled to be Purchased
Number of Shares to be Purchased

23,767,317 shares

Minimum Number of Shares to be Purchased

15,844,900 shares

Maximum Number of Shares to be Purchased- shares5. Settlement Commencement Date
Monday, July 12, 20213