NEWS RELEASEAOI TYO Holdings Inc.

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

July 6, 2021

Notice Regarding Results of the Tender Offer by Studio Cruise Co., Ltd. for Sharesetc. and the Changes of Parent Company and the Largest Shareholder as a Major
Shareholder
AOI TYO Holdings Inc. (“Company”) today announced that the tender offer (“Tender Offer”) for common
stock and various stock acquisition rights (collectively, “Company Stock”) of the Company, conducted byStudio Cruise Co. Ltd. (“Offeror”) beginning May 17, 2021, has been completed as of July 5, 2021.
The Company also announced that as a result of Tender Offer, the following changes are expected forthe parent company and largest shareholder of the Company as of July 12, 2021.
1.

Results of the Tender Offer
The Company has received today a report from the Offeror regarding the results of the Tender Offer.

2.

Changes of the Parent Company and the Largest Shareholder as a Major Shareholder(1) Scheduled Date of the Changes
July 12, 2021 (commencement date of settlement of the Tender Offer)(2) Background of the Change
The Company received notice today from the Offeror regarding the results of Tender Offer stating that
19,739,747 shares of Company Stock were tendered, exceeding the minimum number of shares to bepurchased (15,844,900 shares), and that as the Tender Offer has been successful, the Offeror will acquire
all shares of Company Stock.
As a result, if the settlement of Tender Offer is completed, the Offeror will own more than 50% of thevoting rights related to Company Stock with respect to the voting rights of all shareholders of the Company
as of July 12, 2021 (beginning date of Tender Offer settlement). Therefore, the Offeror is expected tobecome the new parent of the Company and the largest shareholder of the Company.

1(3) Overview of the Shareholder subject to the Change
Outline of Studio Cruise Co., Ltd. (the shareholder who will become a parent company and the largest andmajor shareholder of the Company)
(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
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)

3.

Relationship between Company and Offeror
Equity Relationship

Not applicable.

Personal Relationships

Not applicable.

Business Relationship

Not applicable.

Related Party Status

Not applicable.

Number of Voting Rights, Ratio of Voting Rights, and Number of Shares held by the Shareholder after
the Change

4.

Number of Shares

19,739,747 shares

Number of Voting Rights

197,397 voting rights

Ratio of Voting Rights

83.01%

Change in Unlisted Parent Company subject to Disclosure

As a result of Tender Offer, the Offeror will be subject to disclosure as an unlisted parent company, etc., ofthe Company.
5.

Future Prospects

As stated above, although 19,739,747 shares of the Company’s common stock were tendered in Tender2

Offer, the Offeror was unable to acquire all Company Stock during Tender Offer. Accordingly, the Offeror
intends to conduct a series of procedures to become the sole shareholder of the Company.
As a result, the shares of the Company’s common stock will be delisted in accordance with the delisting
standards of Tokyo Stock Exchange, Inc. (Tokyo Stock Exchange). Subsequent to delisting, the shares of
the Company’s common stock will no longer be traded on the First Section of the Tokyo Stock Exchange.
The Company will announce specific procedures and timing of the transaction as soon as such isdetermined in consultation with Offeror.

3