January 29, 2021
To whom it may concern
Company: Teijin Limited
Representative: Jun Suzuki, President and CEO
Stock code: 3401 (First Section, Tokyo Stock Exchange)
Contact: Tomoko Torii, General Manager
Investor Relations Department
TEL: +81­3­3506­4395
Notice Regarding Commencement of Tender Offer for Shares in,and Execution of Capital and Business Alliance Agreement with,Japan Tissue Engineering Co., Ltd. (Stock Code: 7774)
Teijin Limited (the “Tender Offeror”) hereby announces that it resolved at a meeting of its
Board of Directors on January 29, 2021 to acquire shares of common stock in Japan Tissue
Engineering Co., Ltd. (stock code 7774 on the JASDAQ Growth Market of Tokyo Stock
Exchange, Inc. (the “TSE”); that company, the “Target Company”; those shares, “Target
Shares”) through a tender offer under the Financial Instruments and Exchange Act (Act No. 25
of 1948, as amended; the “FIEA”; that tender offer, the “Tender Offer”). The Tender Offeror
also hereby announces that it resolved at its meeting of the Board of Directors held on the same
day to execute a capital and business alliance agreement with the Target Company (the “Capitaland Business Alliance Agreement”).
I

The Tender Offer

1.

Purpose of the Tender Offer, etc.
The Tender Offeror was established as Teikoku Jinzo­Kenshi Kaisha, Ltd. in June 1918
and commenced business in Yonezawa, Yamagata. The Tender Offeror listed its shareson the TSE, Osaka Securities Exchange, Co., Ltd. (the “OSE”), and Nagoya Stock
Exchange, Inc. (the “NSE”) in May 1949 and changed its name to Teijin Limited in
November 1962, which it retains to date. The Tender Offeror was delisted from the NSE
in January 2006, and with the integration of the OSE’s cash equity market into the TSE,
the Tender Offeror is currently listed solely on the First Section of the TSE.
The Tender Offeror, its 145 subsidiaries, and its 29 affiliates (as of March 31, 2020;collectively, the “Tender Offeror Group”) conducts business primarily in the materials
domain, manufacturing and distributing high­performance materials and composites, andthe healthcare domain, manufacturing and distributing pharmaceuticals, home healthcare
products, and the like, based on a corporate philosophy that incorporates the themes“Enhancing Quality of Life, ” “In Harmony with Society,” and “Empowering Our People.”
In particular, the Tender Offeror asserts becoming “a company that supports the society

of the future” as its long­term vision and aims to create value for society in the three fields“environmental value solutions,” “safety, security, and disaster mitigation solutions,” and“demographic change and increased health consciousness solutions” to contribute to thedevelopment of a sustainable society. Throughout its over century­long history, theTender Offeror Group has achieved growth by transforming its business portfolio with afocus on the changing times. Drawing on its technological foundation, which was built
through internal research and the introduction of external technologies, the Tender Offeror
Group has made development and swift commercialization of high­value­added products
as its strength. In the materials domain, the Tender Offeror Group has led its generation
as a pioneer in the rayon business, and has expanded business into high­value­added fields
that are always at the cutting edge, including everything from polyester to aramid fibers
and carbon fibers, from raw materials to composites, as well as the provision of highly
processed parts and solutions. In the healthcare domain, the Tender Offeror Group
entered the pharmaceutical and home healthcare businesses in the 1970s, and it
established a business model for these businesses by discovering potential medical
treatment needs and creating new business areas. At a time when the level ofrecognition for osteoporosis and sleep apnea syndrome was low, the Tender Offeror
Group contributed to the dissemination of medical treatment for these diseases by
providing support for the development of diagnosis methods and the establishment of
testing environments; furthermore, the Tender Offeror Group created the new drug
“FEBURIC” (generic name: febuxostat) to treat hyperuricemia and gout, which was thefirst time in 40 years that a new drug had been developed for those conditions.
FEBURIC has played a key role in disseminating medical treatment evidence for
hyperuricemia. In terms of the home healthcare business, the Tender Offeror Group has
been a pioneer in Japan in getting home healthcare services listed under the national
health insurance. In addition to rental devices, the Tender Offeror Group established acommunity­based care system that is able to respond to patients on a 24­hour basis, aswell as a system for consistent follow­up care provided by dedicated medical specialists.
Through these systems, the Tender Offeror Group provides services that directly meet theneeds of medical institutions and patients. The Tender Offeror Group’s proportion ofoverseas sales is approximately 44%, its percentage of overseas employees isapproximately 53%, and it operates businesses in over 20 countries around the globe.
In February 2017, the Tender Offeror formulated its “Medium­term Management Plan
2017­2019: ALWAYS EVOLVING” (the “Previous Medium-Term Management
Plan”) and announced being “a company that supports the society of the future” as its
long­term vision with a view to 10 years in the future. During the period of the Previous
Medium­Term Management Plan, the Tender Offeror promoted “establishing new corebusinesses and transforming business models” as its transformation strategy and“strengthening core earnings power by accelerating growth in existing businesses” as its
growth strategy, and as a result of pursuing these strategies, it was able to clearly
distinguish between businesses that will provide a source for profits in the future andbusinesses where it can further expand profits, enabling it to determine prioritizedbusiness areas. Following this, the Tender Offeror announced its “Medium­Term
Business Plan 2020­2022: ALWAYS EVOLVING” (the “Current Medium-TermBusiness Plan”) in February 2020 and positioned the period of the Current Medium­Term
Business Plan as a period for “creating growth platforms.” Under the Current Medium­
Term Management Plan, the Tender Offeror positions businesses that need to be2

developed in order to secure future profits as “Strategic Focus” and businesses that are
already generating profits but need to be grown further as “Profitable Growth”. In
addition, as a “Strategic Focus” of the Current Medium­Term Business Plan, the Tender
Offeror has positioned enhancing innovative products and services, which are difficult tocreate by itself, through collaboration between the Tender Offeror Group’s businesses andwith entities outside the Tender Offeror Group as an important strategy for integrating
domains. The Current Medium­Term Management Plan has set the investment level at
350 billion yen, which is more than 100 billion yen higher than the total investments forinfrastructure and M&A carried out during the Previous Medium­Term Management Plan,
and with this amount, the Tender Offeror aims to create growth platforms while engaging
in proactive resource investment.
Against this background, in late August 2020 the Tender Offeror received from the Target
Company’s parent company FUJIFILM Corporation (the “Prospective Tendering
Shareholder”) an approach regarding participation in the initial bidding process related
to assignment of Target Shares owned by the Prospective Tendering Shareholder because
the Prospective Tendering Shareholder planned, in the process of optimizing its businessportfolio in the biomedical domain, to concentrate its managerial resources ondevelopment and contract development and manufacturing of iPS cell products andculture mediums that support drug development and cell therapy drugs in the field of
regenerative medicine, so the Tender Offeror examined the merits of acquiring those
Target Shares. As a result of that examination, the Tender Offeror was able to confirm
that the Target Company had already acquired marketing and manufacturing approvals
for multiple regenerative medical products, had established each structure for researchand development, production and quality control, and distribution based on extensive
knowledge and experience in that domain, and achieved a robust position as a platform
provider for regenerative medical products. The Tender Offeror believes that bycombining the Tender Offeror Group’s core technologies, including chemosynthesis,
polymer chemistry, processing, and engineering, and its healthcare business platform
together with technologies possessed by the Target Company, it will be possible topromote production technology innovations and development of related new productswith the aim of supporting the further dissemination of regenerative medical products,
and in doing so enable dramatic progress in the business of both companies.
Subsequently, the Tender Offeror examined the prospect of submitting an initial letter ofintent upon participating in the aforementioned initial bidding process by the Prospective
Tendering Shareholder, and in early October 2020 the Tender Offeror submitted an initialletter of intent. Following this, the Tender Offeror received notice from the Prospective
Tendering Shareholder in mid­October 2020 that the Tender Offeror’s participation in thesecond bidding process had been approved, and the Tender Offeror participated in thesecond bidding process. During the second bidding process, the Tender Offeror
conducted due diligence related to the Target Company’s businesses, finances, taxation
status, legal affairs, and the like and conducted interviews with the Target Company’s
management from mid­October 2020 to mid­November 2020, and it proceeded withfurther analysis and examination of specific measures, acquisition structures,
management policies after the Tender Offer, and the like designed to generate businesssynergies between the Tender Offeror Group and the Target Company, taking into accountthe information the Tender Offeror gathered through the aforementioned processes.
3

As a result of this examination, the Tender Offeror believes that the businesses conductedby the Target Company, which the Tender Offeror believes is a pioneer in regenerative
medicine in Japan, and the cell product CDMO (Note) business promoted jointly by theTender Offeror and the Target Company constitute areas of “Strategic Focus” that ought
to receive active investment of managerial resources and that acquiring Target Shares
owned by the Prospective Tendering Shareholder presents an excellent opportunity for
the Tender Offeror to enter the regenerative medical products area and cell product
CDMO business, and in addition the Tender Offeror came to recognize that sharing thetechnology and expertise that belongs to the Tender Offeror Group and collaborating on
future global expansion will enable the Tender Offeror to contribute to the expansion of
the Target Company’s regenerative medicine business and custom development andmanufacturing business. Specifically, the Tender Offeror anticipates generation of thesynergies set forth below.
Note:“CDMO” is an abbreviation for “Contract Development and Manufacturing
Organization” and refers to a pharmaceutical contract manufacturing anddevelopment organization that accepts delegation of pharmaceuticaldevelopment and manufacture of pharmaceuticals.

(i)

Sharing of technology for research and development(ii)

Sharing of expertise in the field of marketing(iii) Utilization of overseas support capabilities(iv) Expansion of the custom development and manufacturing businessIn light of the results of the aforementioned analysis and examination, on December 3,2020 the Tender Offeror submitted to the Prospective Tendering Shareholder a letter ofintent to conduct the following, among other actions: (a) conduct a tender offer for all
Target Shares at the tender offer price of 820 yen per share (the “Tender Offer Price”);(b) based on the assumption that the Target Shares will remain listed, execute measures,consulted about, examined, and agreed to between the Tender Offeror and the Target
Company as measures for avoiding delisting if, as a result of that tender offer, the Target
Shares are likely to fall under criteria for delisting; and (c) execute a capital and businessalliance agreement with the Target Company. The Tender Offeror currently believes thatmaking the Target Company a member, not a wholly owned subsidiary, of the Tender
Offeror Group will allow both parties to share the technologies and expertise they eachpossess and to mutually complement and effectively use each other’s managerial
resources, enabling the generation of synergies between the companies through strong
collaboration in the same boat. Further, the brand power of the Target Company, whom
the Tender Offeror believes is a pioneer in regenerative medicine in Japan, together withthe brand power of the Tender Offeror, whose continued business activities through a 100
years of unflagging portfolio transformation have earned the trust of its customers, willcontribute to the strengthening of the group’s brand. At the same time, the Tender
Offeror currently believes that it is vital to maintain the Target Company’s present
corporate culture and managerial independence for the purpose of improving thecorporate value of the Target Company, and to that end maintaining the listing of Target
Shares even after the Tender Offer and making the Target Company a listed subsidiarywould also be reasonable, so the Tender Offeror decided that making the Target Company
a consolidated subsidiary, rather than a wholly owned subsidiary, would be desirable.
4Subsequently, the Target Company determined it could not deny that, with respect to thescheme pertaining to the proposal from the Tender Offeror (specifically, forgoing theestablishment of an upper limit for the number of shares to be purchased in the Tender
Offer based on the assumption that the listing of Target Shares would be retained), the so­called issue of coercion, meaning pressure to tender shares in response to the Tender Offer,would exist, so the Target Company requested the Prospective Tendering Shareholder tomake a proposal setting a number of shares corresponding to less than two­thirds of thetotal number of voting rights as the maximum number of shares to be purchased as ameans of eliminating this issue of coercion, and consequently the Tender Offeror received
that proposal from the Prospective Tendering Shareholder. The Tender Offeror
determined it possible to accept the request for setting an upper limit for the number ofshares to be purchased because it intends to make the Target Company a consolidated
subsidiary, so on December 25, 2020 the Tender Offeror resubmitted its proposal to theeffect that the maximum number of shares to be purchased would be 26,389,900 shares(ownership percentage: 64.98%).
Following this, despite receiving a request from the Target Company on December 28,
2020 to raise the Tender Offer Price, the Tender Offeror communicated to the Target
Company on January 8, 2021 that it would be difficult to raise the Tender Offer Pricebecause it had been decided based on deliberation by the Board of Directors, and as aresult of the Tender Offeror, the Target Company, and the Prospective Tendering
Shareholder conducting further consultations and negotiations regarding the purport andpurposes of the Tender Offer, management policy after the Tender Offer and other related
measures, and the terms and conditions, and the like of the Tender Offer, an agreement
regarding the terms and conditions, and the like of the Tender Offer was reached in late
January 2021, so the Tender Offeror resolved at a meeting of its Board of Directors on
January 29, 2021 to conduct the Tender Offer and to execute a tender offer applicationagreement with the Prospective Tendering Shareholder. The Tender Offeror also
executed the Capital and Business Alliance Agreement with the Target Company on thesame day. In addition, on January 25, 2021, the Tender Offeror held discussions with
the Target Company’s second largest shareholder NIDEK Co., Ltd. (“NIDEK”) prior to
the execution of the Tender Offer in light of the impact that any tendering of shares by
NIDEK in response to the Tender Offer would have on the Tender Offer, and NIDEK
expressed its intention to forgo tendering the Target Shares it currently owns to date
(4,227,200 shares; ownership percentage: 10.41%) in response to the Tender Offer.
2.

Schedule and other matters(i)

Schedule

Date of resolution by the
Board of Directors

January 29, 2021 (Friday)

Date of public notice
regarding commencementof tender offer

February 1, 2021 (Monday)

5

Name of newspaper inwhich public notice is toappearAn electronic public notice will be made and a statement tothat effect will be published in the Nihon Keizai Shimbun(URL of electronic public notice http://disclosure.edinet­
fsa.go.jp/)

Filing date of tender offer
February 1, 2021 (Monday)statement(ii)

Purchase, etc. period at time of filing of statement
From February 1, 2021 (Monday) to March 2, 2021 (Tuesday) (20 business days)(iii) Possibility of extension based on the Target Company’s request
If a request for an extension of the purchase, etc. period (the “Tender Offer
Period”) is included in accordance with Article 27­10(3) of the FIEA in the Target
Company’s position statement, the Tender Offer Period will end on March 16, 2021
(Tuesday) (a period of 30 business days).
3.

Purchase, etc. priceCommon stock

4.

5.

820 yen per share

Number of share certificates, etc. to be purchased
No. of shares to bepurchased

Min. no. of shares to bepurchased

Max. no. of shares to bepurchased

26,389,900 shares

20,358,400 shares

26,389,900 shares

Other matters
The Tender Offer will not, either directly or indirectly, be conducted within the UnitedStates or targeted to the United States, use the United States post or any other such meansor method of interstate or international commerce (including, without limitation,
telephone, telex, facsimile, email, and internet communications), or be conducted via thefacilities of a securities exchange of the United States. No tendering is permitted in
response to the Tender Offer through any of the aforementioned means or methods, or via
any of the aforementioned facilities, or from within the United States.
Further, neither the tender offer statement nor any of the purchase documents associatedwith it is for delivery or distribution via post or any other method within or to the UnitedStates or from within the United States, and no such delivery or distribution is permitted.
6

The Tender Offeror will not accept any tender in response to the Tender Offer that violates,
directly or indirectly, any of the above restrictions.
Each person who wishes to tender shares in response to the Tender Offer (in the case ofnon­Japanese shareholders and the like, through their respective standing proxies) will be
requested to make representations and warranties to the following effect:•

the person wishing to tender shares does not reside in the United States either whenthat person tenders shares or sends the application to tender shares in response to
the Tender Offer;•

the person wishing to tender shares has not received or sent any information related
to the Tender Offer or documents related to purchasing whatsoever within, to, orfrom within the United States;•

with respect to purchasing or either the signing or the delivery of an application totender shares in response to the Tender Offer, the person wishing to tender shares
has not used, either directly or indirectly, the United States post or any other suchmeans or method of interstate or international commerce (including, without
limitation, telephone, telex, facsimile, email, and internet communications) or any
facility of a securities exchange within the United States; and•the person wishing to tender shares is not an agent without discretionary power, atrustee, or a person acting as a mandatary for another person (except for where that
other person gives all instructions relating to purchasing from outside the UnitedStates).

II

The Capital and Business Alliance1.

Outline of the Capital and Business Alliance Agreement(i)

Matters related to the Tender Offeror making the Target Company a consolidated
subsidiary (the capital alliance)
If the Tender Offeror resolves to execute the Tender Offer and announces that
resolution, then the Target Company will agree to the Tender Offer and bear (a) an
obligation to withhold any opinion regarding the appropriateness of the Tender
Offer Price, resolve at a meeting of its Board of Directors to the effect that it entrusts
to its shareholders’ decisions regarding whether they will tender shares in theTender Offer, make an announcement to that effect, and then submit a Target
Company’s position statement regarding that resolution after the commencement of
the Tender Offer, and (b) preserve that resolution without change or withdrawal
unless any of the terms or conditions of the Tender Offer are amended.
On and after the execution date of the Capital and Business Alliance Agreement, (a)the Target Company must not execute a tender offer for Target Shares with any third
party, or otherwise make any proposal, solicitation or provision of information to,or consultation, negotiation, agreement, or the like with, any third party regarding
any act that competes with, contradicts, or conflicts with, or is likely to compete
with, contradict, or conflict with, the Tender Offeror making the Target Company a7consolidated subsidiary (the “Capital Alliance”) or with the Tender Offer and (b)if the Target Company receives from a third party any proposal or solicitation
regarding such an act (a “Third-Party Proposal”), the Target Company must
immediately notify the Tender Offeror of that fact and the details of the solicitationor proposal and consult with the Tender Offeror in good faith in relation to a
response to that solicitation or proposal.
However, in the case that a Third­Party Proposal is made to the Target Company
from a person other than the Tender Offeror or that a third party commences a tender
offer for Target Shares (a “Third-Party Tender Offer”), if the Target Company
objectively and reasonably determines that it is highly likely its performance of theaforementioned obligations would constitute a breach of the fiduciary duty or dutyof care of its board of directors (however, the Target Company must not make that
determination based solely on the superiority or inferiority of the purchase, etc.
price or other consideration for exchange in the Third­Party Proposal or Third­Party
Tender Offer, but rather must make a sincere determination taking into account thedetails of the business alliance with the Tender Offeror, the possibility for expansionof that business alliance, and other perspectives related to improving the Target
Company’s corporate value), then promptly after making that determination (but nolater than five days before the end date of the purchase, etc. period of the Tender
Offer), the Target Company must provide the Tender Offeror with written notice tothat effect and of the specific grounds for that determination (including a written
legal opinion from an independent attorney­at­law) and the specific contents of theThird­Party Proposal. Within three business days after receiving that notice, theTender Offeror may make to the Target Company a written proposal regarding
changes to the terms and conditions of the Capital Alliance and the business alliancewith the Target Company or the Tender Offer, and during that period, the Target
Company must consult in good faith with the Tender Offeror toward the possibilityof achieving the Capital Alliance and the business alliance. If despite faithfully
deliberating the outcomes of that consultation the Target Company still objectively
and reasonably determines that it is highly likely its performance of theaforementioned obligations would constitute a breach of the fiduciary duty or dutyof care of its board of directors, then the Target Company will not be obligated toperform those obligations.
(ii)

Matters related to the business alliance between the Tender Offeror and the Target
Company
After the completion of the Tender Offer, the Tender Offeror must, in terms of abusiness alliance, provide or cause a subsidiary to provide (a) knowledge, expertise,and resources that contribute to the Target Company’s business and (b)infrastructure required for the Target Company’s business operations, and after thecompletion of the Tender Offer the Target Company must, in terms of the businessalliance, provide knowledge and expertise that contributes to the launch of theTender Offeror’s CDMO business and collaborate in that CDMO business after
taking necessary precautions regarding conflicts of interests between the Tender
Offeror and minor shareholders of the Target Company. The Tender Offeror and8the Target Company must consult in good faith regarding details of these elementsof the business alliance in the future.
Further, the Tender Offeror and the Target Company must exchange opinions
regarding matters related to the Capital Alliance and the business alliance (including
practical and technical matters) and convene a steering committee approximately
once a month as a meeting for sharing and consulting on the Target Company’s
operational status and the status of progress with the business alliance.
(iii) Matters related to Target Shares
If the Target Company issues, disposes of, or allots any shares, stock acquisitionrights, or bonds with stock acquisition rights or takes any other action that will, or
is likely to, dilute the Tender Offeror’s proportion of the voting rights pertaining toTarget Shares or proportion of Target Shares held, the Target Company must obtainprior written approval from the Tender Offeror.
(iv) Matters related the Target Company’s operations
After the completion of the Tender Offer, if the Target Company takes any of thefollowing actions or decides to take any such action, then it must provide the Tender
Offeror with at least two weeks’ written notice before the date it will take the action
or make a decision regarding taking that action and obtain the Tender Offeror’s priorwritten consent: (a) any change to any of its subsidiaries or affiliates; (b) any actionthat falls, or is likely to fall, under criteria for delisting, or any application fordelisting; (c) any business alliance similar to the business alliance with the Tender
Offeror (including the establishment of a joint venture company or licensing); or(d) any organizational change, merger, share exchange, company split, orassignment or receipt of any part or all of a business or actions similar to any of
aforementioned. Further, if after the completion of the Tender Offer the Target
Company conducts, or makes a decision regarding, certain specified matters (Note),then it must provide the Tender Offeror with at least two weeks’ written notice
regarding that matter before the date it will conduct the matter or make a decision
regarding that matter and, after providing that notice, consult in good faith with theTender Offeror in relation to that matter. In addition, if after the completion of theTender Offer the Target Company is requested by the Tender Offeror to report onor provide information regarding matters required in order for the Tender Offeror
Group to comply with laws and regulations or to execute appropriate group
governance, the Target Company must promptly make the report or provide theinformation.
(Note) Matters requiring prior consultation under the Capital and Business
Alliance Agreement are as follows: formulation of medium­term andshort­term management plans; decisions on material matters regarding
corporate operations, including commencement and withdrawal frombusinesses; decisions regarding new establishment of, and changes to,important organizational units; matters related to core personnel;
acquisition, assignment, disposal, and lending of, and other similar
9

activities in relation to, material assets; material investment and financing
matters; material fund procurement and management related matters; newestablishment of, changes to, and abolition of, personnel­related structures;
material donations; decisions on approaches toward material litigations
and the like; amendments to, new establishment of, revisions to, andabolition of important in­house rules, including amendments to the articles
of incorporation; and decisions on matters deliberated by the board of
directors as stipulated by laws and regulations, the articles of incorporation,or the Target Company’s rules for the board of directors.
(v)

Matters related to the Target Company’s officers
After the completion of the Tender Offer, the Tender Offeror will be entitled tonominate a majority of the Target Company’s directors, and if the Tender Offeror
exercises that right to nominate, the Target Company must take all procedures
necessary in order to submit to the shareholders meeting a proposal for election of
directors in which the nominated persons are candidates for director. The Tender
Offeror may cause each person it nominates to participate in meetings of the Target
Company’s board of directors and other important meeting bodies from theperspective of the Target Company’s management that are reasonably designatedby the Tender Offeror until that the person nominated is elected director of theTarget Company. Further, in the case that the Tender Offeror’s percentage ofvoting rights pertaining to Target Shares becomes 50% or less, the Tender Offeror
and the Target Company must, if requested by the Target Company, conduct
separate consultation with each other in good faith in relation to revising the numberof the Target Company’s directors the Tender Offeror is entitled to nominate to anumber that is in line with that percentage of voting rights.

(vi) Other matters•

For a period of two years from the settlement commencement date for theTender Offer, the Tender Offeror must not, in principle, (a) express any
objection to the Target Company retaining the employment of its employees
and not making disadvantageous changes to the employment conditions of
the employees overall in practice or (b) request the Target Company todismiss any of the Target Company’s employees or make disadvantageouschanges to working conditions.

•

For the time being from the settlement commencement date for the Tender
Offer, the Tender Offeror must respect the Target Company’s establishmentof head office functions in Gamagori and must not request the Target
Company to relocate head office functions away from Gamagori.

•

If the Target Company wishes to issue or the like shares, etc. for the purposeof granting incentives to officers or employees of the Target Company’s group,
the Tender Offeror must cooperate to a reasonable extent in that endeavor, on
the condition that necessary actions will be taken to ensure that the Tender10Offeror’s proportion of the voting rights pertaining to Target Shares or
proportion of Target Shares held will be maintained.
•

2.

The Tender Offeror or the Target Company may cancel the Capital andBusiness Alliance Agreement if the Tender Offeror’s proportion of voting
rights pertaining to Target Shares or proportion of Target Shares held falls
below one­third as a result of the Tender Offeror selling off Target Shares orif other specified circumstances arise.

Schedule

Date of resolution by the
Board of Directors

January 29, 2021 (Friday)

Execution of the Capitaland Business AllianceAgreement

January 29, 2021 (Friday)

Commencement date of
the Tender Offer

February 1, 2021 (Monday) (scheduled)

End date of the Tender
Offer

March 2, 2021 (Tuesday) (scheduled)

Commencement date ofsettlement

March 9, 2021 (Tuesday) (scheduled)

Please refer to the Japanese­language press release issued on January 29, 2021 for more details.
­ End ­

11