[Translation]

December 7, 2017
To whom it may concern:
Company name:
Representative:

Contact:

ASATSU-DK INC.
Shinichi Ueno, Representative
Director, President & Group CEO(Code: 9747, Listed on First
Section of Tokyo Stock
Exchange)
Kaori Nakajima, Department
Director, Office of Corporate
Communications
Tel: 03 (6830) 3855

Notice Regarding the Result of the Tender Offer for Shares of the Company by BCPE Madison
Cayman, L.P. and Change to the Parent Companies, the Other Affiliated Company, and theLargest Shareholder which is a Major Shareholder

The Company hereby announces that the tender offer (the “Tender Offer”) commenced on October 3,2017 for the Company’s outstanding common shares (including the Company’s common shares to bedelivered upon the exercise of the Series 2 Stock Acquisition Rights, Series 3 Stock Acquisition Rights,
Series 4 Stock Acquisition Rights, Series 5 Stock Acquisition Rights, Series 6 Stock Acquisition Rights,
Series 7 Stock Acquisition Rights, Series 8 Stock Acquisition Rights, Series 9 Stock Acquisition Rights,
Series 10 Stock Acquisition Rights, and Series 11 Stock Acquisition Rights (collectively, the “StockAcquisition Rights”) and those common shares, collectively, the “Company’s Common Shares”) byBCPE Madison Cayman, L.P. (the “Offeror”) and the Stock Acquisition Rights

was completed as ofDecember 6, 2017.
The Company also announces the parent companies, the other affiliated company, and the largest
shareholder which is a major shareholder of the Company will change on December 13, 2017 (scheduled)
as a result of the Tender Offer.
1.

Result of the Tender Offer
The Company received from the Offeror today a report on the result of the Tender Offer as announced

in the “Notice Regarding the Result of the Tender Offer for Shares of Asatsu-DK Inc. (Securities Code9747)”

1

[Translation]

The total number of tendered shares in the Tender Offer was more than the minimum number of shares
to be purchased, so the Tender Offer was successfully completed.
2.

Change to the Parent Companies, the Other Affiliated Company, and the Largest
Shareholder which is a Major Shareholder(1)

Scheduled Date of the Change

December 13, 2017 (commencement date of the settlement of the Tender Offer)(2)

Background of the Change

The Offeror announced on October 2, 2017 that the Tender Offer will be conducted, and the Company
resolved at its board of directors meeting held on that day to express an opinion endorsing the Tender
Offer and to recommend that the shareholders of the Company accept the Tender Offer.

The Tender

Offer was conducted from October 3, 2017 until December 6, 2017, and the Company received a reportfrom the Offeror that 36,233,119 shares of the Company’s Common Shares have been tendered in theTender Offer and that all of those shares will be obtained by the Offeror.
As a result, when the settlement of the Tender Offer is conducted, on December 13, 2017 (the day ofcommencement of the settlement of the Tender Offer), the number of voting rights held by the Offeror
will exceed a majority of the voting rights of all shareholders, etc. of the Company, so the Offeror will
become the parent company and the largest shareholder which is a major shareholder of the Company.
Consequently, BCPE Madison GP, LLC and Bain Capital Investors, LLC, which are the parent companiesof the Offeror, will come to indirectly hold the Company’s Common Shares through the Offeror, and will
therefore become the parent companies of the Company.
Further, the Company has been informed by the Offeror that WPP International Holding B.V. (“WPP”),
the largest shareholder which is a major shareholder of the Company have tendered in the Tender Offer allof the Company’s Common Shares it holds, and as a result, when the settlement of the Tender Offer isconducted, as of December 13, 2017 WPP will no longer be the largest shareholder which is a major
shareholder of the Company.

Also, WPP plc, which is the other affiliated company of the Company, will

no longer be the other affiliated company of the Company.
(3)

Summary of the Shareholders subject to the Change(i)Summary of the Shareholder that will become the Parent Company, and the Largest Shareholder
which is a Major Shareholder(1)

NameBCPE Madison Cayman, L.P.

2

[Translation](2)

Location

PO Box 309, Ugland House, KY1-1104, Grand Cayman, Cayman Islands(3)

Basis of incorporation

The Offeror is a limited partnership, formed and registered under the lawsof the Cayman Islands.

(4)

Purpose of incorporation

The Offeror was primarily incorporated for the purpose of investing in theCompany.

(5)

Incorporation date(6)

Totalamount

July 27, 2017of0 yencontribution(7)

Contributors, contribution
BCPE Madison Holdings Cayman, L.P.
ratio,andoutlineof100%

The Tender Offeror’s limited partner.

contributors(8)

Outlineofoperating
Name

BCPE Madison GP, LLC

partner
PO Box 309, Ugland House, KY1-1104, Grand Cayman,
Location
Cayman Islands(Partner)
Nameandposition

ofrepresentative

Bain Capital Investors, LLC(Representative)
Managing Director: John Connaughton

Business

Investment

Total amountof0 yen

contribution(9)

Outline of domestic agent
Anderson Mori & Tomotsune
Name
Satoshi Inoue, Attorney-at-Law

Akasaka

K-Tower,

Location
Minato-ku, Tokyo(10)

Relationship between the Company and the Offeror
Capital relationship

N/APersonal relationship

N/A

Business relationship

N/A

32-7,

Motoakasaka

1-Chome,[Translation]

Situationwithrelated
N/A

parties(ii)

Summary of the Person that will become the Parent Company

(1)

Name

BCPE Madison GP, LLC(2)

Location

PO Box 309, Ugland House, KY1-1104, Grand Cayman, Cayman Islands(3)

Name and position of(Partner)

representative

Bain Capital Investors, LLC(Representative)
Managing Director:
John Connaughton(4)

Business(5)Total

Investment
amountof0 yencontribution(6)

Date of establishment

September 13, 2017(7)

Net assets

N/A (note)(8)

Total assets

N/A (note)

(9)

Major

Shareholder

andBain Capital Investors, LLC: 100%

shareholding ratio(10)

Relationship between the Company and the Offeror
Capital relationship

N/A

Personal relationship

N/A

Business relationship

N/A

Situation

withrelated
N/ApartiesNote:

The Company has received an explanation from BCPE Madison GP, LLC that under the laws
and regulations or practices of Delaware, which is the jurisdiction where it was established, it isnot necessary to prepare documents equivalent to financial statements under the provisions ofthe Companies Act.

(iii)

Summary of the Person that will become the Parent Company(1)

NameBain Capital Investors, LLC(2)

Location

200 Clarendon Street, Boston, MA 02116, USA(3)

Name and position ofManaging Director
4[Translation]

representative

John Connaughton(4)

BusinessInvestment

(5)

Total

amountof0 yencontribution(6)

Date of establishment

May 11, 2000

(7)

Net assets

N/A (note)(8)

Total assets

N/A (note)

(9)

Major

Shareholder

and
N/A

shareholding ratio(10)

Relationship between the Company and the Offeror
Capital relationship

N/A

Personal relationshipN/A

Business relationship

N/A

Situation

withrelated
N/Aparties
Note:

The Company has received an explanation from Bain Capital Investors, LLC that under thelaws and regulations or practices of Delaware, which is the jurisdiction where it wasestablished, it is not necessary to prepare documents equivalent to financial statements under
the provisions of the Companies Act.

(iv)

Summary of the Shareholder that will cease to be the Other Affiliated Company

(1)

Name

WPP plc(2)

Location

27 Farm Street, London W1J 5RJ, UK(3)

Name and position ofChief Executive Officer

representative

Sir Martin Sorrell

Business

Advertising business

(4)

(v)

Summary of the Shareholder that will cease to be the Largest Shareholder which is a Major
Shareholder

(1)

Name

WPP International Holding B.V.

(2)

Location

Laan op Zuid 167, 3072 DB Rotterdam, the Netherlands(3)

Name and position ofManaging Director

representative

A. van Heulen-Mulder

Business

Share holding(4)5

[Translation](4)

Number and Ratio of Voting Rights Held by those Shareholders before and after the Change(i)

BCPE Madison Cayman, L.P.
Number of Voting Rights (Voting Rights Holding Ratio)
Attributes

Directly held

Major

Total held voting
Total

Beforethe－voting rights

rights－－Rank among－

Shareholders－

changeParent company,

After the change

largest362,331 voting

shareholder

rightswhich is a major(87.53%)362,331 voting－rights

First(87.53%)

shareholder(ii)

BCPE Madison GP, LLC
Number of Voting Rights (Voting Rights Holding Ratio)
Attributes

Directly held

Major

Total held voting
Total

Beforethe－Rank among

voting rights

rights－－－362,331 voting

362,331 votingrightsrights(87.53%)(87.53%)

Shareholders－

changeParent company(indirectly
After the change－－

holding sharesof the Company)(iii)

Bain Capital Investors, LLC
Number of Voting Rights (Voting Rights Holding Ratio)
Attributes

Directly held

Major

Total held voting
Total

Beforethe－Rank among

voting rights

rights－－－362,331 voting

362,331 voting

rightsrightsShareholders－change
Parent company
After the change－(indirectly6－

[Translation]

holding shares(87.53%)(87.53%)of the Company)(iv)

WPP plc
Number of Voting Rights (Voting Rights Holding Ratio)
Attributes

Directly held

Major

Total held voting
Totalvoting rights
Beforethechange－rights
103,311 voting

103,311 voting

rightsrights(24.96%)(24.96%)－－

Shareholders－company

After the change(v)Other affiliatedRank among－－－

WPP International Holding B.V.
Number of Voting Rights (Voting Rights Holding Ratio)
Attributes

Directly held

Major

Total held voting
Totalvoting rights

Rank amongrightsShareholders

Largest103,311 voting
Beforetheshareholder－rightschange103,311 voting
rightsFirst

which is a major(24.96%)(24.96%)

shareholder
After the change
Note:－－－－“Voting rights holding ratio” before and after the change means the ratio (rounded to the seconddecimal place) to the number of voting rights (413,953 voting rights) pertaining to the total
issued shares as of September 30, 2017 described in the Third Quarterly Securities Report(63rd term) submitted by the Company on November 21, 2017 (41,755,400 shares) minus thenumber of treasury shares owned by the Company as of September 30, 2017 (360,005 shares)
as specified in the “Summary of Consolidated Financial Statements for the Third Quarter of theterm ending December 2017 [Japanese GAAP]” submitted by the Company on November 13,
2017 (resulting in 41,395,395 shares), the same applies hereinafter.

(5)

Whether there is a Change to a Non-Listed Parent Company that is subject to Disclosure

Given that BCPE Madison GP, LLC will become a non-listed parent company of the Company as aresult of the change, it is expected that BCPE Madison GP, LLC will be subject to disclosure.
7－[Translation]

According to BCPE Madison GP, LLC, pursuant the laws and regulations of the jurisdiction where it wasestablished, it has not prepared financial statements.
3.

Future Outlook
As explained above, although 36,233,119 shares of the Company’s Common Shares were tendered in

the Tender Offer, the Offeror could not acquire all of the Company’s Common Shares through the Tender
Offer, so it is expected that the Offeror will acquire all of the Company’s Common Shares (excludingtreasury shares owned by the Company and the Company’s Common Shares owned by the Offeror) inaccordance with the procedures set out in “(4) Policy regarding reorganization, etc., following completionof the Tender Offer (so-called “two-step acquisition”)” in “3. Details and basis of, and reasons for, theopinion regarding the Tender Offer” in the Company’s press release dated October 2, 2017 titled “NoticeRegarding Opinion on Tender Offer for Shares of the Company by Bain Capital.”
As a result, it is expected that the Company's Common Shares will be delisted through prescribed
procedures in accordance with the stock delisting criteria established by the Tokyo Stock Exchange, Inc.
(“TSE”).

After delisting, the Company’s Common Shares can no longer be traded on the TSE.

Further, as announced in the Company’s press release dated October 2, 2017 titled “Notice Regarding
Revision of Dividend Forecast,” a resolution was passed at the board of directors meeting held onOctober 2, 2017 to revise the Company’s dividend forecast announced on February 14, 2017 and not to
distribute year-end dividends for the fiscal year ending December 2017, conditional on the completion of
the Tender Offer.

Given that, as explained above, that condition has been satisfied upon the successful

completion of the Tender Offer, it is expected the Company will not distribute year-end dividends with arecord date of December 31, 2017, as stated in the “Notice Regarding Revision of Dividend Forecast”
dated October 2, 2017.

For details of the revision to the dividend forecast, see the “Notice Regarding

Revision of Dividend Forecast” dated October 2, 2017.
The Company also received an explanation from the Offeror that Bain Capital Private Equity, L.P. andits group executed a Letter Agreement dated November 21, 2017 with WPP plc and its group companies(collectively, the “WPP Group”), under which it is agreed that on the commencement date of thesettlement of the Tender Offer, the petition for arbitration and the petition for an order for provisional
disposition filed by the WPP Group against the Company will be withdrawn and all existing agreements
between the WPP Group and the Company regarding the capital and business alliance will terminate (fordetails see the Company’s press release dated November 21, 2017 titled “Agreement for Tender by theWPP Group to the Tender Offer of Shares of the Company and Termination of Alliance”).

If any fact

related to those points that is to be disclosed arises in the future, we will promptly disclose that fact.
-End8