January 8, 2020
Company name: Mitsubishi Tanabe Pharma Corporation
Representative: Masayuki Mitsuka
President and Representative Director
Code number: 4508, First Section, Tokyo Stock Exchange
Contact: Yoshiaki Takai, Vice President,
Head of Corporate Communications Department(TEL: +81-6-6205-5211)

Announcement Concerning Results of the Tender Offer of Our Shares by Mitsubishi
Chemical Holdings Corporation which is Our Controlling Shareholder
Mitsubishi Chemical Holdings Corporation, which is our controlling shareholder(parent company), has conducted the tender offer for our common stock from November
19, 2019 to January 7, 2020. We hereby announce that we received a report concerning
the results of the tender offer from Mitsubishi Chemical Holdings Corporation asattached.
-End-(Reference)“Announcement in Relation to Results of Tender Offer for Shares of Mitsubishi Tanabe
Pharma Corporation (Securities Code: 4508)” dated January 8, 2020.

January 8, 2020
Company name:
Representative:

Contact:

Tel:

Mitsubishi Chemical Holdings
CorporationHitoshi Ochi
Representative Corporate Executive
Officer, President & Chief Executive
Officer
TSE code no.:4188, 1st section
Shigeki Habuka
Corporate Executive Officer, GeneralManager, Public Relations and Investor
Relations Office+81 (0)3-6748-7120

Announcement in Relation to Results of Tender Offer for Sharesof Mitsubishi Tanabe Pharma Corporation (Securities Code: 4508)
Mitsubishi Chemical Holdings Corporation (the “Tender Offeror”) had been in the process ofimplementing a tender offer (the “Tender Offer”) for common stock (the “Target Company CommonStock”) of Mitsubishi Tanabe Pharma Corporation (Tokyo Stock Exchange, Inc. (“TSE”) code no.:4508; the “Target Company”) pursuant to the Financial Instruments and Exchange Act (Act No. 25of 1948, as amended; “Act”) from November 19, 2019. Since the Tender Offer was completed onJanuary 7, 2020, the Tender Offeror hereby announces the results thereof, as follows.
1. Overview of Tender Offer

(1)

(2)

Name and Address of the Tender Offeror
Name:

Mitsubishi Chemical Holdings Corporation

Address:

1-1-1, Marunouchi Chiyoda-ku, Tokyo

Name of the Target Company
Mitsubishi Tanabe Pharma Corporation(3)

Class of Shares, Etc., to be Purchased

Common stock(4)

Number of Shares, Etc., to be Purchased in the Tender Offer

1Number of shares

Minimum number of shares

Maximum number of sharesintended to be purchasedintended to be purchased

intended to be purchased

244,666,211 (shares)

57,670,731 (shares)– (shares)(Note 1)

If the total number of the shares, etc., tendered in the Tender Offer (the“Tendered Shares, Etc.”) is less than the minimum number of the shares to bepurchased (57,670,731 shares), the Tender Offeror will not purchase any ofTendered Shares, Etc. If the total number of the Tendered Shares, Etc., is equal
to or more than such minimum number (57,670,731 shares), the Tender Offeror
will purchase all of the Tendered Shares, Etc. The number of shares intended
to be purchased that is stated in the relevant column is the maximum number ofthe Target Company Common Stock to be acquired by the Tender Offeror
through the Tender Offer (244,666,211 shares). Such maximum number ofshares is obtained by deducting (a) (i) the number of the treasury shares(excluding the 200,279 shares that are held by the Officer Remuneration BIP(Board Inventive Plan) Trust (the “BIP Trust”) as of September 30, 2019) heldby the Target Company as of September 30, 2019 (431,636 shares), as set forthin the Second Quarterly Earnings Release for FY 2019 (IFRS) (Consolidated)disclosed by the Target Company on October 30, 2019 (referred to as the“Target Company’s FY 2019 Second Quarterly Earnings Release”) and (ii) thenumber of shares held by The Tender Offeror (316,320,069 shares) from (b) thetotal number of issued shares of the Target Company as of September 30, 2019
(561,417,916 shares), as set forth in the Target Company’s FY 2019 Second
Quarterly Earnings Release.

(Note 2)

Shares constituting less than a whole unit will also be subject to purchasethrough the Tender Offer. The Target Company may purchase its own sharesin accordance with legal procedures during the Tender Offer Period from any
shareholder who exercises the right under the Companies Act to require theTarget Company to purchase shares constituting less than a whole unit.

(Note 3)

There is no plan to purchase the treasury shares held by the Target Company
through the Tender Offer.

(5)a.

Tender Offer Period
Tender Offer Period as of the time of filing of the Tender Offer Registration Statement
From November 19, 2019 (Tuesday) to January 7, 2020 (Tuesday) (31 business days)2

b. Possible extension of the Tender Offer Period based on the Target Company’s request
N/A(6)

Tender Offer Price
2,010 yen per share of common stock

2. Results of Tender Offer(1)

Outcome of the Tender Offer
The Tender Offer was subject to the condition that if the total number of the TenderedShares, Etc., was less than the minimum number of the shares to be purchased(57,670,731 shares), the Tender Offeror would not purchase any of the Tendered Shares,Etc.

As the total number of the Tendered Shares, Etc., (197,355,170 shares) was greaterthan the minimum number of shares to be purchased (57,670,731 shares), the Tender
Offeror will purchase all of the Tendered Shares, Etc., as described in the public notice ofcommencement of the Tender Offer and the Tender Offer Registration Statement.
(2)

Date of Public Notice of Results of the Tender Offer, and Name of Newspaper for
Public Notice
Pursuant to the provision of Article 27-13, Paragraph 1 of the Act, on January 8, 2020, at
the TSE, the Tender Offeror announced to the press the results of the Tender Offer, by themethod prescribed in Article 9-4 of the Order for Enforcement of the FinancialInstruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended) and Article30-2 of the Cabinet Office Order on Disclosure Required for Tender Offer for Share
Certificates by Persons Other Than Issuers (Ministry of Finance Order No. 38 of 1990, asamended; the “TOB Order”).

(3)

Number of Purchased Shares, Etc.

Classes of Shares, Etc.

a. Number of tendered shares
after conversion

Sharesb. Number of purchased shares
after conversion

197,355,170 shares

197,355,170 shares――――

Certificate of Stock
Acquisition Rights
Bond with Stock
Acquisition Rights

3Trust Beneficiary
Certificates for Shares, Etc.
(――――

197,355,170

197,355,170)

Depositary Receipts forShares, Etc.
()

Total
(Total Number of Potential―Shares, Etc.)
(4)

( ―)

Change in Ownership Percentage of Shares, Etc., after the Tender Offer(Ownership Percentage of Shares,

Number of Voting Rights Represented
by Shares, Etc., Owned by Tender

3,163,200 units

Etc., prior to the Tender Offer:56.39%)

Offeror prior to the Tender Offer
Number of Voting Rights Represented
by Shares, Etc., Owned by Specially0 unitRelated Parties prior to the Tender(Ownership Percentage of Shares,Etc., prior to the Tender Offer: 0%)

Offer
Number of Voting Rights Represented
by Shares, Etc., Owned by Tender

5,136,752 units

Offeror after the Tender Offer
Number of Voting Rights Represented
by Shares, Etc., Owned by Specially0 unitRelated Parties after the Tender Offer
Total Number of Voting Rights of All
Shareholders of the Target Company(Note 1)

(Ownership Percentage of Shares,
Etc., after the Tender Offer: 91.57 %)(Ownership Percentage of Shares,Etc., after the Tender Offer: 0 %)5,608,720 units

The “Number of Voting Rights Represented by Shares, Etc., Owned bySpecially Related Parties prior to the Tender Offer” is the total number of voting
rights represented by shares, etc., held by Specially Related Parties (excluding
those who will be excluded from the Specially Related Parties in calculating theshareholding ratio prescribed in each Item of Article 27-2, Paragraph 1 of theAct pursuant to Article 3, Paragraph 2, Item 1 of the TOB Order).

(Note 2)The “Total Number of Voting Rights of All Shareholders of the Target Company”
represents the total number of voting rights of all shareholders of the Target
Company as of September 30, 2019, as stated in the Target Company’s FY2019
Second Quarterly Report submitted by the Target Company on November 6,4

2019 (described on the assumption that 1 unit is 100 shares).

However, since

the shares constituting less than a whole unit were also subject to the purchasethrough the Tender Offer, in the calculation of the “Ownership Percentage ofShares, Etc., prior to the Tender Offer” and “Ownership Percentage of Shares,Etc., after the Tender Offer”, the number of the voting rights (5,609,862 votingrights) represented by the number of shares (560,986,280 shares) that is obtainedby deducting (a) the number of treasury shares (excluding the Target Company
Common Stock possessed by BIP Trust as of September 30, 2019 (200,279shares)) (431,636 shares) held by the Target Company as of September 30, 2019,as set forth in the Target Company’s FY 2019 Second Quarterly Earnings
Release, from (b) the total number of issued shares of the Target Company as of
September 30, 2019, as set forth in the Target Company’s FY 2019 Second
Quarterly Earnings Release (561,417,916 shares), is used as the denominator.
(Note 3)The “Ownership Percentage of Shares, Etc., prior to the Tender Offer” and the“Ownership Percentage of Shares, Etc., after the Tender Offer” are rounded tothe second decimal places.

(5)

Calculation in the Case Where Purchase, Etc. Will be Conducted by theProportional Distribution Method
N/A

(6)

Method of Settlementa.

Name and Address of the Head Office of the Financial Instrument Firm in Charge ofSettlement
Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
5-2, Marunouchi 2-chome, Chiyoda-ku, Tokyo
au Kabucom Securities Co., Ltd. (the Sub-Agent) (Note)
3-2, Otemachi 1-chome, Chiyoda-ku, Tokyo(Note) As stated in “Announcement of Commencement of Tender Offer for Shares ofMitsubishi Tanabe Pharma Corporation (Securities Code: 4508)” announced by
the Tender Offeror on November 18, 2019, the Sub-Agent changed its trade namefrom “kabu.com Securities Co., Ltd.,” to “au Kabucom Securities Co., Ltd.,”
during the Tender Offer Period.

5b.

Settlement Commencement Date
January 15, 2020 (Wednesday)c.

Method of Settlement
A notice of purchase will be mailed to the address of each Tendering Shareholder (or thestanding proxy in the case of Foreign Shareholders) promptly after the end of the Tender
Offer Period.

However, the delivery by the Sub-Agent will be implemented by theelectromagnetic means through the login screen.
Payment of the purchase, etc., price will be made in cash.

The Tender Offer Agent will, in

accordance with the instructions of the Tendering Shareholders (or the standing proxy in thecase of Foreign Shareholders), remit the purchase price promptly after the commencement
date of settlement to the account designated by the Tendering Shareholder (or the standing
proxy in the case of Foreign Shareholders).

3. Policy, Etc., after the Tender Offer and Future Outlook
With respect to the policy, etc., after the Tender Offer, there is no change from those described in“Announcement of Commencement of Tender Offer for Shares of Mitsubishi Tanabe Pharma
Corporation (Securities Code: 4508)” announced by the Tender Offeror on November 18, 2019.
However, the Tender Offeror plans to proceed to acquire all of the Target Company CommonStock (excluding the shares owned by the Tender Offeror and the treasury shares owned by theTarget Company) through the sequential transactions after the Tender Offer.

Although theTarget Company Common Stock is listed on the First Section of the TSE, in the case where suchprocedures are implemented, the Target Company Common Stock will be delisted in accordancewith the TSE listing rules. The Target Company will disclose the details of the procedures inthe future promptly after it adopted the resolution.

4. Location at Which Copy of Tender Offer Report Is Available to Public

Mitsubishi Chemical Holdings Corporation

1-1-1, Marunouchi Chiyoda-ku, Tokyo

Tokyo Stock Exchange, Inc.

2-1,Nihonbashi

Kabuto-cho

Chuo-ku,Tokyo(End of the document)

6