19th June, 2019
FOR IMMEDIATE RELEASE:
Integral Announces Completion of Tender Offer for Shares of Nitto FC Co., Ltd.
Integral Corporation (“Integral”) is pleased to announce that East Limited Partnership and West L.P.
(the “Offerors”) have completed a joint tender offer (the “Tender Offer”) for shares of common stock ofNitto FC Co., Ltd. (“Nitto FC” or “the Company”; TSE 4033). The Offerors are funds advised by Integral.
The Tender Offer commenced on 8th May, 2019 and concluded on 18th June, 2019. Please refer to theattached press release by the Offerors for details of the results of the Tender Offer.
Please Contact Integral for Additional Information:
10F, GranTokyo South Tower, 1-9-2 Marunouchi, Chiyoda-ku, Tokyo 100-6610 Japan
Integral Corporation / Integral Partners Corporation
Tel: +81-3-6212-6100 Fax: +81-3-6212-6099
URL: https://www.integralkk.com/en-home/
About Integral
Integral (Representative Directors: Nobuo Sayama and Reijiro Yamamoto) was founded in September
2007 as an independent Japanese private equity company investing in listed and unlisted companies inJapan. “Integral” stands for “integral calculus – accumulation over time” meaning that the company will
strive to establish a relationship of highest trust with the management of invested companies and will aim
to accumulate the highest wisdom over time. Integral makes equity investments from a long-range
perspective through its unique “hybrid investment” approach, utilizing both principal and fund money forinvestment. Subsequent to investment, the company will provide optimal support in terms of management
and finance through the “i-Engine” corporate value enhancement team and will collaborate with theinvested company sharing the same objectives and time horizon and seeing eye-to-eye with its
management. Integral aspires to be a trusted investment fund, contributing to society through the successof the invested companies.

1FOR TRANSLATION PURPOSES ONLY
June 19, 2019
FOR IMMEDIATE RELEASE
Company Name
Name of RepresentativeTel.
Company Name
Name of Representative

East Limited Partnership
General Partner
East Partners Corporation
Satoko Hasegawa, Representative Director+81-3-6212-6097
West L.P.
General Partner West Partners Ltd.
DirectorJohn Cullinane

Notice of Result of Tender Offer for Shares of Nitto FC Co., Ltd(Securities Code: 4033)

East Limited Partnership and West L.P. (hereafter collectively “Offerors” or individually “Offeror”) decided
on May 7, 2019 to acquire common stock of Nitto FC Co., Ltd. (the common stock the “Target Shares” andNitto FC Co., Ltd. the “Target Company”, respectively), listed on First Section of Tokyo Stock Exchange, Inc.
(the “Tokyo Stock Exchange”) and First Section of Nagoya Stock Exchange, Inc. (the “Nagoya StockExchange”) with securities code 4033 through a tender offer (the “Tender Offer”) under the FinancialInstruments and Exchange Act (Act No. 25 of 1948, as amended; the same applied hereafter) and the Offerors
conducted the Tender Offer starting on May 8, 2019. Now that the Tender Offer was completed on June 18,
2019, the Offerors hereby announce the result of the Tender Offer as described below.
1.

Outline of the Tender Offer(1) Name and address of the Offerors(i)East Limited Partnership
1-1 Marunouchi 2-chome, Chiyoda-ku, Tokyo, Japan(ii)

West L.P.
PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands(2) Name of the Target Company
Nitto FC Co., Ltd.
(3) Class of Shares for the Tender Offer
Common stock(4) Number of the Target Shares to be purchased in the Tender Offer
Number of the Target Shares tobe purchased

Minimum number of the Target
Shares to be purchased

Maximum number of the Target
Shares to be purchased

25,131,206 (shares)

16,754,200 (shares)- (shares)

Note 1: If the total number of the Target Shares tendered is less than the minimum number of the Target2

Shares to be purchased (16,754,200 shares), the Offerors will not purchase any of the tendered Target
Shares. If the total number of the Target Shares tendered is equal to or exceeds the minimum numberof the Target Shares to be purchased (16,754,200 shares), the Offerors will purchase all the tendered
Target Shares.
Note 2: The Offerors do not intend to acquire the treasury shares held by the Target Company through theTender Offer.
Note 3: In the Tender Offer, the Offerors have not set a maximum number of the Target Shares to bepurchased, so the number of shares to be purchased is stated as the maximum number of the Target
Shares of the Target Company (25,131,206 shares) to be acquired by the Offerors through the TenderOffer. The maximum number is the number of shares (25,131,206 shares) which is the total numberof issued shares as of March 31, 2019 stated in the quarterly report for the second quarter of thefiscal year ending on September 30, 2019 of the Target Company (JGAAP) (consolidated) filed on
April 26, 2019 (the “Quarterly Report for the Second Quarter of the Fiscal Year Ending on
September 30, 2019 of the Target Company”) (29,201,735 shares), less the treasury shares held by
the Target Company as of March 31, 2019 (4,070,529 shares).
Note 4: Shares less than one unit are also subject to the Tender Offer. If a right to claim for purchase ofshares less than one unit is exercised by shareholders in accordance with the Companies Act (ActNo. 86 of 2005, as amended), the Target Company may purchase its own shares less than one unit
during the period for the Tender Offer (the “Tender Offer Period”) in accordance with procedures
required by laws and regulations.
Note 5: The number of the Target Shares acquired by each Offeror is to be calculated according to theequations below. If the number of the shares calculated by the equations result in the number ofshares less than one share, the Offerors will discuss and adjust the number of shares by rounding tointegers.
East Limited PartnershipWest L.P.

-The number of the Target Shares acquired through the Tender Offer
multiplied by 867/1000
The number of the Target Shares acquired through the Tender Offer
multiplied by 133/1000(5) The period of the Tender Offer(i)

Initial term as of registration
From Wednesday, May 8, 2019 through Tuesday, June 18, 2019 (30 business days)(ii)

The possibility of extension of the period upon request of the Target Company
N/A(6) Price of Tender Offer
1,200 yen per common stock2.

Result of the Tender Offer(1) Outcome of the Tender Offer
The Offerors had set a condition that if the total number of the Target Shares tendered in theTendered Offer was less than the minimum number of the Target Shares to be purchased(16,754,200 shares), the Offerors would not purchase any of the tendered Target Shares. However,
the total number of the tendered Target Shares (23,581,813 shares) was equal to or exceeded theminimum number of the Target Shares to be purchased, the Offerors purchase all the tendered Target
Shares as described in the public notice of commencement of the Tender Offer and the Tender Offer3Registration Statement (as amended by the Amendment Registration Statement to Tender Offer
Registration Statement which was filed on May 29, 2019; hereinafter the same).
(2) Date of public notice of the result of the Tender Offer and name of newspaper in which public notice
is to appear
In accordance with Article 27-13, Paragraph 1 of the Act, the Offerors publicly announced the resultof the Tender Offer to the press at the Tokyo Stock Exchange on June 19, 2019 in the manner set outin Article 9-4 of the Financial Instruments and Exchange Act Enforcement Order (Cabinet Order No.
321 of 1965, as amended) and Article 30-2 of the Cabinet Ordinance with respect to Disclosure of aTender Offer for Share Certificates, Etc. by an Offeror other than the Issuing Company (Ministry ofFinance Ordinance No. 38 of 1990, as amended).
(3) Number of Share Certificates, Etc., Purchased
Class of Share Certificates, Etc.

Number of tendered Share

Number of tendered Share

Certificates, Etc. on a number-of-Certificates, Etc. purchased on ashares basis

number-of-shares basisShare Certificates
Certificates of stock acquisitionrightsCertificates of corporate bonds
with stock acquisition rights

23,581,813 (shares)

23,581,813 (shares)- (shares)- (shares)- (shares)- (shares)- (shares)- (shares)- (shares)- (shares)

23,581,813 (shares)

23,581,813 (shares)- (shares)- (shares)

Beneficiary certificates of trustof Share Certificates, Etc.
()

Deposit receipts for Share
Certificates, Etc.
()

Total(Total number of potential
Share Certificates, Etc.)

Note 1: As described in above “1. Outline of the Tender Offer (4) Number of the Target Shares to bepurchased in the Tender Offer,” the number of shares each Offeror acquires is planned to be (i) for
East Limited Partnership, the number of the Target Shares acquired through the Tender Offer
multiplied by 867/1000 and (ii) for West L. P., the number of the Target Shares acquired through theTender Offer multiplied by 133/1000. The “number of tendered Share Certificates, Etc. purchasedon a number-of-shares” which each Offeror acquired is as follows. The number of shares less thanone unit which resulted from the calculation has been adjusted by rounding to integers throughdiscussions between the Offerors.
Number of tendered Share Certificates, Etc.
Name of the Offeror

purchased on a number-of-shares basis

East Limited Partnership

20,445,432 sharesWest L.P.

3,136,381 shares(4) Proportion of ownership of Share Certificates Etc. after tender offer

4

Number of voting rights represented
by the Share Certificates, Etc. held by
the Offerors before tender offer
Number of voting rights represented
by the Share Certificates, Etc. held by
the special related persons beforetender offer
Number of voting rights represented
by the Share Certificates, Etc. held by
the Offerors after tender offer
Number of voting rights represented
by the Share Certificates, Etc. held by
the special related persons after tender
offer
Total number of voting rights of allshareholders of the Target Company- voting rights- voting rights(Proportion of ownership of Share
Certificates, Etc. before tender offer-%)(Proportion of ownership of Share
Certificates, Etc. before tender offer-%)

235,817
voting rights- voting rights(Proportion of ownership of Share
Certificates, Etc. after tender offer
93.83 %)
(Proportion of ownership of Share
Certificates, Etc. after tender offer-%)

251,262 votingrights

Note 1: The “Number of voting rights of all shareholders of the Target Company” is the number of voting
rights of all shareholders as of March 31, 2019 as stated in the Quarterly Report for the Second
Quarter of the 68th Term of the Target Company filed on May 13, 2019. However, since all of theTarget Company Shares including shares less than one unit (excluding treasury shares) are subjectto the Tender Offer, when calculating the “Proportion of ownership of Share Certificates, Etc. before
tender offer” and the “Proportion of ownership of Share Certificates, Etc. after tender offer,” 251,312
voting rights represented by the number of shares (25,131,206 shares) which is the total number ofissued shares as of March 31, 2019 stated in the Quarterly Report for the Second Quarter of theFiscal Year Ending on September 30, 2019 of the Target Company (29,201,735 shares) less thetreasury shares held by the Target Company as of March 31, 2019 (4,070,529 shares) is used as thedenominator.
Note 2: The “Proportion of ownership of Share Certificates, Etc. before tender offer” and the “Proportion ofownership of Share Certificates, Etc. after tender offer” have been rounded to two decimal places.

(5) Calculation in the case of tender offer on a pro-rata basis
N/A(6) Method of settlement(i)Name and address of head office of financial instruments dealers/bank, etc. in charge ofsettlement of tender offer
Mizuho Securities Co., Ltd.
1-5, Otemachi 1-chome, Chiyoda-ku, Tokyo(ii)Commencement date of settlement
June 25, 2019 (Tuesday)(iii)Method of settlement
A notice regarding the purchase under the Tender Offer will be mailed to the address oftendering shareholders (or the standing proxy in the case of foreign shareholders, etc.)
without delay after the expiration of the Tender Offer period. The purchase shall be settled
in cash. The tender offer agent will, in accordance with the instructions given by thetendering shareholders (or the standing proxy in the case of foreign shareholders, etc.) and5

without delay on or after the commencement date of settlement, remit to the address
designated by the tendering shareholders (or the standing proxy in the case of foreign
shareholders, etc.) or pay to the tendering shareholders’ account where the tender offer
agent accepted the tender in the Tender Offer, the sales price with regard to the Share
Certificates, Etc. purchased.
3.

Policies after Tender Offer and Future Prospects
There has been no change in the policies from after the Tender Offer described in the Tender Offer
Registration Statement.
The Offerors plan to conduct the series of procedures so that the Offerors will hold all Target
Company Shares (other than treasury shares held by the Target Company). The Target CompanyShares are listed on the First Section of the Tokyo Stock Exchange and the First Section of the Nagoya
Stock Exchange as of the date hereof; however, in the case where such procedures are conducted, theTarget Company Shares will be delisted through the prescribed procedures in accordance with thestock delisting criteria of the Tokyo Stock Exchange and the Nagoya Stock Exchange. After delisting,
the Target Company Shares will be unable to be traded on the First Section of the Tokyo Stock
Exchange and the First Section of the Nagoya Stock Exchange. The Target Company will make apublic announcement on the procedures to be taken in the future promptly after they are determined.

4.

Place where a copy of the tender offer report is available for public inspection
East Limited Partnership
1-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo
Tokyo Stock Exchange
2-1, Nihonbashi Kabuto-cho, Chuo-ku, Tokyo
Nagoya Stock Exchange
8-20, Sakae 3-chome, Naka-ku, Nagoya, Aichi
End6