March 17th, 2020
FOR IMMEDIATE RELEASE:
Integral Announces the Completion of Tender Offer for Shares of Mamezou Holdings Co., Ltd.
Integral Corporation (“Integral”) is pleased to announce that that K2TOP Holdings Corporation (the“Company”) has completed a tender offer (the “Tender Offer”) for shares of common shares of Mamezou
Holdings Co., Ltd. (“Mamezou HD”. Securities code: 3756). The Company is a wholly owned subsidiaryof Integral, Integral 3 Limited Partnership and Innovation Alpha L.P., operated and managed by Innovation
Partners Alpha Ltd. which is advised by Integral. The Tender Offer commenced on January 31st, 2020 andcompleted on March 16th, 2020. Please refer to the attached press release by the Company 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 itsmanagement. Integral aspires to be a trusted investment fund, contributing to society through the successof the invested companies.

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FOR TRANSLATION PURPOSES ONLY
March 17, 2020
FOR IMMEDIATE RELEASE
Company Name
Name ofRepresentativeTel.

K2TOP Holdings Corporation
Yasuaki Sumikawa, Representative Director+81-3-6212-6098

Notice of Result of Tender Offer for Shares of Mamezou Holdings Co., Ltd.
(Securities Code: 3756)

K2TOP Holdings Corporation (hereafter “Offeror”) decided on January 30, 2020 to purchase commonshares of Mamezou Holdings Co., Ltd. (the “Target Shares”) (with securities code 3756, listed on the First
Section of Tokyo Stock Exchange) through a tender offer (the “Tender Offer”) under the Financial Instruments
and Exchange Act (Act No. 25 of 1948, as amended; the same applied hereafter) and the Offeror conducted theTender Offer starting on January 30, 2020. Now that the Tender Offer was completed on March 16, 2020, theOfferor hereby announce the result of the Tender Offer as described below.
1.

Outline of the Tender Offer(1) Name and address of the Offeror
K2TOP Holdings Corporation
1-9-2 Marunouchi, Chiyoda-ku, Tokyo, Japan(2) Name of the Target Company
Mamezou Holding Co., Ltd.
(3) Class of Shares for the Tender Offer
Common shares(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

18,249,911 (shares)

12,166,600 (shares)- (shares)

Note 1: If the total number of the tendered Target Shares is less than the minimum number of the Target
Shares to be purchased (12,166,600 shares), the Offeror will not purchase any of the tendered Target
Shares. If the total number of the tendered Target Shares is equal to or exceeds the minimum numberof the Target Shares to be purchased, the Offeror will purchase all the tendered Target Shares.
Note 2: The Offeror do not intend to purchase the treasury shares held by the Target Company through theTender Offer.
Note 3: In the Tender Offer, the Offeror has not set a maximum number of the Target Shares to be purchased,2

so the number of the Target Shares to be purchased is same as the maximum number of the Target
Shares of the Target Company (18,249,911 shares). The maximum number is the total number ofissued shares stated in the quarterly report for the third quarter of the fiscal year ending on December
31, 2019 of the Target Company (JGAAP) (consolidated) filed on January 30, 2020 (the “QuarterlyReport for the Third Quarter of the Fiscal Year ended on March 31, 2020 of the Target Company”)(19,535,400 shares), less the treasury shares held by the Target Company as of the same day(1,285,489 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.

(5) The period of the Tender Offer(i)

Initial term as of registration
From Friday, January 31, 2020 through Monday, March 16, 2020 (30 business days)(ii)

The possibility of extension of the period upon request of the Target Company
N/A(6) Price of Tender Offer
1,885 yen per common stock2.

Result of the Tender Offer(1) Outcome of the Tender Offer
The Offeror had set a condition that if the total number of the tendered Target Shares in theTendered Offer was less than the minimum number of the Target Shares to be purchased(12,166,600 shares), the Offeror would not purchase any of the tendered Target Shares. However,the total number of the tendered Target Shares (16,182,970 shares) exceeded the minimum numberof the Target Shares to be purchased, the Offeror purchase all the tendered Target Shares as
described in the public notice of commencement of the Tender Offer and the Tender Offer
Registration Statement.
(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 Offeror publicly announced the resultof the Tender Offer to the press at the Tokyo Stock Exchange on March 17, 2020 in the manner set
out in Article 9-4 of the Financial Instruments and Exchange Act Enforcement Order (Cabinet OrderNo. 321 of 1965, as amended) and Article 30-2 of the Cabinet Ordinance with respect to Disclosureof a Tender Offer for Share Certificates, Etc. by an Offeror other than the Issuing Company (Ministryof Finance 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 ShareCertificates, Etc. on a number-of-Certificates, Etc. purchased on ashares basis

number-of-shares basis

3

Share Certificates
Certificates of stock acquisitionrightsCertificates of corporate bonds
with stock acquisition rights

16,182,970 (shares)

16,182,970 (shares)- (shares)- (shares)- (shares)- (shares)- (shares)- (shares)- (shares)- (shares)

16,182,970 (shares)

16,182,970 (shares)- (shares)- (shares)

Beneficiary certificates of trustof Share Certificates, Etc.
()

Deposit receipts for Share
Certificates, Etc.
()

Total
(Total number of potential
Share Certificates, Etc.)(4) Proportion of ownership of Share Certificates Etc. after tender offer(Proportion of ownership of Share

Number of voting rights represented by the
Share Certificates, Etc. held by the Offeror- voting rights

Certificates, Etc. before tender offer-%)

before tender offer
Number of voting rights represented by the3,052 voting

Share Certificates, Etc. held by the special

rightsrelated persons before tender offer
Number of voting rights represented by the
Share Certificates, Etc. held by the Offeror

161,829 votingrights

after tender offer
Number of voting rights represented by theCertificates, Etc. before tender offer
1.67%)(Proportion of ownership of Share
Certificates, Etc. after tender offer
88.67%)(Proportion of ownership of Share

Share Certificates, Etc. held by the special- voting rights

related persons after tender offer
Total number of voting rights of all(Proportion of ownership of Share

Certificates, Etc. after tender offer0.00%)

182,422 voting

shareholders of the Target Company

rights

Note 1: The “Number of voting rights represented by the Share Certificates, Etc.” is the total number of thevoting rights represented by the Share Certificates held by each of the special related persons before
tender offer. (however, excluding the parties that are excluded from the Special Related Parties
pursuant to Article 3, Clause 2, Subclause 1 of the Cabinet Office Order in the calculation of theproportion of ownership prescribed in each Subclause of Article 27-2, Clause 1 of the Law).
Note 2: The “Number of voting rights of all shareholders of the Target Company” is the number of voting
rights of all shareholders as of September 30, 2019 as stated in the Quarterly Report for the Third
Quarter filed on February 14, 2020. However, since all of the Target Company Shares including
shares less than one unit (excluding treasury shares) are subject to the Tender Offer, when calculating
the “Proportion of ownership of Share Certificates, Etc. before tender offer” and the “Proportion ofownership of Share Certificates, Etc. after tender offer,” 182,499 voting rights represented by thenumber of shares (18,249,911 shares) which is the total number of issued shares as of December 31,
2019 stated in the Quarterly Report for the Third Quarter of the Fiscal Year Ending on March 31,2020 of the Target Company (19,535,400 shares) less the treasury shares held by the Target

4Company as of the same day (1,285,489 shares) is used as the denominator.
Note 3: 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 of settlementof tender offer(ii)

Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.

2-5-2, Marunouchi, Chiyoda-ku, Tokyo

au Kabucom Securities Co., Ltd. (Subagent)

1-3-2, Otemachi, Chiyoda-ku, Tokyo

Commencement date of settlement
March 24, 2020 (Tuesday)(iii)

Method of settlement
A notice regarding the purchase under the Tender Offer will be mailed to the address of tendering
shareholders (or the standing proxy in the case of foreign shareholders, etc.) without delay after theexpiration of the Tender Offer period. In addition, the stock certificates will be delivered by thesubagent through the electromagnetic method after login on the computer screen.
The purchase shall be settled in cash. The tender offer agent and the subagent will, in accordancewith the instructions given by the tendering shareholders (or the standing proxy in the case of foreign
shareholders, etc.) and without delay on or after the commencement date of settlement, remit to theaddress designated by the tendering shareholders (or the standing proxy in the case of foreign
shareholders, etc.).

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 Offeror will hold all Target Company Shares(other than treasury shares held by the Target Company). The Target Company Shares are listed on the First
Section of the Tokyo Stock Exchange as of the date hereof; however, in the case where such procedures areconducted, the Target Company Shares will be delisted through the prescribed procedures in accordance withthe stock delisting criteria of the Tokyo Stock Exchange. After delisting, the Target Company Shares will beunable to be traded on the First Section of the Tokyo Stock Exchange. The Target Company will make a publicannouncement 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
K2TOP Holdings Corporation

9-2 Marunouchi 1-chome, Chiyoda-ku, Tokyo, JapanTokyo Stock Exchange

2-1, Nihonbashi Kabuto-cho, Chuo-ku, TokyoEnd5