7th May, 2019
FOR IMMEDIATE RELEASE:
Integral Announces 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 decided today to launch a joint tender offer (the “Tender Offer”) for shares ofcommon stock of Nitto FC Co., Ltd. (“Nitto FC” or “the Company”; TSE 4033). The Offerors are funds
advised by Integral.
Nitto FC has contributed to agriculture industry in Japan by providing high-quality fertilizer throughout
the country since its founding in January 1952. Nitto FC also deals in industrial material trading and realestate.
Through this Tender Offer, Integral aims to enhance the future corporate growth of Nitto FC. Integral
will cooperate closely with the Company management and employees, exploit the technology, sales, andmanufacturing expertise accumulated within the Company, and further expand and strengthen the businessfoundation. Preceding the Tender Offer, the Offerors executed tender offer agreements with the founding
family including the Company’s largest shareholder.
Integral, with a corporate mission to become the “Trusted Investor” of choice, makes long-term equity
investments based on a relationship of deep trust with the management of invested companies. Afterinvestment, Integral will share the “same objectives and time horizon as the management” and provide
suitable support to maximize corporate value by utilizing its network of talent in both managerial andfinancial areas and its knowhow pertaining to management and governance. For details of the Tender Offer,
please refer to the attached press release by the Offerors.
Please Contact Integral for Additional Information:
19 F, Meiji Yasuda Life Building 2-1-1, Marunouchi, Chiyoda-ku, Tokyo 100-0005 Japan
Integral Corporation / Integral Partners Corporation
Tel: +81-3-6212-6100 Fax: +81-3-6212-6099
URL: https://www.integralkk.com/en/
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 will1

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 invested companies.

2May 7, 2019
FOR IMMEDIATE RELEASE
Company Name
Name ofRepresentativeTel.

East Limited Partnership
General Partner East Partners Corporation
Satoko Hasegawa, Representative Director+81-3-6212-6097

Company Name
Name ofRepresentative

West L.P.
General Partner West Partners Ltd.
Director
John Cullinane

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

East Limited Partnership and West L.P. (hereafter collectively “Offerors”) hereby announce that theydecided on May 7, 2019 to acquire common stock of Nitto FC Co., Ltd (the “Target Shares”), listed on
First Section of Tokyo Stock Exchange and First Section of Nagoya Stock Exchange with securities code4033, through a tender offer (the “Tender Offer”) under the Financial Instruments and Exchange Act (ActNo.25 of 1948, as amended; the same applies hereafter).
The Offerors are affiliated entities of Integral Corporation (“Integral”) and were newly established forthe purpose of conducting the Tender Offer. East Limiter Partnership was established under the Limited
Partnership Act for Investment on March 29, 2019 by its general partner, East Partners Corporation, asubsidiary of Integral. West L.P, an exempted limited partnership under the laws of the British Overseas
Territory of the Cayman Islands was established on March 13, 2019 by its general partner, West Partners
Ltd., a subsidiary of Integral. Neither of the Offerors has the Target Shares as of today.
Integral is as an independent Japanese private equity company investing in listed and unlisted companies
in Japan. “Integral” stands for “integral calculus – accumulation over time” meaning that the company
will strive to establish a relationship with invested companies and will makes long-term equity investmentsby accumulating measures for sustainable enhancement of corporate value from long term perspectives.
We share the same objectives and time horizon as the management of invested companies and supports inboth managerial and financial areas with the aim to enhance their corporate value.
Integral has made investments in eighteen (18) companies in total including, but not limited to, QB Net
Holdings Co., Ltd., Skymark Airlines Inc., and Toyo Engineering Corporation. After each investment, wehave supported the companies in both managerial and financial areas with the aim to enhance theircorporate value.
Integral’s philosophy is to aim for permanent business growth and development by conducting longterm investments and resource allotment rather than to pursue a short-term profit only by conducting cost
reduction and enhancing operational efficiency. As an independent domestic fund with personnels who
have engaged in M&A related businesses and corporate management for a long time and have a high levelof expertise regarding these areas, Integral makes every effort to support invested companies in facilitating3

their growth strategies by giving the highest priority to enhancing the corporate value of invested
companies while fully understanding and respecting the characteristics of management teams in Japanesecompanies.
The Offerors have decided on May 7, 2019 to conduct the Tender Offer for the purpose of acquiring theall of Target Shares, excluding treasury shares held by Nitto FC Co., Ltd. (“Nitto FC”), and taking Nitto
FC private.
The outline of the Tender Offer is as follows:(1) Name of the target company
Nitto FC Co., Ltd.
(2) Class of Shares for the Tender OfferCommon stock(3) Tender offer period as of registration
From Wednesday, May 8, 2019 through Tuesday, June 18, 2019 (30 business days)(4) Price of tender offer
1,200 yen per share of common stock(5) Number of Target Shares to be purchased in the Tender Offer
Number of Target Shares to Minimum number of Target Maximum number of Target
be purchased

Shares to be purchased

25,131,206 (shares)

Shares to be purchased

16,754,200 (shares)- (shares)(6) Commencement date of settlement
June 25, 2019 (Tuesday)(7) Name of Tender Offer agent
Mizuho Securities Co. Ltd.

1-5-1, Otemachi, Chiyoda-ku, Tokyo

For further details of the Tender Offer, please refer to the Tender Offer Registration Statement which will
be filed on May 8, 2019 by the Offerors in respect of the Tender Offer.
End4