11th November, 2016
FOR IMMEDIATE RELEASE:

Integral Announces Tender Offer for Shares of OHIZUMI MFG Co., Ltd.
Integral Corporation (“Integral”) is pleased to announce that Integral OS Partnership 1 and Spring L.P.
(the “Offerors”), have decided today to launch a joint tender offer (the “Tender Offer”) for shares ofcommon stock and stock options of OHIZUMI MFG Co., Lt.d (“Ohizumi”; TSE 6618). The Offerors arefunds advised by Integral.

Ohizumi is an industry-leading manufacturer of electronics parts using thermistors made ofelectroceramics, in which the electrical resistance value varies depending on temperature, and temperature
sensors, used in the automotive and HVAC industries amongst others.

Through this Tender Offer, Integral aims to enhance the corporate value of Ohizumi through active
participation in its management by sending management personnel from Integral. Preceding the Tender
Offer, the Offerors executed a tender offer agreement with Asia Recovery Fund L.P., the largest shareholderof the Target Company, WLR Recovery Fund II L.P., the second largest shareholder of the Target Company
and Asia Recovery Co-Investment Partners L.P., the third largest shareholder of the Target Company(collectively, the “Shareholders Intending to Tender”), agreeing to tender all of their Ohizumi shares to theTender Offer.

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, the “Investors’ Guide to Tender the Shares etc. ofOHIIZUMI

MFG

Co.,

Ltd”

andOhizumi’s

press

releasepublishedon(http://www.ohizumi-mfg.jp/ir/).

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: http://www.integralkk.com/en/

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theirwebsite

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 in Japan.
“Integral” stands for “integral calculus – accumulation over time” meaning that the company will strive toestablish a relationship of highest trust with the management of invested companies, and will aim toaccumulate 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 for investment.
Subsequent to investment, the company will provide optimal support in terms of management and financethrough the “i-Engine” corporate value enhancement team, and will collaborate with the invested 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 success of invested companies.

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[Translation]
November 11, 2016
To whom it may concern:
Company name:Name ofRepresentative:
Tel:
Company name:Name ofRepresentative:

Integral OS Partnership 1
Integral OS Corporation, Partner
Yoshihiro Henmi, Representative
Director
03-6212-6097
Spring L.P.
Integral Partners (Cayman) II (A)Limited, General Partner
John Cullinane, Director

Notice of Commencement of Tender Offer for Shares, etc. of Ohizumi MFG. Co., Ltd.
(Securities Code: 6618)

Integral OS Partnership 1 and Spring L.P. (Integral OS Partnership 1 and Spring L.P. arehereinafter collectively referred to as the “Offerors”) hereby announce that they decided on
November 11, 2016 to acquire common stock (the “Target Company Shares”) and StockAcquisition Rights (as described in “(ii) Stock Acquisition Rights” of “(2) Class of Share
Certificates, Etc. for Tender Offer” below; the same applies hereinafter) of Ohizumi MFG.
Co., Ltd. (Tokyo Stock Exchange Mothers market, Securities Code 6618; the “TargetCompany”) through a tender offer (the “Tender Offer”) under the Financial Instruments andExchange Act (Act No. 25 of 1948, as amended; the same applies hereinafter).
The Offerors are (i) Integral OS Partnership 1, a partnership (nin-i kumiai) under the CivilCode formed on September 30, 2016 and (ii) Spring L.P., an exempted limited partnership
under the laws of the British Overseas Territory of the Cayman Islands formed on August 18,
2016, mainly for the purpose of investing in the Target Company. Integral OS Partnership 1
holds one hundred (100) shares of the Target Company, and Spring L.P. does not hold any
shares of the Target Company as of today. The Offerors are affiliated entities of Integral
Corporation (“Integral”), and were newly formed for the purpose of conducting the TenderOffer.
Integral makes long-term equity investments based on a relationship of deep trust with themanagement of invested companies, with its corporate mission of being a “Trusted Investor”
and by basing all of its business decisions on the following three principles: “A relationship ofdeep trust is the foundation of all business activities,” “Pursue single mindedly, the long-term
enhancement of corporate value,” and “Aim for creating ‘innovations’ by concentrating the‘highest wisdom’.” Integral has made investments in thirteen (13) companies in total
including, but not limited to, QB Net Holdings Co., Ltd. and Skymark Airlines Inc., and after1

each investment, shares the same objectives and time horizon as the management of invested
companies and supports in both managerial and financial areas with the aim to enhance theircorporate value.
With respect to operation of invested companies, Integral in principle respects their existing
management framework and provides as necessary management assistance for various
management issues by dispatching members of Integral to those companies, and, by truly
sharing the “same objectives and time horizon as the management of invested companies”,
Integral provides the most suitable support in both managerial and financial areas in order tomaximize corporate value. Integral’s motto is to aim for permanent business growth anddevelopment by conducting long-term investments and resource allotment rather than topursue a short-term profit only by conducting cost reduction and enhancing operational
efficiency. As an independent domestic fund with personnel who have engaged in M&A
related businesses and corporate management for a long time and have a high level ofexpertise regarding these areas, Integral makes every effort to support invested companies infacilitating their growth strategies by giving the highest priority to enhancing the corporate
value of invested companies while fully understanding and respecting the characteristics ofmanagement teams in Japanese companies.
The Offerors decided on November 11, 2016 to conduct the Tender Offer mainly for thepurpose of acquiring the Target Company Shares listed on the Tokyo Stock Exchange Mothers
market and aiming to enhance the Target Company’s corporate value through participating in
the Target Company's management based on sending managing personnel to the Target
Company.
The Offerors executed tender offer agreements (the “Tender Agreements”) on November 7,2016 with Asia Recovery Fund L.P., the largest shareholder of the Target Company, WLR
Recovery Fund II L.P., the second largest shareholder of the Target Company and Asia
Recovery Co-Investment Partners L.P., the third largest shareholder of the Target Company(collectively, the “Shareholders Intending to Tender”), and the Shareholders Intending toTender agreed to tender all of their Target Company Shares (2,094,000 shares; Ownership
Ratio (see Note) : 25.03%) to the Tender Offer.
The Offerors have set minimum number of Share Certificates, Etc. to be purchased to2,094,000 shares (Ownership Ratio (see Note) : 25.03%) which is equal to the number ofshares expected to be tendered pursuant to the Tender Agreement. Therefore, Offerors will
not conduct any purchase, etc. if total number of Share Certificates, Etc. tendered to theTender Offer (the “Tendered Share Certificates, Etc.”) is less than 2,094,000 shares.
Although the Offerors do not intend to delist the Target Company Shares, taking into
consideration recent movements in the price of the Target Company Shares and other factors,the Offerors have not set maximum number of Share Certificates, Etc.to be purchased in order
to secure a broad opportunity for the shareholders of the Target Company other than theShareholders Intending to Tender who so desire to sell their shares at the price for purchase,etc. per Target Company Share offered in the Tender Offer to sell it. Therefore, if the total
number of the Tendered Share Certificates, Etc. is equal to or exceeds the minimum numberof Share Certificates, Etc. to be purchased, the Offerors will purchase all of the Tendered
Share Certificates, Etc.
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Note:The “Ownership Ratio” is the ratio (rounded to two decimal places) to the sum of (a)the total number of issued Target Company Shares as of September 30, 2016
(7,882,968 shares) as will be set forth in the Second Quarterly Securities Report for the103rd Fiscal Year to be filed by the Target Company on November 14, 2016, less thenumber of treasury shares held by the Target Company as of September 30, 2016 (121shares) as set forth in the Target Company 103rd Fiscal Year Second QuarterlySecurities Report, and (b) the number of the Target Company Shares (5,000 shares)
issued upon exercise of 50 options of the Stock Acquisition Rights and the number of
the Target Company Shares (479,500 shares) to be issued upon exercise of the StockAcquisition Rights (4,795 options) outstanding as of October 31, 2016 as set forth in
the “Notice Regarding Monthly Exercise Status of Second Series Stock Acquisition
Rights (Subject to Exercise Value Change) by way of Third-Party Allotment”
announced by the Target Company on November 1, 2016 (i.e., 8,367,347 shares).
According to the interviews with the Target Company, while 60,000 Company Shareswere issued upon the exercise of 600 Stock Acquisition Rights on November 11, 2016,(i) there has been no change on the total number of issued Company Shares and thenumber of treasury shares held by the Company during the period from September 30,
2016 through November 11, 2016, except for such delivery of 65,000 Company Sharesin total upon the exercise of the Stock Acquisition Rights, and (ii) there has been nochange in the number of the Stock Acquisition Rights outstanding during the period
from after October 31, 2016 through November 11, 2016, except for the subtraction ofthe 600 Stock Acquisition Rights which were exercised on November 11, 2016 (thenumber of the Stock Acquisition Rights outstanding after the subtraction is 4,195 StockAcquisition Rights).

The outline of the Tender Offer is as follows:(1) Name of the Target Company
Ohizumi MFG. Co., Ltd.
(2) Class of Share Certificates, Etc. for tender offer(i) Common stock(ii) Stock acquisition rights
Second Series Stock Acquisition Rights (Moving Strike Warrants) issued pursuant tothe resolution at the board of directors meeting of the Target Company held on March
9, 2015 (“Stock Acquisition Rights”)(3) Initial tender offer period as of registration
From Monday, November 14, 2016 through Tuesday, December 13, 2016 (21 businessdays)(4) The possibility of extension of tender offer period upon request of the Target Company3

In accordance with Article 27-10 Paragraph 3 of the Financial Instruments andExchange Act, if the Target Company submits the Target Company's Position
Statement requesting to extend the purchase period for the Tender Offer (“TenderOffer Period”), the Tender Offer Period will be extended to Tuesday, December 27,
2016 (30 business days).
(5) Price of tender offer(1) 370 yen per share of Common Stock(2) One yen per Stock Acquisition Right(6) Number of Share Certificates, Etc. to be purchased in tender offer
Minimum number of Share Maximum number of Share
Number of Share Certificates,
Certificates,Etc.
tobe Certificates, Etc. to beEtc. to be purchased
purchasedpurchased
8,367,247 (shares)

2,094,000 (shares)- (shares)(7) Commencement date of settlement
December 20, 2016 (Tuesday)
Note: In accordance with Article 27-10 Paragraph 3 of the Financial Instruments andExchange Act, if the Target Company submits the Target Company's Position
Statement including a request of extension of Tender Offer Period, thecommencement date of settlement will be Thursday, January 5, 2017.
(8) Name of Tender Offer Agent
Daiwa Securities Co. Ltd. 1-9-1, Marunouchi, Chiyoda-ku, Tokyo
For further details of the Tender Offer, please refer to the Tender Offer Registration Statement
which will be filed on November 14, 2016 by the Offerors in respect of the Tender Offer.
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This press release is intended for the announcement of the Tender Offer to the general public
and is not intended to solicit sales of shares. If any shareholder desires to sell his or her
shares, the shareholder should review the Tender Offer explanatory statement and accept theTender Offer in his or her own discretion. This press release is not considered as an offer orsolicitation of sales of securities or as a solicitation of a purchase offer, and does not constituteany such part. This press release (or any part thereof) or the fact of its distribution does notprovide a basis of any kind of agreement pertaining to the Tender Offer, and it may not be
relied upon when executing any such agreement.
.
Although the Tender Offer will be conducted in accordance with the procedures andinformation disclosure standards prescribed in the Financial Instruments and Exchange Act,
these procedures and information disclosure standards may differ from the procedures andinformation disclosure standards in the United States. In particular, Sections 13(e) and 14(d) ofthe U.S. Securities Exchange Act of 1934, and the rules prescribed thereunder, do not apply to
the Tender Offer, and the Tender Offer does not conform to those procedures and standards.
The financial statements contained in this press release may not necessarily be comparable tothe financial statements of U.S. companies. It may be difficult to enforce any right or claim
arising under U.S. federal securities laws because the Offerors and the Target Company are acompany or a partnership established outside the United States and their directors are non-U.S.
residents. Shareholders may not be able to sue a company or partnership outside the UnitedStates and its directors in a non-U.S. court for violations of the U.S. federal securities laws.
There is no guarantee, either, that shareholders may be able to compel a company orpartnership outside the United States and its subsidiaries and affiliated companies to subject
themselves to a U.S. court’s jurisdiction.
This press release may include certain forward-looking statements with expressions such as“anticipate,” “forecast,” “intend,” “plan,” “believe” and “assume,” including those related to
the future business of the Offerors and other corporations. Such forward-looking statements
are based on the views of the management of the Offerors on its business forecasts at this time,and actual results may differ from such descriptions depending on future circumstances. Asfor the press release, the Offerors shall undertake no obligation to update any forward-looking
statements to reflect events or circumstance that may arise after this release
Some countries or regions may impose restrictions on the announcement, issue or distributionof this press release. In such cases, please take note of such restrictions and comply with them.
In countries or regions where the implementation of the Tender Offer is illegal, even uponreceiving this press release, such receipt shall not constitute a solicitation of an offer to sell oran offer to buy shares relating to the Tender Offer and shall be deemed a distribution ofmaterials for informative purposes only.
Unless otherwise specified, all procedures relating to the Tender Offer shall be conductedentirely in Japanese. While some or all of the documentation relating to the Tender Offer will
be prepared in English, if there is any inconsistency between the English documentation and
the Japanese documentation, the Japanese documentation will prevail.
Each of the financial advisors (including their affiliated companies) to the Offerors and theTarget Company may, in its ordinary course of business, purchase shares in the Target
Company for its own account or for the account of its clients prior to the Tender Offer orduring the Tender Offer Period outside the Tender Offer in accordance with the requirements ofRule 14e-5(b) of the U.S. Securities Exchange Act of 1934 or take actions for such purchase tothe extent permitted by financial instruments and exchange related laws and regulations andother applicable laws and regulations of Japan. If any information concerning such purchase isdisclosed in Japan, the relevant financial adviser will disclose such information on its English
website (or by any other means of public disclosure).

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