June 22, 2021
FOR IMMEDIATE RELEASE:

Integral Announces MBO through Tender Offer for Shares of Oliver Corporation

Integral Corporation ("Integral") hereby announces that NEXT-O Corporation (the "Company") has
decided today to launch a tender offer (the “Tender Offer”) for the common shares of Oliver Corporation(“Oliver”, Securities code: 7959) for MBO, i.e. management buyout. The Company is a wholly-owned
subsidiary of Integral and additional investment will be made by Integral 4 Limited Partnership, Innovation
Alpha IV L.P., operated and managed by Innovation Partners Alpha IV Ltd, and Initiative Delta IV L.P.,
operated and managed by Initiative Partners Delta IV Ltd.
Mr. Kazumasa Okawa ("Mr. Okawa"), President of Oliver, has agreed to continue to manage Oliver as
President. This transaction shall be conducted as an MBO transaction where Mr. Okawa plans to acquire
some portion of the shares of the Company after the completion of the Tender Offer. Mr. Okawa has signed
a contract with the Company in which he promised to offer his shares to the Tender Offer. Oliver, at themeeting of its board of directors held today, has resolved to express an opinion in support of the Tender
Offer and to recommend all shareholders of Oliver to offer their shares to the Tender Offer.
Oliver, since its establishment in 1967, has been providing commercial furniture and interior design
solutions as well as broadcasting and telecommunication services, under “a concept of becoming corporate
citizen by creation and provision of amenity space”. In particular, Oliver launched catalog sales ofcommercial furniture, as a pioneer at that time, and it built a sales organization for the purpose of meeting
various demands from clients throughout Japan. Later, Oliver started engaging in consulting sales andbecomes one of the largest companies in the commercial wooden furniture industry.
However, under the recent competitive situation and changing customer needs, Oliver began to feel thatit cannot expect future growth if it continues to operate its business as it is now and realized the necessity
to promote business transformation in order to further increase its corporate value. Such business
transformation might involve a decline of stock price on the short term basis, which makes it difficult for
Oliver to implement the effective business transformation while being listed. Thus, Oliver decided to go
private, and Integral agrees to support the MBO as an MBO sponsor.
Integral's corporate philosophy is to be a "Trusted Investor," and we will make equity investments froma long-term perspective based on a relationship of highest trust with the management of our portfolio
companies. Subsequent to investment, we will work together with the invested company sharing the same
objectives and time horizon with the management, and support the growth of its corporate value by
utilizing our extensive human resources network and knowledge of management and governance. Fordetails of the Tender Offer, please refer to the attached press release by the Company.
-1-About Integral
Integral (Representative Director: 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 to establish arelationship of highest trust with the management of invested companies, and will aim to accumulate thehighest 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 finance through the“i-Engine” corporate value enhancement team, and will collaborate with the invested company sharing thesame objectives and time horizon and seeing eye-to-eye with its management. Integral aspires to be atrusted investment fund, contributing to society through the success of invested companies.

Please Contact Integral for Additional Information:
10F, GranTokyo South Tower 1-9-2, Marunouchi, Chiyoda-ku, Tokyo 100-6610 Japan
Integral Corporation
Tel: +81-3-6212-6100 Fax: +81-3-6212-6099
URL: https://www.integralkk.com/en/-2-FOR TRANSLATION PURPOSES ONLY
June 22, 2021
FOR IMMEDIATE RELEASE
Company Name

NEXT-O Corporation

Name ofRepresentative

Yasuaki Sumikawa, Representative Director

Notice of Commencement of Tender Offer for Shares of Oliver Corporation(Securities Code: 7959)
NEXT-O Corporation (hereafter “Offeror”) hereby announces that it decided on June 22, 2021 to acquirecommon shares of Oliver Corporation (the “Target Shares”) (with securities code 7959, listed on First Sectionof Tokyo Stock Exchange and Nagoya Stock Exchange), through a tender offer (the “Tender Offer”) under theFinancial Instruments and Exchange Act (Act No.25 of 1948, as amended; the same applies hereafter).
The Offeror is a joint stock corporation (Kabushiki Kaisha) incorporated on April 30, 2021 for the main
purpose of acquiring and holding Target Shares, and all of its issued shares are owned by Integral Corporation(“Integral”) as of the date hereof. The Offeror has no Target Shares as of today.
Integral is 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 with invested companies and will make long-term equity investments byaccumulating measures for sustainable enhancement of corporate value from long term perspectives. We sharethe same objectives and time horizon as the management of invested companies and support in both managerial
and financial areas with the aim to enhance their corporate value.
Integral has made investments in twenty-four (24) companies in total including, but not limited to, QB Net
Holdings Co., Ltd., Skymark Airlines Inc., and Toyo Engineering Corporation. After each investment, we havesupported the companies in both managerial and financial areas with the aim to enhance their corporate value.
Integral’s philosophy is to aim for permanent business growth and development by conducting long-term
investments and resource allotment rather than to pursue a short-term profit only by conducting cost reductionand 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 level of expertise regardingthese areas, Integral makes every effort to support invested companies in facilitating their growth strategies bygiving the highest priority to enhancing the corporate value of invested companies while fully understanding
and respecting the characteristics of management teams in Japanese companies.
The Offeror decided on June 22, 2021 to conduct the Tender Offer for the purpose of acquiring all of Target
Shares listed on Tokyo Stock Exchange and Nagoya Stock Exchange, excluding treasury shares held by Oliver
Corporation, and taking Oliver Corporation private.
As part of management buyout (MBO)*, the Tender Offer will be conducted with the approval of the Target
Company's Board of Directors to amicably acquire the Target Company's shares (excluding, however, thetreasury shares held by the Target Company). In addition, after the execution of the Transaction, Mr. Kazumasa
Okawa, President of the Target Company, will continue to manage the Target Company. In order to have amutual goal to enhance its corporate value, he will make a capital contribution to the Offeror directly or througha corporation in which he owns shares. Mr. Okawa will acquire up to one third of the Offeror’s share with theconsideration of the Target Company’s shares after tax, while the detail of the amount, ratio and timing of thecapital contribution are not determined at this time.
* “MBO" generally refers to a transaction in which the management of the target company takes all or partin the shares of the target company on the premise that the business of the target company will continue.
-3-

The outline of the Tender Offer is as follows:(1) Name of the target company
Oliver Corporation(2) Class of Shares for the Tender Offer
Common stock(3) Tender offer period as of registration
From Wednesday, June 23, 2021 through Thursday, August 5, 2021 (30 business days)(4) Price of tender offer
3,781 yen per share of common stock(5) Number of Target Shares to be purchased in the Tender Offer
Number of Target Shares to be Minimumpurchased

numberofTarget Maximum number of Target

Shares to be purchased
10,207,016 (shares)

Shares to be purchased

6,186,900 (shares)- (shares)(6) Commencement date of settlement
August 20, 2021 (Friday)(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 June 23, 2021 by the Offeror in respect of the Tender Offer.
End-4-