November 17, 2009
To All Concerned Parties
Name of REIT Issuer:
TGR Investment Inc.
Naoki Shibatsuji, Executive Director
23-3 Ichibancho, Chiyoda-ku, Tokyo(Securities Code: 8963)
URL: http://www.tgr-inv.co.jp/eng/
Asset Management Company:
GrowthREIT Advisors, Ltd.
Naoki Shibatsuji, CEO & President
Contact: Eiji Takizawa, CFO(Tel. +81-3-3238-5341)
Name of REIT Issuer:
LCP Investment Corporation
Masayoshi Takahashi, Executive Officer
Nihon-bashi Nishikawa Bldg.,
1-5-3 Nihon-bashi, Chuo-ku, Tokyo
URL: http://www.lcp-reit.co.jp/eng/(Securities Code: 8980)
Asset Management Company:
The LCP REIT Advisors Co., Ltd.
Shunji Miyazaki, President and CEO
Contact: Yuji Kubo, CFO(Tel. 81-3-3272-7311)

Notice Concerning Conclusion of Merger Agreement between
TGR Investment Inc. and LCP Investment CorporationTGR Investment Inc. (“TGR”) and LCP Investment Corporation (“LCP”) announce that they havedecided today to conduct a merger as follows, and have concluded a merger agreement effective
February 1, 2010.
1. Purpose of the Merger
The real estate market in Japan has been affected by the turmoil in the global financial markets, thecredit crunch and the resultant economic recession. Under these conditions, land prices have collapsed,vacancy rates for both office buildings and luxury rental residences located in urban areas have risen,and competition for acquiring tenants has intensified in regional areas. Thus, the real estate market in
Japan remains severe. In the J-REIT market, signs of recovery have appeared with some investment
corporations announcing plans to acquire properties, or actually acquiring them. As for investment
corporations whose loan to value (LTV) ratios are comparatively high, the availability of financing is still
uncertain and there are concerns that profitability will worsen due to increasing financing costs.
Under these conditions, TGR and LCP mutually agreed to conclude a merger agreement based on theunderstanding that the merger of the two investment corporations will help both of them overcome theirfinancial problems, including concerns over increasing financing costs and the availability of refinancing,as well as help improve the value of the two investment corporations for their unitholders.
The merger is expected to generate negative goodwill, which may enable the speedy and flexible saleof properties while avoiding any affects on the dividend. The two investment corporations determinedthat a merger was the best solution to maximize the value for their unitholders. They expect the newly
merged investment corporation to establish a new growth strategy, supported by its improved financial
1

position that will be achieved by repaying borrowings with revenues from the sale of properties anddrastically reducing interest-bearing liabilities. They also believe that the new investment corporation,with its improved financial position and further business restructuring, will be able to invite new sponsors
and make efforts to achieve the targets of the growth strategy. It will make every effort to achieve thetargets of the new growth strategy based on its improved financial position as a result of this merger, as
well as its inflow of revenues from the sale of properties.
The volume and timing of the sale of properties after the merger have not yet been decided. However,they are expected to be determined after considering the quality and balance of the merged investment
corporation, the amount of negative goodwill generated by the merger, the amount of loss from the saleof properties, revenues from the sale of properties, the level of LTV after repaying interest-bearing
liabilities with cash on hand, other financial conditions, influences on the dividend, and other factors.
LCP’s asset management company LCP REIT Advisors Co., Ltd. (“LCPRA”) will continue to serve as
the asset management company of the investment corporation after the merger. This is based on the
judgment that having LCPRA as the asset management company of the investment corporation after themerger is conducive to the smooth continuation of the asset management of the investment corporations
before and after the merger, in consideration of the asset scale and portfolio composition of the two
investment corporations, the management system of the asset management company, and other factors.
The asset management agreement between TGR and GrowthREIT Advisors, Ltd. (“GRA”) will becancelled after obtaining approval at the General Meeting of Unitholders for TGR, to be held by TGR
before the merger. This merger is subject to the merger agreement being approved at the General
Meeting of Unitholders for LCP, and subject to agenda such as the cancellation of the abovementioned
asset management agreement, the change of officers, and the change of regulations being approved at
the General Meeting of Unitholders of TGR.
2. Details of the Merger(1) Schedule of the Merger
TGR
Board of Directors’ meeting to approve the merger agreement
Date of conclusion of the merger agreement
Date of announcing the record date for the General Meeting ofUnitholders
Record date for the General Meeting of Unitholders

November 17, 2009
November 17, 2009
November 18, 2009
December 3, 2009

Date of the General Meeting of Unitholders

January 19, 2010 (scheduled)

Record date for splitting the investment units

January 31, 2010 (scheduled)

Effective date for splitting the investment units
Effective date of the merger

February 1, 2010 (scheduled)

Date of registering the merger

Early February, 2010 (scheduled)

Note: Pursuant to Paragraph 2 of Article 149-7 of the Law Concerning Investment Trusts and Investment
Corporations, TGR will implement the merger in accordance with the procedure for short-form
mergers without obtaining the approval of the General Meeting of Unitholders, despite theprovision of Paragraph 1 of the same article. However, this merger is subject to agenda such as
the cancellation of the asset management agreement between TGR and GRA, the change of
officers, and the change of Articles of Incorporation being approved at the General Meeting ofUnitholders of TGR.

2

LCP
Board of Directors’ meeting to approve the merger agreement
Date of conclusion of the merger agreement

November 17, 2009
November 17, 2009

Date of announcing the record date for the General Meeting ofUnitholders

November 6, 2009

Record date for the General Meeting of Unitholders

November 24, 2009

Date of the General Meeting of Unitholders

January 8, 2010 (scheduled)

Delisting date

January 27, 2010 (scheduled)

Effective date of the merger

February 1, 2010 (scheduled)

Date of registering the merger

Early February, 2010 (scheduled)(2) Form of Merger
TGR, as the going concern, will absorb LCP, and LCP will be dissolved.
(3) Allocation of Investment Units as a Result of the Merger
TGR(Surviving Corporation)

LCP(Dissolving Corporation)

4
Allocation of Investment Units
as a Result of the Merger(Reference: Before considering
unit split of investment units)
0.8 (Note 1)(*) The number of new investment units to be issued by TGR at the time of the merger: 367,200 units(scheduled)
Notes:
1)
The unit split of one investment unit into five units is scheduled to be made with January 31,
2010 as the record date for allocation and February 1, 2010 as the effective date. The
abovementioned allocation ratio and the number of new investment units to be issued by TGR
are subject to the unit split of the investment units concerned. The merger ratio before
considering the unit split of investment units is 1:0.8; however, when allocating 0.8 investment
units of TGR for each investment unit of LCP, there will be numerous fractions of less than one
unit arising for the investment units of TGR that must be issued to unitholders of LCP. Therefore,
in this merger, ahead of the allocation to unitholders of LCP, investment units will be split by theratio of one investment unit of TGR into five units, and consequently, four investment units of
TGR after the split will be allocated for each investment unit of LCP. For details of the unit split ofinvestment units, refer to “Notice Concerning Investment Unit Split” issued by TGR on
November 17, 2009.
2) Apart from the abovementioned investment units, TGR will pay the unitholders of LCP a merger
grant that is equal to the amount of money distributed to these unitholders based on LCP’s
distributable income within three months since the effective date, instead of a cash dividend forthe business period from September 1, 2009 to January 31, 2010. Information will be given assoon as the details have been finalized.
1(4) Amendment of Articles of Incorporation of the Surviving Corporation
TGR will modify its Articles of Incorporation on the effective date of this merger. The particulars of
this modification will be announced as soon as they have been finalized. The first business term for
TGR that includes the effective date of this merger will commence on January 1, 2010 and end on
December 31, 2010, subject to the merger being implemented. Thereafter, the business term willcommence on January 1 and end on June 30 each year, and commence on July 1 and end on
December 31 each year.
3(5) Conditions of the Merger
The merger will be implemented on the condition that the change of TGR’s Articles ofIncorporation, as mentioned in the above subparagraph “(4) Amendment of Articles of Incorporationof the Surviving Corporation”; the conclusion of an asset management agreement between TGR
and LCPRA; the cancellation of the asset management agreement with GRA, as mentioned in the
below subparagraph “5. Post-Merger Status, (3) Possibility of Amending Asset Management
Agreement and Details of Amendment”; and the nomination and dismissal of officers as mentioned
in the below paragraph “8. Constituent Officers after Merger” are all approved at the General
Meeting of Unitholders of TGR to be held on January 19, 2010.
3. Basis for Calculation of Allocation of Investment Units as a Result of the Merger(1) Basis for Calculation
Both TGR and LCP decided to ask an independent valuation organization to analyze andestablish a merger ratio to be used for this merger in order to ensure fairness and appropriateness.
TGR nominated its financial advisor for the merger, Citigroup Global Markets Japan Inc.
(“Citigroup”), while LCP nominated its financial advisor for the merger, Kyokuto Securities Co., Ltd.
(“Kyokuto”). The outline of the results of the calculations by Citigroup and Kyokuto indicate figures
before considering the unit split of one investment unit into five investment units by TGR, as
indicated in the above paragraph “2. Details of the Merger (3) Allocation of Investment Units as a
Result of the Merger.”
Considering that the investment units of the two investment corporations have market prices,
Citigroup made calculations for the two investment corporations through a market investment unit
price analysis, an analysis of comparable listed investment corporations, a net asset value (NAV)
analysis and a discounted cash flow analysis (“DCF analysis”). An outline of the calculations madeby Citigroup is as follows.
Range of Merger Ratios (before considering unit
split of investment units)
TGR
LCP
Market investment unit price analysis
10.68 to 0.88
Multiplier comparison analysis for similar1
0.46 to 1.26
listed investment corporations
NAV analysis
1
1.16
DCF analysis
10.74 to 1.07
In the case of the market investment unit price analysis, Citigroup adopted ratios of investment
unit prices during the period from the business day, October 28, 2009; immediately following the daythat LCP announced its latest financial results to the base date, November 13, 2009; during theperiod from the date preceding the base date by one month to the base date; during the period fromthe date preceding the base date by three months to the base date; as well as during the period
from the date preceding the base date by six months to the base date, in consideration of recent
market transactions of investment units of the two investment corporations. In estimating the assetsof the two investment corporations, the written opinion of Tokyo Kantei Co., Ltd. as an independent
appraiser, with September 30, 2009 as the date of the value estimate, was taken into account.
(However, Citigroup did not conduct its own evaluation or appraisal, nor did it conduct research on
due diligence, etc. or physical verification of assets or liabilities (including contingent liabilities) of thetwo investment corporations.) In addition, the calculation and analysis of the merger ratio by
Citigroup is based on certain assumptions in addition to the above. Refer to (Note 1) at the end of
this press release for details on these assumptions and a supplementary explanation.
Considering that the investment units of the two investment corporations have market prices,
Kyokuto made calculations for the two investment corporations using a market investment unit priceanalysis, a multiplier comparison analysis for similar listed investment corporations (PBR), a NAV

4

analysis, a dividend discount analysis and a DCF analysis. An outline of the calculations made by
Kyokuto is as follows.
Range of Merger Ratios (before considering unit
split of investment units)
TGR
LCP
Market investment unit price analysis
10.70 to 0.80
Analysis of comparable listed investment1
1.39
corporations(PBR)
NAV analysis
1
1.18
Dividend discount analysis
0.60 to 1.11
DCF analysis
10.74 to 1.44
In the case of the market investment unit price analysis, Kyokuto adopted the closing price ofinvestment units on the base date (November 13, 2009) and simple arithmetic average of closing
prices of investment units during the period from the date preceding the base date by one month tothe base date; during the period from the date preceding the base date by three months to the basedate; as well as during the period from the date preceding the base date by six months to the basedate, in consideration of recent market transactions of investment units of the two investment
corporations. In estimating the assets of the two investment corporations, Kyokuto relied on thewritten opinion of Tokyo Kantei Co., Ltd. as an independent appraiser, with September 30, 2009 as
the date of the value estimate. (However, Kyokuto did not conduct its own evaluation, appraisal or
valuation, nor did it ask an independent appraiser to conduct an appraisal or evaluation and receive
the results of such, and has no obligation to do such for assets or liabilities (including unrecorded
assets or liabilities and contingent liabilities) of the two investment corporations.) The calculation andanalysis of the merger ratio by Kyokuto is based on certain assumptions in addition to the above.
Refer to (Note 2) at the end of this press release for details on these assumptions and a
supplementary explanation.
The abovementioned range of merger ratios has been computed by taking into consideration theamount that is considered to be distributed to TGR, as the payment of money that is equal to TGR’s
dividend distribution for the period from December 31, 2009, which is the accounting date of theterm immediately before the effective date of the merger, to the day before the effective date of themerger is not scheduled to be made to unitholders for TGR, while the unitholders for LCP will be
paid a merger grant that is equal to the amount of money distributed to these unitholders based on
LCP’s distributable income instead of a cash dividend for the business period from September 1,
2009 to January 31, 2010.
(2) Background to the Calculation
TGR and LCP had detailed discussions about the merger ratio, giving comprehensive
consideration to factors such as their financial conditions, conditions of assets, future prospects, andamount of dividends to be distributed by TGR during the period from December 31, 2009, when theaccounting term just before the effective date of merger ends, to the day before the effective date ofthis merger. In addition, TGR referred to Citigroup’s calculation of the merger ratio, while LCP
referred to Kyokuto’s calculation of the merger ratio. In particular, TGR and LCP emphasizedcalculation results by the market investment unit price analysis, given that it is necessary as listed
investment corporations to focus on the market price of investment units of the two investment
corporations and their fluctuations, while also giving reasonable consideration to the calculation
results of the NAV analysis and DCF analysis, etc. Based on this, TGR and LCP considered thenecessity of each investment corporation to realize this merger at an early date, as well as the
expected advantages, etc. of this merger. As a result of these discussions, TGR and LCP finallydetermined that the above merger ratio was appropriate and reached an agreement.
TGR has received from Citigroup and LCP has received from Kyokuto opinions to the effect thatthe merger ratio is appropriate from a financial viewpoint and based on certain assumptions.

5(3) Relationship with the Calculating Institution
Neither Citigroup nor Kyokuto corresponds to a related party (refers to related parties stipulated in
Article 15-4 of the Regulation for Terminology, Forms and Preparation of Consolidated Financial
Statements or related parties stipulated in Article 8 Paragraph 17 of the Regulation for Terminology,
Forms and Preparation of Financial Statements; hereafter, the same) of TGR or LCP. Kyokuto does
not correspond to a related party of TGR or LCP, and does not have a material interest relationshipthat should be indicated concerning the merger.
(4) Possibility of Delisting and Reason for Delisting
LCP will be dissolved in the absorption-type merger in accordance with Article 143 of the Law
Concerning Investment Trusts and Investment Corporations, and the investment units issued by
LCP are expected to be delisted on January 27, 2010, three business days before the effective dateof the merger, in accordance with the Delisting Criteria specified by Tokyo Stock Exchange, Inc. The
unitholders of LCP will own the investment units of TGR, which will be allocated and issued to themin compensation for this merger. However, since the said investment units are listed on the Tokyo
Stock Exchange, the relevant parties will continue to have an opportunity to trade them on the Tokyo
Stock Exchange.
(5) Measures to Ensure Fairness
TGR and LCP, the concerned parties of the merger, do not hold each other’s investment units. In
addition, there is no interest relationship such as a capital relationship between GRA, TGR’s asset
management company, and LCPRA, LCP’s asset management company, and their respective
shareholders.
As mentioned above, in order to ensure the fairness of the merger, TGR has obtained an opinion
from Citigroup that the merger ratio mentioned above is appropriate from a financial standpoint
under certain assumptions. Based on the above, the Board of Directors of TGR believes thatmeasures to ensure fairness concerning the merger have been sufficiently taken.
In addition, LCP has made a request to TGR to pay the unitholders of LCP a merger grant that isequal to the amount of money distributed to these unitholders, as indicated in “2. (3) Allocation of
Investment Units as a Result of the Merger (Note 2)” above, based on the fact that LCP is thedissolving corporation of the merger and TGR has agreed. Also, in order to inhibit the occurrence of
fractions in investment units accompanying the merger as much as possible and to issue investment
units of TGR to unitholders of LCP that desire continued ownership of investment units of TGR after
the merger, LCP has requested that TGR split investment units of TGR, and TGR plans to
implement a unit split as of the effective date of the merger, as indicated in “2. (3) Allocation of
Investment Units as a Result of the Merger (Note 1)” above. In addition, as mentioned above, toensure the fairness of the merger, LCP has obtained from Kyokuto the assessment that the merger
ratio above is fair from a financial standpoint under certain assumptions. Based on the above, theBoard of Directors of LCP believes that measures to ensure fairness concerning the merger havebeen sufficiently taken.

4. Outline of Parties Involved in the Merger
Surviving Corporation after Merger(1) NameTGR Investment Inc.
(2)
23-3 Ichibancho, Chiyoda-ku,
LocationTokyo(3) Executive director
Naoki Shibatsuji(4) Total capitalization
19,134 million yen(5) Date of establishment January 18, 2002
(6) Number of investment
53,899 units
units issued and6

Dissolving Corporation after Merger
LCP Investment Corporation
Nihon-bashi Nishikawa Bldg., 1-5-3
Nihon-bashi, Chuo-ku, Tokyo
Masayoshi Takahashi
40,323 million yen
September 20, 2005
91,800 units

(7)
(8)

outstanding
Accounting term

June and December

February and August

Main assets undermanagement

Real estate and real-estate trust
beneficiary interests

Real estate and real-estate trust
beneficiary interests

Main banks

The Norinchukin Trust and Banking
Co., Ltd.
The Chuo Mitsui Trust and Banking
Co., Ltd.
Aozora Bank, Ltd.
Resona Bank, Ltd.
Mitsubishi UFJ Trust and Banking
Corporation
The Musashino Bank, Ltd.

Shinsei Trust & Banking Co., Ltd.
Aozora Bank, Ltd.
Japan GE
Shinsei Bank, Limited
Tokio Marine & Nichido Fire
Insurance Co., Ltd.
Resona Bank, Ltd.
The Nishi-Nippon City Bank, Ltd.
The Musashino Bank, Ltd.
The Chuo Mitsui Trust and Banking
Co., Ltd.

Major unitholders andratio of owned
investment units

Refer to 5. (2) below.

Refer to 5. (2) below.

(9)

(10)

(11)

Operating results, etc. during the last three fiscal periods(millions of yen)

TGR
Accounting Term

LCP

June 30,
2008

December31, 2008

June 30,
2009

Operating revenue

1,787

1,967

1,614

Operating income

810

1,010

605

Recurring profit

530

736

357

Current net income

528

735

Current net income per unit
(yen)

9,800

Distribution per unit (yen)February28, 2009

August31, 2009

3,313

2,791

2,700

1,663

1,006

1,103

1,006

317

303

356

1,005

316

300

13,641

6,620

10,951

3,448

3,276

9,800

13,641

6,620

10,951

3,448

3,276

Net assets per unit (yen)364,591

368,452

361,559

450,201

442,698

442,527

Net assets
Total assets

19,651
48,196

19,85947,02819,48745,771

41,32896,891

40,63994,83540,623
93,943(12)

August31, 2008

Name of asset
managementcompany

GrowthREIT Advisors, Ltd.

The LCP REIT Advisors Co., Ltd.

(13)

Location of asset
managementcompany

23-3 Ichibancho, Chiyoda-ku,
TokyoNihon-bashi Nishikawa Bldg., 1-5-3
Nihon-bashi, Chuo-ku, Tokyo(14)

Name and title ofrepresentative ofasset managementcompany

Naoki Shibatsuji, CEO & President

Shunji Miyazaki, President and CEO(15)

Relationship between the parties concerned
Capital relationship

TGR and GRA have no capital relationships to be mentioned with LCP and
LCPRA. The relevant parties and affiliated companies of TGR and GRA
have no noteworthy capital relationships with those of LCP and LCPRA.

Personal relationship

TGR and GRA have no personal relationships to be mentioned with LCP
and LCPRA. The relevant parties and affiliated companies of TGR and
GRA have no noteworthy personal relationships with those of LCP and
LCPRA.

Business relationship

TGR and GRA have no business relationships to be mentioned with LCP
and LCPRA. The relevant parties and affiliated companies of TGR and
7

GRA have no noteworthy business relationships with those of LCP and
LCPRA.
Status of classification
as related party

TGR and GRA are not classed as related parties of TGR and GRA. The
concerned parties and affiliated companies of TGR and GRA do not fallunder related parties of LCP and LCPRA.

Notes:
1) Unless otherwise stated, information is as of November 16, 2009.
2) TGR plans to split its investment units based on five units as one investment unit, setting January 31, 2010 as
the record date for allotment.

5. Post-Merger Status(1) Status of Surviving Corporation
(1)
Name
(2)

Surviving Corporation after Merger
TGR Investment Inc.
(A change of name has not yet been decided yet. An announcement will
be made when it has been decided.)

Location23-3 Ichibancho, Chiyoda-ku, Tokyo(A change of location has not yet been decided. An announcement will bemade when it has been decided.)(3)

Executive director

Naoki Shibatsuji(4)

Total capitalization

Not decided(5)

Accounting term

June 30 and December 31 (Note)

(6)
(7)

Net assets
Gross assets

Not decided
Not decided

Name of asset
managementcompany

The LCP REIT Advisors Co., Ltd. (The trade name is scheduled to bechanged in accordance with the merger, but the trade name after thechange has not yet been decided. An announcement will be made when it
has been decided.)

Location of asset
managementcompany

Nihon-bashi Nishikawa Bldg., 1-5-3 Nihon-bashi, Chuo-ku, Tokyo(scheduled)

Name and title ofrepresentative ofasset managementcompany

Shunji Miyazaki, President and CEO(A change in representative is being considered along with the merger.
Naoki Shibatsuji, the current CEO & President of GrowthREIT Advisors,
Ltd., is scheduled to assume the post of CEO after the merger. An
announcement will be made when the details are decided.)

(8)

(9)

(10)

Note: The first business term including the effective date of this merger is scheduled to be from January 1,
2010 through December 31, 2010, provided that the merger takes effect, and thereafter, the businessterms will be from January 1 through June 30 and from July 1 through December 31 each year.

8(2) Major Unitholders and Ratio of Owned Investment Units before and after Merger
Before Merger
TGR (as of June 30, 2009)
LCP (as of August 31, 2009)
NikkoCiti Trust and Banking Corporation
8.07% New Mission Funding Corporation(investment account)
5.55% NikkoCiti Trust and Banking Corporation
GOLDMAN SACHS INTERNATIONAL(investment account)
ANGLO IRISH BANK CORPORATION
4.99% GOLDMAN SACHS INTERNATIONAL(INTERNATIONAL) PROSPECTEPICURE J-REIT VALUE FUND
4.02% Japan Trustee Services Bank, Ltd. (trust
PROSPECT JAPAN FUND LIMITED
units)
2.86% THE NORTHERN TRUST COMPANYBBH FOR OPPENHEIMER QUEST(AVFC) SUBACCOUNT AMERICAN
INTERNATIONAL VALUE FUND INC.
CLIENT
STATE STREET BANK AND TRUST
2.84% BBH FOR OPPENHEIMER QUESTCOMPANY 506155
INTERNATIONAL VALUE FUND INC.
Japan Trustee Services Bank, Ltd. (trust
2.26% The LCP Group L.P.
account)
2.20% The Nomura Trust and Banking Co., Ltd.
Minami Nippon Bank, Ltd.
(investment account)
1.16% Trust & Custody Services Bank, Ltd.
Chita Shinkin Bank(securities investment trust account)
Individuals
1.04% Minami Nippon Bank, Ltd.

35.23%
7.64%
5.06%

2.62%
2.57%

2.40%
1.11%
0.91%
0.88%
0.84%

After Merger
New Mission Funding Corporation

20.32%

NikkoCiti Trust and Banking Corporation(investment account)
GOLDMAN SACHS INTERNATIONAL

7.83%
5.27%

BBH FOR OPPENHEIMER QUESTINTERNATIONAL VALUE FUND, INC.

2.60%

Japan Trustee Services Bank, Ltd. (trust
units)

2.47%

ANGLO IRISH BANK CORPORATION(INTERNATIONAL) PROSPECTEPICURE J-REIT VALUE FUND

2.11%

Prospect Japan Fund Limited

1.70%

NORTHERN TRUST CO. (AVFC) SUB
A/C AMERICAN CLIENTS

1.49%

Minami Nippon Bank, Ltd.

1.42%

STATE STREET BANK AND TRUSTCOMPANY 506155

1.20%

Note: Major unitholders and the ratio of owned investment units after the merger are based on the result ofsimply adding the investment units calculated on the assumption that the investment units of TGR are
allocated and issued in accordance with “2. Details of the Merger, (3) Particulars of Allocation of
Investment Units as a Result of the Merger” mentioned above to the investment units owned by eachunitholder of LCP as of August 31, 2009 and the investment units owned by each unitholder of TGR as ofJune 30, 2009.

(3) Possibility of Amending Asset Management Agreement and Details of Amendment
TGR plans to make and enter into an asset management agreement with LCPRA, which is the9asset management company of LCP as of this day, while setting the effective date of this merger as
the scheduled effective date pertaining to the amendment. In association with this, TGR plans toterminate, as of the said date, the asset management agreement (including amendments thereafter)
which was concluded with GRA and dated January 24, 2002.
Note: GRA will be a property management company for some of the properties owned by an investment
corporation after the merger.
(4) Amendment of Investment Policy
A new investment policy is planned to be set based on the investment policy for a diversified J-REIT,
which gives consideration to the quality and balance of the portfolio to be owned by the investment
corporation after the merger. Any future changes in the investment policy will be notified separately.
(5) Amendment to Agreement with Sponsors, etc.
Agreements with sponsors and other parties are now under examination so as to be maintained. An
announcement will be made when a decision has been made.
6. Summary of Accounting ProceduresUpon applying the Accounting Standards for Business Combination (ASBJ Statement No. 21; latest
revision dated December 26, 2008) and the Implementation Guidance on Accounting Standards for
Business Combination and Accounting Standards for Business Separation and related matters (ASBJ
Guidance No. 10; latest revision dated December 26, 2008), a purchase method will be used withTGR as the acquiring company and LCP as the acquired company.
Negative goodwill is expected to arise due to this merger. However, the amount is uncertain as ofthis moment, and will be notified upon being determined.
7. Future Prospects
It is uncertain how much the conclusion of the merger agreement relating to this merger will affect theoperating results of TGR for the term ending December 2009 (from July 1, 2009 to December 31,2009) and those of LCP for the term ending February 2010 (from September 1, 2009 to the end of
February 2010), and the projected operating results will not be revised. The projected operating
results for the first term after the merger are uncertain as of this moment, and will be notified upon
being determined.
8. Constituent Officers after Merger
The executive officers will not be changed. No change of supervising officer(s) has been decided
yet. An announcement will be made when it has been decided.
(Reference) Projected Operating Results for Current Term and Results in Previous Term
Distribution per
ExceedingOperatingOperatingRecurring
Current net
unit (excluding
profitTGRrevenues
incomeprofits
incomeexceeding profit distribution
distribution)
per unit
million yen
million yen
million yen
million yenyenyen
Projections for
current term
1,526
531
230
229
4,200
0
(term ending
December 2009)
Results inprevious term
1,614
605
357
356
6,620
0
(term ended June2009)
Note: Projected operating results for the current term were announced in the financial results for the term
ended June 2009 on August 14, 2009.

10

LCP

Projections for
current term
(term ending
February 2010)
Results inprevious term
(term ended
August 2009)

Distribution perunit (excluding
exceeding profit
distribution)yen

Exceeding
profitdistribution
per unit
yen

94

1,000

0

300

3,276

0

Operatingrevenues

OperatingincomeRecurringprofits

Current net
incomemillion yen

million yen

million yen

million yen

2,640

1,042

95

2,700

1,103

303

Note: Projected operating results for the current term were announced in the financial results for the term ended August 2009
on October 27, 2009.

Note 1: Citigroup conducted a valuation of the merger ratio to be used for this merger (“merger ratio”) anddelivered an opinion on the merger ratio (“calculations”) based on the assumption that TGR will execute theunit split of the investment units (i.e. split an investment unit into 5 units) with a record date of January 31,
2010 and an effective date of February 1, 2010. Also, Citigroup assumed that, in this merger, theunitholders of LCP will be paid, in lieu of a cash dividend for the business period from September 1, 2009 to
January 31, 2010, a merger payment in an amount that corresponds to the cash dividend amount for that
period based on LCP’s distributable income, whereas no payment of amounts corresponding to a cash
dividend for the period following December 31, 2009, the accounting date of the term that ends immediately
before the effective date of the merger, to the day before the effective date of the merger is scheduled to bemade to unitholders of TGR.
In conducting the calculations, Citigroup assumed that the information provided to Citigroup, publishedinformation and all other information that Citigroup used for examining this transaction are accurate andcomplete. Citigroup has not independently verified the accuracy and completeness of such information as
it relies on their accuracy and completeness. It also assumes that all information likely to affect thismerger significantly has been disclosed to Citigroup. As for asset valuations of TGR and LCP, Citigroupconducted calculations based on the written opinion of Tokyo Kantei Co., Ltd. (a third party evaluation
agency) and information provided by TGR and LCP. In conducting the calculations, Citigroup has notindependently performed evaluations, appraisals, assessments, due diligence or any other investigation
concerning the assets and liabilities (both contingent and not) of TGR and LCP, and has not performed
physical verifications thereof. Citigroup is aware that TGR and LCP are planning divestitures of real estate
assets by the surviving corporation after the merger. However, it has not obtained any specific information
concerning such sale of assets, including the specific assets to be divested, timing, consideration,
feasibility, and so forth. Consequently, Citigroup has conducted the calculations without any regard for theeffects of future divestitures of such real estate assets.
As for financial forecasts for TGR and LCP obtained from TGR and the estimates which were the bases
and premises for such forecasts, Citigroup assumes that they were reasonably prepared, dealt with orconfirmed in accordance with the best possible forecasts, judgments, and rational and accurate
assumptions of TGR and LCP as of this point in time and that the financial conditions of TGR and LCP willdevelop as stated in the financial forecasts. In conducting calculations, Citigroup has not independently
verified the accuracy, adequacy and feasibility of such financial forecasts and the premises underlying themand has relied on such financial forecasts and premises.
As Citigroup is not an expert in law, accounting or tax accounting, it has not independently evaluated thelegality and validity of this merger, or the appropriateness of its treatment in terms of accounting or tax
accounting. The calculations were performed based on the premises that the merger would beappropriately and effectively executed through appropriate legal, accounting and tax accounting
procedures and that the value of the investment units of TGR and LCP would not be negatively affected by11

all transactions executed related to this merger, the acquisition of consents or approvals from thegovernment, regulatory agencies or others necessary to execute the merger, or their timing and conditions.
Also, in conducting calculations, taxes on TGR, LCP and the investors in these investment corporations
were not taken into consideration. The calculations were conducted based on financial, market, economic
and other conditions as of November13, 2009 and also on information provided to or received by Citigroupas of the above date.
Citigroup performed the calculations at the request of TGR. Having been appointed as the financial
advisor to TGR on this merger, Citigroup is to receive fees from TGR as consideration for the duties it
performed, including the calculations. Citigroup and its affiliated companies may have been providing
investment banking services unrelated to this merger to TGR, LCP, the asset management companies of
TGR or LCP, or their subsidiaries and affiliated companies (“TGR and others” collectively or individually) in
the past or at present. They may have received fees for such services in the past or may receive them infuture. Also, they may provide securities transaction and other financial services to TGR and others as apart of its routine operations or may trade securities of TGR and others for their account or their clients’accounts.
Citigroup expresses its opinion only on the matters included in the written opinion that has been submitted
by Citigroup and not on any matters not explicitly stated in the written opinion. In addition, Citigroup makes
no recommendation to the investors of TGR and LCP concerning the exercise of their voting rights related
to this merger.

Calculations by Citigroup are based on the request from TGR and are intended to be used only as referencematerials for TGR’s board of directors in considering the merger contract regarding this merger.
Also, TGR
shall not use the calculations by Citigroup for any purpose except those mentioned above or disclose them toany third party without the prior consent of Citigroup. In the event TGR uses the calculations for any purpose
except those mentioned above or discloses them to any third party with the prior consent of Citigroup, Citigroupbears no responsibility whatsoever for the consequences of such use or disclosure

Note 2: In conducting a valuation the merger ratio (the “Merger Ratio”) for the Merger and in providing theopinion (the “Opinion” and together with the Merger Ratio, collectively the “Calculation”), Kyokuto
Securities Co., Ltd. (“Kyokuto”) relied on materials provided by LCP and TGR pursuant to an agreementwith LCP (including without limitation the opinion of Tokyo Kantei Co., Ltd., a third party appraiser,
regarding the valuation of the assets of TGR and LCP, and the legal, accounting and due diligence reports
concerning TGR) and publicly available information, and this assumes the accuracy and completeness of
all of such materials and information. Kyokuto has not independently verified their accuracy orcompleteness nor does it have any obligation to do so. Further, Kyokuto has not independently evaluated,
appraised or assessed the assets or liabilities of LCP or TGR (including off-balance sheet assets andliabilities or contingent liabilities), has not retained any third party institutions to perform an appraisal orassessment (or received any), nor does it have any obligation to do so. The forecasts and estimates ofthe future effects of the Merger, including financial forecasts, were reasonably prepared based on the best
available forecasts and assessments of LCP and TGR as of the indicated date on which the materials wereprepared. The Opinion assumes that there have been no changes to the forecasts and assessments but
Kyokuto has not independently verified this nor does Kyokuto have any obligation to do so. It is Kyokuto’s
understanding that after the Merger, LCP and TGR intend to sell real properties and real property trust
beneficiary interests held by the surviving investment corporation but since the timing, identification ofproperties to be sold, and sale price, etc. are uncertain, in making the Calculation Kyokuto did not include
any consideration of the future effects of such contemplated sales.
In preparing the Calculation, Kyokuto has made various assumptions about matters concerning LCP and
TGR, as well as economic, market and financial trends, and other matters. In calculating the Merger
Ratio, Kyokuto applied a qualitative and composite evaluation concerning methodologies used and12regarding the importance and relevance of factors considered. The results of the analysis andassessment performed in connection with the Opinion do not necessarily reflect the true reality nor are theynecessarily an accurate indication or prediction of actual future results, and in fact actual future results may
differ significantly. The investment unit price included in the results of the analysis and assessment was
not the result of an appraisal and is not a forecast of their actual future price in the event of a sale.
Kyokuto issues the Opinion under the assumption that it is understood and accepted that there will
inevitably be major, substantive uncertainties inherent in the assumptions, conclusions, analysis,
assessments, etc that constitute the basis of the Calculation.
In preparing the Calculation, Kyokuto assumed that with respect to the Merger, the terms and conditions
set forth in the draft merger agreement supplied by LCP, scheduled for execution between LCP and TGR(including the record date of January 31, 2010, the effective date of February 1, 2010, and that an
investment unit split for TGR (one investment unit split into five investment units) shall in fact be
implemented in the specified manner, and that in connection with the Merger, in lieu of a cash distribution
for the fiscal period from September 1, 2009 to end of January 2010, pursuant to LCP’s distributable profits,
the cash distribution upon merger in an amount equal to the amount otherwise payable as a cash
distribution for such period shall be paid to investment unit holders of LCP, whereas investment unit
holders of TGR shall not be paid an amount equal to TGR’s otherwise payable cash distribution for theperiod from December 31, 2009 which is the fiscal term date for settlement of accounts immediately
preceding the effective date of the Merger and lasting until the effective date of the Merger) shall be
implemented in accordance with its terms, and that no contract or other agreement exists (nor shall any
exist in the future) other than the terms of the draft merger agreement, which would have an effect on the
Merger Ratio. Further, Kyokuto has assumed that all governmental or regulator permits and approvals
required for the Merger and all consents required of lenders to LCP and TGR shall be obtained in amanner that does not have a negative impact on the estimated benefits of the Merger, and that theaccounting and tax treatment of the Merger shall be the same as that set forth in the evaluation results
supplied by LCP.
The Calculation is based on information and economic, regulatory and market conditions as of November
13, 2009 and it has been assumed that there has been no change in such information or conditions
occurring between November 13, 2009 and the date the letter containing the Opinion (the “Opinion Letter”)
was prepared. Kyokuto has not confirmed whether or not there has in fact been any actual change in
the information or conditions since November 13, 2009 to the date of the Opinion Letter and Kyokuto has
no obligation to verify it. The Opinion Letter was issued under the assumption that Kyokuto owes noobligation to revise, change or supplement the Opinion in response to events relevant to the Merger that
occur or are discovered after the date of the Opinion Letter. Further, it has been assumed that thedisclaimer and indemnification provided in the Advisory Services Agreement between Kyokuto and LCP
apply to the Calculation.
Kyokuto is a financial advisor to LCP in connection with the Merger and has calculated the Merger Ratio as
well as participated in some of the discussions and negotiations with TG regarding the Merger (including
negotiation of the Merger Ratio) and has provided advice to LCP. Kyokuto receives a financial advisory
fee from LCP most of which becomes payable when the Merger becomes effective. Kyokuto performed
the Calculation under the assumption of these circumstances. Further, Kyokuto is a shareholder of
LCPRA (but is not, in terms of voting rights, a majority shareholder). It is possible that Kyokuto may for its
own account or the accounts of its customers invest in investment units, stock, bonds, or other securities orfinancial products (of or related to) LCP, TGR, the Merger or other parties who a party to a transaction
related thereto, or to manage a fund that invests in them, or to hold short or long positions in them, or toprovide funding for such positions, or may perform on transactions related thereto, or may provide financial
services to LCP, TGR or other parties who are a party to the Merger or a related transaction. The
Calculation was made by Kyokuto under the assumption of these circumstances.

13

The sole purpose of the Calculation by Kyokuto is for LCP’s management board to use it for purposes ofreference only in determining the Merger Ratio. It is not to be used for any other purpose. The Calculation by
Kyokuto is not intended to express an opinion to investment unit holders, other voting right holders or creditorsof LCP with respect to the fairness of the price, and is not intended to serve to recommend to investment unit
holders of LCP how they should vote concerning the Merger. The Calculation does not express any opinion
regarding information, materials, suppositions or forecasts, nor any opinion regarding at what price LCP or
TGR’s investment units may be trading at in the future, nor any opinion regarding whether the LCP
management board’s decisions are correct or not. Further, the KS Calculation has been made under theassumption it will not be publicly disclosed, and therefore is not intended for disclosure to third parties.
Without Kyokuto’s prior written consent, neither all nor a part of the content of the Calculation may be disclosed,summarized, distributed, referenced, incorporated or transmitted to any third party and no third party may relyon its content.

* Recipients of the original Japanese version of this document: Kabuto Club; the press club in the Ministry ofLand, Infrastructure, Transport and Tourism; and the press club of newspapers specializing in construction in
the Ministry of Land, Infrastructure, Transport and Tourism* TGR Web address: http://www.tgr-inv.co.jp/eng/
LCP Web address: http://www.lcp-reit.co.jp/eng/
Provisional Translation Only
The English translation of the original Japanese document is provided solely for information purposes.
Should there be any discrepancies between this translation and the Japanese original, the latter shallprevail.

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