[Translation]
December 29, 2020
To whom it may concern:
Company Name:
Representative:

Contact:

Nitori Holdings Co., Ltd.
Toshiyuki Shirai
Representative Director & President (COO)(Securities code: 9843; First Section of theTokyo Stock Exchange, and the Sapporo
Securities Exchange)
Masaomi Zenji
General Manager, Accounting and Finance
Division
TEL: +81-3-6741-1204

Notice Concerning Result of Tender Offer for
Share Certificates of Shimachu Co., Ltd. (Securities Code: 8184),
and Changes in a Subsidiary
Nitori Holdings Co., Ltd. (the "Company" or the "Tender Offeror") implemented a tender offer(the "Tender Offer") under the Financial Instruments and Exchange Act of Japan (Act No. 25
of 1948, as amended; the "Act") for all of the shares of the common stock of Shimachu Co.,
Ltd. (securities code: 8184, First Section of Tokyo Stock Exchange, Inc. (the "Tokyo Stock
Exchange"); the "Target") (the "Target Shares") (excluding the Target Shares owned by theCompany and the treasury shares owned by the Target) from November 16, 2020, and notifies
the result of such Tender Offer as below, following the conclusion of the Tender Offer as ofDecember 28, 2020.
In addition, the Company also hereby notifies that, as a result of the Tender Offer, the Target isscheduled to become a consolidated subsidiary of the Company as of January 6, 2021 (thecommencement date of the settlement for the Tender Offer).
I. Result of Tender Offer
1. Overview of Tender Offer(1) Name and Address of Tender Offeror
Nitori Holdings Co., Ltd.
1-2-39 Shinkotoni 7-jo, Kita-ku, Sapporo-shi, Hokkaido(2) Name of Target
SHIMACHU CO., LTD.
(3) Class of Shares pertaining to the Tender Offer
Common shares1(4) Number of Share Certificates to be Purchased
Minimum planned purchase Maximum planned purchasequantityquantity
38,955,187 shares
19,477,600 shares- shares
The Company will not purchase all of the share certificates tendered in the Tender
Offer (“Tendered Share Certificates”), if the total number of the Tendered Share
Certificates is less than the minimum planned purchase quantity (19,477,600 shares).
The Company will purchase all of the Tendered Share Certificates, if the total numberof the Tendered Share Certificates is no less than the minimum planned purchasequantity (19,477,600 shares).
As the Company has not set any maximum planned purchase quantity, the plannedpurchase quantity indicated is the maximum number of Target Shares that theCompany will acquire through the Tender Offer. The maximum number of Target
Shares is 38,955,187 shares, which is obtained by deducting the number of treasury
shares owned by the Target as of the August 31, 2020 (3,653,817 shares) as indicatedin the "Summary of Non-consolidated Financial Results for the Year Ended August
31, 2020 (Based on Japanese GAAP)" published by the Target on October 2, 2020
(the "Earnings Briefing") and the number of the Target Shares owned by theCompany as of November 13, 2020 (100 shares) from the total number of issued
shares as of August 31, 2020 (42,609,104 shares) as indicated in the Earnings
Briefing.
Fractional shares are also subject to the Tender Offer. Please note that, in the event
the Target's shareholder exercises its right to demand a purchase of fractional sharesin accordance with the Companies Act (Act No. 86 of 2005, as amended), the Target
may purchase its own shares during the tender offer period under the Tender Offer(the "Tender Offer Period") in accordance with the procedures set forth in applicablelaws and regulations.
There is no plan to acquire the treasury shares owned by the Target in the Tender
Offer.

Planned purchase quantity(Note 1)

(Note 2)

(Note 3)(Note 4)

(5) Tender Offer Period(I) Notified initial period for purchases, etc.
From November 16, 2020 (Monday) to December 28, 2020 (Monday) (30 business days)(II) Possibility of extension at the Target's request
Not applicable(6) Tender Offer Price, etc.
5,500 yen per share of common shares
2. Result of Tender Offer(1) Outcome of Tender Offer
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The terms of the Tender Offer included the condition that all of the Tendered Share
Certificates will not be purchased in circumstances where the total number of the Tendered
Share Certificates is less than the minimum planned purchase quantity (19,477,600 shares).
However, as the total number of Tendered Share Certificates (30,009,772 shares) exceeded
the minimum planned purchase quantity (19,477,600 shares), the Company will purchaseall of the Tendered Share Certificates, as described in the Tender Offer commencement
public notice and the Tender Offer Registration Statement (including the amendments madeby the Amendments to Tender Offer Registration Statement dated November 20 andNovember 27 respectively).
(2) Public Notice Day for the Result of the Tender Offer and the Name of the Newspaper onwhich Such Notice is Published
In accordance with the provisions of Article 27-13, Paragraph 1 of the Act, the result of theTender Offer has been publicized to the news media on December 29, 2020 at the Tokyo
Stock Exchange, in the manner prescribed in Article 9-4 of the Order for Enforcement of
the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended)
and Article 30-2 of the Cabinet Office Ordinance on Disclosure Required for Tender Offer
for Share Certificates, etc. by Person Other than Issuer (Ordinance of the Ministry of
Finance No. 38 of November 26, 1990, as amended; the ("Ordinance")).
(3) Number of Share Certificates Purchased
Number of tenders Number of purchaseconverted into shares converted into shares
Share certificates
30,009,772 shares
30,009,772 shares
Share option certificates- shares- shares
Bond with share options- shares- sharesBeneficiary certificates of share certificates- shares- shares( )Depository receipt for share certificates- shares- shares( )Total
30,009,772 shares
30,009,772 shares(Total number of potential shares)(- shares)
Category of share certificates(4) Ownership Ratio of Share Certificates after Tender Offer
Number of voting rights represented byshare certificates owned by Tender Offeror
before Tender Offer
Number of voting rights represented byshare certificates owned by specially relatedparties before Tender Offer
Number of voting rights represented byshare certificates owned by Tender Offeror
after Tender Offer
Number of voting rights represented byshare certificates owned by specially relatedparties after Tender Offer
Total number of voting rights owned by all10
300,0980
389,0083(Ownership ratio of sharecertificates before Tender
Offer: 0.00%)(Ownership ratio of sharecertificates before Tender
Offer: 0.00%)(Ownership ratio of sharecertificates after Tender
Offer: 77.04%)(Ownership ratio of sharecertificates after Tender
Offer: 0.00%)

shareholders of Target(Note 1) "Number of voting rights represented by share certificates owned by specially relatedparties before Tender Offer" shows the total number of voting rights represented byshare certificates owned by each specially related party (excluding any persons whoare excluded from specially related parties pursuant to Article 3(2)(i) of theOrdinance in the calculation of the ownership ratio of share certificates pursuant toeach item of Article 27-2(1) of the Act).
(Note 2) "Total number of voting rights owned by all shareholders of Target" is the number ofthe voting rights owned by all shareholders as of August 31, 2020 as indicated in theannual securities report for the 61st fiscal year filed by the Target on November 27,
2020 (the "Target Annual Securities Report"). Given that the fractional shares werealso subject to the Tender Offer, however, for the purpose of calculating the"Ownership ratio of share certificates before Tender Offer" and "Ownership ratio ofshare certificates after Tender Offer," the denominator is 389,552 (the number ofvoting rights represented by the number of shares (38,955,287 shares), which is
obtained by deducting the number of treasury shares owned by the Target as ofAugust 31, 2020 (3,653,817 shares) from the total number of issued shares of theTarget as of the same date (42,609,104 shares), both as indicated in the Earnings
Briefing).
(Note 3) "Ownership ratio of share certificates before Tender Offer" and "Ownership ratio ofshare certificates after Tender Offer" are both rounded to the nearest hundredth.
(5) Calculation when Purchase of Tender Offer is Conducted by the Pro Rata Method
Not applicable.
(6) Settlement Method(I) Name and headquarters address of financial instruments business operator or bank, etc.,
to settle the purchase, etc.
Daiwa Securities Co., Ltd.

9-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo(II) Commencement date of settlement for the Tender Offer
January 6, 2021 (Wednesday)(III) Settlement method
Without delay after the conclusion of the Tender Offer Period, the Company will post to
the address of each tendering shareholder, etc. (or, in the case of foreign shareholders,
their standing proxies) a notice of purchase, etc., through the Tender Offer.
Purchases will be made in cash. In accordance with the instructions of the tendering
shareholder, etc., the sales price of the share certificates purchased will be remitted by
the tender offer agent to a location designated by the tendering shareholder, etc. (or, inthe case of foreign shareholders, their standing proxies) (a remittance charge may bepayable) or be paid into the account of the tendering shareholder, etc. at the tender offer
agent where the tender has been accepted, without delay after the commencement date ofsettlement for the Tender Offer.
4

3. Management Policy Following Completion of the Tender Offer and Future Outlook
The management policy following the Tender Offer remains unchanged from the details
described in “Notice Concerning Commencement of Tender Offer for Share Certificates of
Shimachu Co., Ltd. (Securities Code: 8184), and Execution of Management Integration
Agreement with Shimachu Co., Ltd.” publicized by the Company as of November 13, 2020.
Furthermore, as the Tender Offer is completed, the Company plans to implement proceduresfor the purpose of acquiring all of the Target Shares (excluding the Target Shares owned by
the Company and the treasury shares owned by the Target). Although Target Shares are
currently listed on the First Section of the Tokyo Stock Exchange, if these procedures are
implemented, they will be delisted following the prescribed procedures in accordance withthe delisting standards of the Tokyo Stock Exchange. Once delisted, the Target Shares may
not be traded on the First Section of the Tokyo Stock Exchange. Specific future procedures
will be announced by the Target as soon as they are determined, after consultation with theTarget.
4. The Place where a Copy of the Tender Offer Report is to be Made Available for Public
Inspection
Nitori Holdings Co., Ltd.
(6-20, Kamiya 3-chome, Kita-ku, Tokyo)
Tokyo Stock Exchange, Inc.
(2-1, Nihonbashi Kabutocho, Chuo-ku, Tokyo)
II. Change in a Subsidiary
1. Reason for Change
As a result of the Tender Offer, the Target will become a consolidated subsidiary of theCompany as of January 6, 2021 (the commencement date of the settlement for the Tender
Offer).
2. Overview of Subsidiary to be Changed (the Target)(i) Name
SHIMACHU CO., LTD.
8-3-32, Kamiochiai, Chuo-ku, Saitama-shi,(ii) Address
Saitama
Takaaki Okano, President and Representative(iii) Name and title of representative
Director
Retail business for furniture and interior goods(curtains, carpet, interior small items, etc.), and(iv) Description of businesshome center goods (daily necessaries,
gardening, pets, timber, tools, etc.)(v) Capital stock
16,533,000,000 yen (as of August 31, 2020)(vi) Date of incorporation
November 15, 1969
Custody Bank of Japan, Ltd. (Trust 8.63%
Account)
The Master Trust Bank of Japan, 7.94%(vii) Major shareholders and shareholding
Ltd. (Trust Account)ratios (as of August 31, 2020) (Note 1)
Custody Bank of Japan, Ltd. (Trust 6.42%
Account 9)
IRIS OHYAMA Inc.
5.13%

5

Saitama Resona Bank, Limited

3.45%

NORTHERN TRUST CO. (AVFC) 2.72%
RE
SILCHESTERINTERNATIONAL INVESTORSINTERNATIONALVALUEEQUITY TRUST(Standing Proxy: Tokyo Branch of
The Hongkong and Shanghai
Banking Corporation Limited)
Hitoshi Shimamura
2.59%
SMBC Nikko Securities Inc.

2.22%

UBS AG LONDON A/C IPB 2.06%
SEGREGATEDCLIENTACCOUNT(Standing Proxy: Tokyo Branch of
Citibank, N.A.)
Custody Bank of Japan, Ltd. (Trust 1.98%
Account 5)(viii) Relationship between the Tender Offeror and Target
The Company owns 100 shares of the Target
Shares (Percentage of voting rights held
Capital relationship(Note 2) (Note 3): 0.00%) as of the date of thisPress Release.
Personal relationship
N/A
Business relationship
N/A
Applicability to related parties
N/A(iv) Target’s Operating Results and Financial Position for the Last Three Years
Year ended Year ended Year ended
Fiscal term
Aug. 2018 Aug. 2019 Aug. 2020
(JPY)
(JPY)
(JPY)
194,288
188,698
181,584
Net assets
millionmillionmillion
241,650
237,305
237,346
Total assets
millionmillionmillion
Net assets per share
4,297.60
4,439.18
4,661.36
140,199
139,980
146,694
Sales amountmillionmillionmillion
9,888
8,994
9,598
Operating profit
millionmillionmillion
10,541
9,143
10,094
Ordinary profit
millionmillionmillion
4,301
6,049
6,422
Current net profit
millionmillionmillion
Net profit per share
94.11
139.61156.80
Dividend per share
80.00
80.00
50.00
(interim dividend per share)(40.00)(40.00)(50.00)(Note 1) "Major shareholders and shareholding ratios (as of August 31, 2020)" is based on the6information stated in "Status of Major Shareholders" of the Target Annual Securities
Report.
(Note 2) "Percentage of voting rights held" has been calculated with the number of voting
rights (389,552) pertaining to the number of shares (38,955,287 shares) obtained bydeducting the number of treasury shares owned by the Target as of August 31, 2020
(3,653,817 shares) from the total number of issued shares of the Target as of August
31, 2020 (42,609,104 shares), both as stated in the Earnings Briefing, as thedenominator.
(Note 3) Figures are rounded to the nearest hundredth for the "percentage of voting rights
held".
3. Number of Shares Acquired, Value of Acquisition, and Status of Shares Held Before andAfter the Acquisition(1) Shareschangeheld

before100 shares(Voting rights: 1)(Percentage of voting rights held: 0.00%)(2) Number of shares 30,009,772 sharesacquired(Voting rights: 300,097)(Percentage of voting rights held: 77.04%)(3) Value of acquisition
Value of acquisition: JPY 165,053 million(4) Shares
held
after 30,009,872 shareschange(Voting rights: 300,098)(Percentage of voting rights held: 77.04%)(Note 1) "Percentage of voting rights held" has been calculated with the number of voting
rights (389,552) pertaining to the number of shares (38,955,287 shares) obtained bydeducting the number of treasury shares owned by the Target as of August 31, 2020
(3,653,817 shares) from the total number of issued shares of the Target as of August
31, 2020 (42,609,104 shares), both as stated in the Earnings Briefing, as thedenominator.
(Note 2) Figures are rounded to the nearest hundredth for the "percentage of voting rights
held".
4. Schedule of Change (planned)
January 6, 2021 (Wednesday)(the commencement date of the settlement for the Tender Offer)
5. Future outlook
The effect of the change in the subsidiary on the consolidated business results for this fiscal
year is currently under evaluation. Should it become necessary to revise the business results
forecast, or matters that should be announced arise in the future, such information will bepromptly disclosed.
End7