December 20, 2018
To whom it may concern
Company name:

Don Quijote Holdings Co., Ltd.

Representative:

Koji Ohara, President and CEO

Securities code:7532 First Section, Tokyo Stock Exchange

Address:

2-19-10 Aobadai, Meguro-ku, Tokyo

Information disclosure:

Mitsuo Takahashi, Senior Managing Director and CFO

Phone:+81-3-5725-7588

Announcement of Results of Tender Offer for Shares in Don Quijote Holdings Co., Ltd., by FDU
Investment, LLC, a Wholly-Owned Subsidiary of FamilyMart UNY Holdings, Co., Ltd.
Don Quijote Holdings Co., Ltd. (the “Company”), announced that it has received a report on the results ofa tender offer (the “Tender Offer”) for the common shares of the Company (the “Company’s Shares”) thatwas conducted by FDU Investment, LLC (the “Tender Offeror”), a wholly-owned subsidiary of FamilyMart
UNY Holdings Co., Ltd. (“FamilyMart UNY HD”), over the period from November 7 to December 19,
2018. The details are as described in the attachment provided by FamilyMart UNY HD.
It has been decided that the Company will forego plans to accept the secondment of at least one director
from FamilyMart UNY HD described in the Company’s press release dated November 6, 2018,“Announcement of Expression of Opinion regarding the Tender Offer for Shares in Don Quijote Holdings
Co., Ltd. by FDU Investment, LLC, a Wholly-Owned Subsidiary of FamilyMart UNY Holdings, Co., Ltd.”The possibility of future secondment will be examined when necessary going forward. In addition, DQ
WINDMOLEN B.V., a major shareholder of the Company, had stated its willingness to negotiate with theTender Offeror in relation to the possible borrowing of the Company’s Shares by the Tender Offeror.
However, FamilyMart UNY HD and the Tender Offeror have expressed their intention to forego thisborrowing. The possibility of engaging in such borrowing will be examined if necessary based on rigorous
evaluation of future market trends. DQ WINDMOLEN B.V. has accepted this decision.
In regard to the business alliance between FamilyMart UNY HD and the Company, the companies willcontinue to share the strengths and know-how of each company beyond industry boundaries. Specifically,FamilyMart UNY HD and the Company will collaborate and strengthen their alliance in relation to joint
product development, purchases, and sales promotion to enhance competitiveness; coordination in digitalmarketing, financial services, and other fields; and joint overseas expansion.
The transfer of shares associated with the acquisition of 60% of the shares (conversion into a whollyowned subsidiary) of UNY CO., LTD. (“UNY”), by the Company described in “I. Acquisition of Sharesof UNY Accompanied by Changes in Subsidiaries, etc. (Conversion into Subsidiary and Conversion intoSub-subsidiary)” in the press release dated October 11, 2018, “Announcement of Acquisition of Shares ofUNY CO., LTD. (Changes in the Subsidiary, etc.) and Expression of Opinion regarding Planned
Commencement of Tender Offer for Shares in Don Quijote Holdings Co., Ltd. by a Wholly-Owned
Subsidiary of FamilyMart UNY Holdings, Co., Ltd.,” is scheduled to take place on January 4, 2019.
End of the document

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(Attachment)“Announcement of Results of Tender Offer for Shares in Don Quijote Holdings Co., Ltd. (Code No.
7532),” December 20, 20182

[Translation]
December 20, 2018
To Whom It May Concern
Company Name:

FamilyMart UNY Holdings Co., Ltd.
(Code No. 8028; First Sections of Tokyo Stock
Exchange and Nagoya Stock Exchange)

Name of Representative:

Koji Takayanagi, Representative Director and President

Company Name:FDU Investment, LLC

Name of Representative:

Isao Kubo, Managing Officer

Announcement of Results of Tender Offer for Shares in Don Quijote Holdings Co., Ltd. (Code No. 7532)
FDU Investment, LLC (the “Tender Offeror”), which is a wholly-owned subsidiary of FamilyMart UNY Holdings
Co., Ltd. (“FamilyMart UNY HD”), decided on November 6, 2018 to acquire the shares of common stock (the “TargetCompany Shares”) of Don Quijote Holdings Co., Ltd. (First Section of the Tokyo Stock Exchange, Inc., Code No. 7532;
the “Target Company”) by tender offer (the “Tender Offer”) in accordance with the Financial Instruments and Exchange
Act (Act No. 25 of 1948, as amended; the “Act”), and carried out the Tender Offer from November 7, 2018. The Tender
Offer ended on December 19, 2018 and we announce as follows.
1.

Outline of the Tender Offer(1)

Name and Location of the Tender Offeror
FDU Investment, LLC
1-1, Higashi-Ikebukuro 3-chome, Toshima-ku, Tokyo(2)

Name of the Target Company
Don Quijote Holdings Co., Ltd.

(3)Class of Share Certificates, etc. for the Tender Offer
Common stock(4)Number of Share Certificates, etc. to be Purchased

Number of shares to be purchased

Minimum number of shares to beMaximum number of shares to bepurchased

purchased－32,108,700 shares*1

32,108,700 shares

If the total number of tendered share certificates is equal to or less than the maximum number of shares to bepurchased (32,108,700 shares), all of the tendered share certificates will be purchased. If the total number oftendered share certificates exceeds the maximum number of shares to be purchased (32,108,700 shares), all orpart of that excess portion will not be purchased, and delivery and other settlement with respect to the purchaseof share certificates, etc. will be handled on a proportionate basis, which is provided for in Article 27-13,
1

Paragraph 5 of the Act and Article 32 of the Cabinet Office Ordinance on Disclosure Required for Tender Offerfor Share Certificates, etc. by Person Other than Issuer (Ordinance of the Ministry of Finance No. 38 of 1990,
as amended; the “Ordinance”).
Shares of less than one unit are also subject to the Tender Offer. If shareholders exercise their right to requestthat the Target Company repurchase their shares of less than one unit in accordance with the Companies Act(Act No. 86 of 2005, as amended), the Target Company may purchase those shares during the period ofpurchase, etc. under the Tender Offer (the “Tender Offer Period”) pursuant to the procedures under laws andregulations.
The treasury shares held by the Target Company will not be purchased through the Tender Offer.
It is possible that the stock acquisition rights might be exercised before the last day of the Tender Offer Period,and in such case, the Target Company Shares issued or delivered by that exercise are subject to the TenderOffer.

*2*3*4(5)Period of the Tender Offer(i)

Tender Offer Period Originally Specified in the Registration Statement
From November 7, 2018 (Wednesday) to December 19, 2018 (Wednesday) (30 Business Days)(ii)

Possibility of Extension Based on the Request by the Target Company
N/A

(6)

Tender Offer Price
6,600 yen per share of common stock2.

Result of the Tender Offer(1)

Outcome of the Tender Offer
The total number of tendered share certificates (24,721 shares) did not exceed the maximum number of shares to bepurchased (32,108,700 shares). Therefore, all tendered share certificates will be purchased as detailed in the public noticeof the commencement of the Tender Offer and the Tender Offer registration statement.
(2)

Date of Public Notice of the Result of the Tender Offer and Name of Newspaper in Which Public Notice Appears
In accordance with Article 27-13, Paragraph 1 of the Act, the result of the Tender Offer was announced to the media

at the Tokyo Stock Exchange, Inc. on December 20, 2018 using the method stipulated in Article 9-4 of the Order for
Enforcement of the Financial Instruments and Exchange Act (Act No. 321 of 1965; as amended) and Article 30-2 of theOrdinance.
(3)

Number of Share Certificates, etc. Purchased

Class of share certificates, etc.

(i) Number of applications converted to(ii) Number of purchases converted tosharessharesShare certificates
Certificate of stock acquisitionrightsCertificate of bond with stockacquisition rights

24,721 shares

24,721 shares－ shares－ shares－ shares－ shares－ shares－ shares－ shares－ shares

Trust beneficiary certificate forshare certificates, etc.
()

Depositary receipt for sharecertificates, etc.
()2

Total24,721 shares

24,721 shares－(－ shares)(Total number of latent sharecertificates, etc.)(4)

Ownership Ratio of Share Certificates, etc. After Tender Offer

Number of voting rights pertaining toshare certificates, etc. owned by the－ units(Ownership Ratio of share certificates, etc. before thepurchase) －%Tender Offeror before the purchase
Number of voting rights pertaining toshare certificates, etc. owned by thespecial related parties before the0 units(Ownership Ratio of share certificates, etc. before thepurchase) 0.00%

purchase
Number of voting rights pertaining toshare certificates, etc. owned by the247 units

Tender Offeror after the purchase(Ownership Ratio of share certificates, etc. after thepurchase) 0.02%

Number of voting rights pertaining toshare certificates, etc. owned by thespecial relatedparties afterthe0 units(Ownership Ratio of share certificates, etc. after thepurchase) 0.00%

purchase
Number of voting rights of all

1,581,706 units
shareholders of the Target Company*1The “Number of voting rights pertaining to share certificates, etc. owned by the special related parties before
the purchase” and the “Number of voting rights pertaining to share certificates, etc. owned by the specialrelated parties after the purchase” indicate the total number of voting rights of share certificates, etc. owned byeach special related party (excluding parties excluded from special related parties in accordance with Article 3,Paragraph 2, Item 1 of the Ordinance in the calculation of the ownership ratio of the share certificates, etc.
under each item of Article 27-2, Paragraph 1 of the Act).
*2
The “Number of voting rights of all shareholders of the Target Company” is the number of voting rights (thosedescribed as 100 shares of 1 unit) held by all shareholders as of June 30, 2018 detailed in the 39th First
Quarterly Report submitted by the Target Company on November 14, 2018. However, as shares of less than
one unit and the Target Company Shares issued or delivered by exercise of the Target Company’s stockacquisition rights were the object of the purchase in the Tender Offer, the “Ownership Ratio of sharecertificates, etc. before the purchase” and “Ownership Ratio of share certificates, etc. after the purchase” arecalculated using the number of voting rights (1,591,669 units) regarding the number of shares calculated below(159,166,927 shares) as the denominator:(a) the total number of issued shares (158,193,160 shares) as of September 30, 2018 stated in the Summaryof Consolidated Financial Results (Japanese Standards) for the First Quarter of the Fiscal Year Ending
June 30, 2019 announced by the Target Company on November 6, 2018 (the “Target Company
Summary of Financial Results”) plus(b) the number of Target Company Shares (962,000 shares) that are the object of stock acquisition rights asof June 30, 2018 (9,791 units) in the 38th Annual Securities Report submitted by the Target Company on
September 26, 2018 less the reduced number of stock acquisition rights resulting from the exercise (164units) and extinguishment (20 units) of the stock acquisition rights (total 184 units) reported by theTarget Company as the source of fluctuations from July 1, 2018 until November 2, 2018 (i.e., 9,607units), plus(c) the number of Target Company Shares granted (16,400 shares) for the stock acquisition rights exercised(164 units) as above, less(d) the number of treasury shares held by the Target Company as of September 30, 2018 stated in the Target
Company Summary of Financial Results (4,633 shares).
*3
The “Ownership Ratio of share certificates, etc. before the purchase” and the “Ownership Ratio of sharecertificates, etc. after the purchase” have been rounded to two decimal places.
(5)

Calculation in Case of Tender Offer on a Proportionate Basis
N/A3

(6)

Method of Settlement(i)Name and Location of the Head Office of the Financial Instruments Business Operator, Bank, etc. thatSettles the PurchaseNomura Securities Co., Ltd.

(ii)

9-1, Nihonbashi 1-chome, Chuo-ku, Tokyo

Commencement Date of Settlement
December 27, 2018 (Thursday)(iii)

Method of Settlement
After the expiration of the Tender Offer Period, a notice of purchase through the Tender Offer is mailed tothe address of the tendering shareholders (or the standing proxy in the case of non-Japanese shareholders) without
delay.
The purchase is made for cash. After the commencement date of settlement, the tendering shareholders
may receive the purchase price for the Tender Offer without delay in a manner that they designate, such as
remittance. (Remittance fees may be charged).
(iv)

Method of Returning Share Certificates, etc.
The share certificates, etc. to be returned will be returned promptly after two business days following the last

day of the Tender Offer Period by restoring such share certificates, etc. to the state immediately before the tenderapplication on the tendering shareholders’ accounts at the tender offer agent. (If a tendering shareholder wishes totransfer its share certificates, etc. to the account of the tendering shareholder held at another financial instruments
business operator, etc., please contact the head office or a branch office in Japan of the tender offer agent that
accepted the tender application.)3.

Policies After the Tender Offer and Future Outlook
Regarding the policies after the Tender Offer, the additional acquisition of the Target Company Shares by market

acquisition is scheduled to be considered after careful assessment of future market trends, but details, including the specifictiming, are undecided at this point in time. The borrowing by the Tender Offeror of the Target Company Shares from theTarget Company’s largest major shareholder DQ WINDMOLEN B.V. (number of shares owned: 23,407,000 shares) isscheduled to be considered as necessary after careful assessment of future market trends, but plans to be postponed at thispoint in time. In addition, the dispatch of one or more directors from FamilyMart UNY HD to the Target Company statedin the “Announcement of Commencement of Tender Offer for Shares in Don Quijote Holdings Co., Ltd. (Code No. 7532)”
announced on November 6, 2018 by FamilyMart UNY HD and the Tender Offeror will be postponed, and is scheduled tobe considered as necessary in the future. There are no other changes to the details in that announcement.
Further, the business alliance between FamilyMart UNY HD and the Target Company continues to go beyond theirlines of business in relation to the on-going sharing of both companies’ strengths and know-how. Specifically, the policy
is to further strengthen the alliance in future in consultation with the Target Company by way of reinforced competitivenessthrough joint product development, procurement, and sales promotion, collaboration in fields such as data marketing andfinancial services, and initiatives such as joint expansion of overseas business.
4.

Place Where Copy of the Tender Offer Report is Available for Public Inspection
FDU Investment, LLC

1-1, Higashi-Ikebukuro 3-chome, Toshima-ku, Tokyo

Tokyo Stock Exchange, Inc.

2-1, Nihonbashi Kabuto-cho, Chuo-ku, Tokyo

4