February 8. 2021
To whom it may concern:
Company:
Representative:

Contact:

Company:
Managing
Partner:
Representative:

Tsukui Holdings Corporation
Hiroshi Tsukui
President and Representative
Director, CEO(Code No. 2398 Tokyo 1stSection)
Naoki Watanabe
Senior Executive Manager
Business Management HeadOffice（TEL 045-842-4193）
MBKP Life LLC
MBK Partners JC V, L.P.
Kenichiro Kagasa
Executive Manager（TEL 03-4550-0430）

Notice Concerning Commencement of Tender Offer for the Share of Tsukui Holdings
Corporation (Code No. 2398) by MBPK Life LLC

MBPK Life LLC announces that it resolved on February 8, 2021 to acquire the shares of Tsukui
Holdings Corporation through tender offer as set out in the attachment.
END

This material constitutes publication made pursuant to Article 30, Paragraph 1, Item 4 of the Order for
Enforcement of the Financial Instruments and Exchange Act by request from Tsukui Holdings Corporation (thetarget of this tender offer) to MBPK Life LLC (tender offeror).

(Attachment)“Notice Concerning Commencement of Tender Offer for the Shares of Tsukui Holdings Corporation(Code No. 2398)” dated February 8, 2021.

February 8, 2021
To whom it may concern:
Company:

MBKP Life LLC

Managing Partner:

MBK Partners JC V, L.P.

Representative:

Executive Manager

Kenichiro Kagasa(TEL 03-4550-0430)

Notice Concerning Commencement of Tender Offer for the Shares ofTsukui Holdings Corporation (Code No. 2398)
MBPK Life LLC (the “Tender Offeror”) announces that it resolved on February 8, 2021 to acquire the issued andoutstanding common shares (the “Target Company Shares”) of Tsukui Holdings Corporation (listed on the 1st Sectionof Tokyo Stock Exchange, Inc. (the “Tokyo Stock Exchange”), Code No. 2398; the “Target Company”) through tender
offer (the “Tender Offer”) pursuant to the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended) as
set out in the attachment.
The Tender Offeror is a limited liability company (godo kaisha) established in May 1, 2020 all of the shares of which
are held by MBK Partners JC V, L.P. (“JC Fund”). The main purpose of the Tender Offeror is to, by way of acquiring
all of the Target Company Shares listed on the First Section of Tokyo Stock Exchange, implement the series of transactions(the “Transaction”) which are based on the Target Company Shares being delisted for the purpose of making the Target
Company its wholly-owned subsidiary, and to control and manage the business of the Target Company thereafter. TheTender Offeror, as of the date hereof, owns 100 shares of the Target Company Shares (ownership ratio (Note 1): 0.00%).
The Tender Offeror has decided to implement the Tender Offer for the purpose of acquiring all of the Target CompanyShares (excluding, however, the Target Company Shares owned by the Tender Offeror, the Non-tendered Shares (as definedbelow; the same applies hereinafter) owned by the largest and major shareholder of the Target Company, Tsukui Kikaku KK(number of shares held: 18,256,000 shares; ownership ratio: 25.58%; “Tsukui Kikaku”) and the treasury shares owned by theTarget Company), as part of the Transaction.
In the Transaction, the Tender Offeror has, for the purpose of maximizing the profits of the general shareholders of the Target
Company, agreed with Tsukui Kikaku to sell the Non-tendered Shares owned by Tsukui Kikaku by the acquiring of treasury
shares to be implemented by the Target Company subject to the conclusion of the Tender Offer and the Share Consolidation(as defined below) coming into effect, rather than tendering the Tender Offer (the “Acquiring Treasury Shares”), based on theassumption that the provision of the exclusion of gross profits of deemed dividends under the Corporation Tax Act (Act No.
34 of 1965, as amended; the “Corporation Tax Act”) would apply to Tsukui Kikaku.

JC Fund is a fund to which MBK Partners K.K. or its affiliates (collectively, “MBK Partners Group”) provides itsservices. MBK Partners Group is an independent private equity firm that has a dedicated focus on private equity
investments in the three countries of East Asia - Japan, the People’s Republic of China and the Republic of Korea established in March 2005. MBK Partners Group has investment assets of approximately 234 hundred million US dollars
as of the date hereof pursuant to support from investors, mainly by institutional investors such as global banks, insurancecompanies, asset management companies, public pensions, corporate pensions, foundations, fund of funds andgovernment-affiliated investment institutions, and invests not only in large companies, but also in medium-sizedcompanies, particularly in the fields of retail/consumer, telecommunications/media, financial services, business services,transportation and general manufacturing. MBK Partners Group provides aggressive business support for maximizing
the value of the company in which it invests. Since its establishment in March 2005, MBK Partners Group has recorded-1-

50 investments in East Asian countries, and of these investments, 11 investments have been recorded in eight investments
have been recorded in Japanese companies, in Yayoi Co., Ltd., USJ LLC (former USJ K.K.), INVOICE INC., KomedaCo., Ltd., TASAKI & Co., Ltd. (former Tasaki Shinju K.K.), Accordia Golf Co., Ltd., Kuroda Electric Co., Ltd. andGodiva Japan, Inc. As a result of having dealt with value-up themes of each company with the managers over themedium and long term, MBK Partners Group has, after the implementation of the investments, succeeded in increasing
sales and earning capacity.
The Transaction consists of: (i) Tsukui Kikaku and the Tender Offeror becoming the sole shareholders of the Target
Company through the Tender Offer and the share consolidation that is implemented by the Target Company if the Tender
Offer is concluded, but the Tender Offeror fails to acquire all of the Target Company Shares (excluding, however, theTarget Company Shares owned by the Tender Offeror, the Non-tendered Shares owned by Tsukui Kikaku and thetreasury shares owned by the Target Company) in the Tender Offer (the “Share Consolidation”); (ii) for the purpose ofsecuring funds for implementing the Acquiring Treasury Shares, the Tender Offeror providing to the Target Company
funds appropriated for the consideration for the Acquiring Treasury Shares; and (iii) Acquiring Treasury Shares
eventually intending for the Tender Offeror to make the Target Company its wholly-owned subsidiary.
Upon the Tender Offer, the Tender Offeror entered into a written agreement on February 8, 2021 with Tsukui Kikaku andthe Representative Director of the Target Company, Mr. Hiroshi Tsukui (“Mr. Tsukui”) that sets forth the various terms andconditions of the Transaction agreed upon by the parties thereto, including such provisions that: (i) all of the 18,256,000 sharesof the Target Company Shares owned by Tsukui Kikaku shall not be tendered in the Tender Offer (ownership ratio: 25.58%;the “Non-tendered Shares”); (ii) all of the 687,600 shares of the Target Company Shares owned by Mr. Tsukui (ownership
ratio: 0.96% (Note 2)) shall be tendered in the Tender Offer; and (iii) the Non-tendered Shares shall be sold to the Target
Company in correspondence with the Acquiring Treasury Shares after the Share Consolidation is put into effect.
With respect to the Tender Offer, with an intention to make the Target Company its wholly-owned subsidiary, the TenderOfferor has set a minimum planned purchase quantity of 29,316,000 shares (ownership ratio: 41.08%) (Note 3), and if the total
number of share certificates tendered in the Tender Offer (the “Tendered Share Certificates”) falls below this minimum plannedpurchase quantity, the Tender Offeror will not purchase Tendered Share Certificates. However, the Tender Offeror that aims
for the Target Company Shares to go private by acquiring all of the Target Company Shares has not set a maximum plannedpurchase quantity, and if the total number of Tendered Share Certificates is equal to or exceeds the minimum planned purchasequantity (29,316,000 shares), the Tender Offeror will purchase all of the Tendered Share Certificates.
(Note 1)The “ownership ratio” refers to the ratio to the number of shares (12,439,909 shares) obtained by subtracting thenumber of treasury shares owned by the Target Company as of December 31, 2020 (excluding, however, 295,200
shares of the Target Company Shares owned by Japan Employee Stock Ownership Plans (J-ESOP)’ trust of theTarget Company as of December 31, 2020; the same applies hereinafter) (1,102,684 shares) from the total numberof issued shares as of December 31, 2020 as stated in the “Financial Summary for the Third Quarter of the Fiscal
Year Ending March 2021 [Japanese Standard]” released on February 8, 2021 by the Target Company (the “TargetCompany’s Financial Summary for the Third Quarter”) (72,460,800 shares) (rounded to the nearest hundredth).
This also applies with regard to subsequent descriptions of ownership ratio.
(Note 2) The number of Target Company Shares owned by Mr. Tsukui does not include the shares indirectly owned by Mr.
Tsukui through the cumulative investment in shares of the Target Company.
(Note 3)The minimum planned purchase quantity in the Tender Offer (29,316,000 shares; ownership ratio: 41.08%) was set
as the number obtained by the following formula: (i) the number of treasury shares owned by the Target Company
as of December 31, 2020 (1,102,684 shares) is subtracted from the total number of issued shares as of December
31, 2020 as stated in the Target Company’s Financial Summary for the Third Quarter (72,460,800 shares); this-2-

amounts to 71,358,116 shares, which corresponds to 713,581 voting rights; (ii) such number of voting rights isthen multiplied by 2/3 (475,721 voting rights) (rounded up to the nearest whole number); (iii) such number ofvoting rights (as rounded) is multiplied by 100 shares, which is the share unit number of the Target Company; and(iv) the number of the Target Company Shares owned by the Tender Offeror as of the date of filing of thisStatement (100 shares) and the Non-tendered Shares owned by Tsukui Kikaku (18,256,000 shares) are subtracted
from the product calculated in step (iii). Since the Tender Offeror aims to make the Target Company its whollyowned subsidiary in the Transaction and the special resolution in the shareholders’ meeting as provided for inArticle 309, Paragraph 2 of the Companies Act (Act No. 86 of 2005, as amended) is required upon carrying out
the procedures for the Share Consolidation, the minimum planned purchase quantity (29,316,000 shares) was set
to enable both the Tender Offeror and Tsukui Kikaku to fulfill this requirement.

The summary of the Tender Offer is as follows.
(1) Summary of the Target Company(i)

NameTsukui Holdings Corporation(ii)Location

1-6-1, Kamiooka-nishi, Konan-ku, Yokohama-shi, Kanagawa(iii)

Name and title ofHiroshi Tsukui,

representative

President and Representative Director, CEO(iv)

Description of business

Administration, management, etc. of group companies(v)

Amount of share capital

JPY 3,342million (As of December 31, 2020)(vi)

Date of incorporation

June 2, 1969
Tsukui Kikaku KK

25.58％

Custody Bank of Japan, Ltd. (Trust account)

12.46％The Master Trust Bank of Japan, Ltd. (Trust account)

8.73％

Tsukui Employee Shareholding Association

2.78％

KIA FUND 136(Standing proxy: Citibank, N.A., Tokyo branch)

2.22％

BNP PARIBAS SECURITIES SERVICESLUXEMBOURG/ JASDEC/JANUS HENDERSONHORIZON FUND
and(Standing proxy: The Hongkong and Shanghai Banking

shareholding ratio (As ofCorporation Limited, Tokyo branch, Custody BusinessSeptember 30, 2020)

Department)

Major
(vii)

shareholders

1.91％

BBH/SUMITOMO MITSUI TRUST BANK, LIMITED(LONDON BRANCH)/SMTTIL/JAPAN SMALL CAP
FUND CLT AC

1.78％(Standing proxy: Sumitomo Mitsui Banking Corporation)
THE BANK OF NEW YORK 133972(Standing proxy: Mizuho Bank, Ltd., Settlement Service

1.54％

Department)
The Bank of Yokohama, Ltd.
(Standing proxy: Custody Bank of Japan, Ltd.)
Custody Bank of Japan, Ltd. (Trust Account 5)-3-

1.44％
1.31％

(viii)

Relationship between the Tender Offeror and the Target Company
Capital relationship

The Tender Offeror owns 100 shares of the Target Company.

Personnel relationship

Not applicable

Business relationship

Not applicable

Status as related party

Not applicable(2) Schedule(i) Schedule:
Date of public notice forcommencementofTender

Offer

Public notice will be made electronically via the Internet, and a notice to that
effect will be published in the Nihon Keizai Shimbun.
(URL of the electronic notice: https://disclosure.edinet-fsa.go.jp/)

Date of filing the Tender Offer
Notification(ii)

February 9, 2021 (Tue)February 9, 2021 (Tue)Purchase period originally specified in the Tender Offer Notification:
From February 9, 2021 (Tue) until March 24, 2021 (Wed) (30 business days)(iii) Possible extension by request from the Target Company:
Not applicable(3) Type of share to be purchased and price of tender offer
Common stock
924 yen per share(4) Scheduled number of shares to be purchased
Scheduled number of shares to be

Minimum limit of the number ofMaximum limit of the number ofpurchased

shares to be purchased

shares to be purchased

53,102,016 shares

29,316,000 shares―(5) Date of commencement of settlement
March 31, 2021 (Wed)(6) Tender offer agent
Daiwa Securities Co., Ltd.

9-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo

For further details of the Tender Offer, please see the Tender Offer Notification for the Tender Offer to be filed by theTender Offeror on February 9, 2021. The Tender Offer Notification may be viewed on EDINET(https://disclosure.edinet-fsa.go.jp/).
END
・This press release is intended to announce the Tender Offer to the public and has not been prepared for the purpose of-4-

soliciting an offer to sell shares. If shareholders wish to make an offer to sell their shares, they should read the tender
offer explanation statement concerning the Tender Offer first and make an offer to sell their shares at their own
discretion. This press release shall neither be, nor constitute a part of, an offer to sell or purchase, or solicitation to sellor purchase any securities, and neither this press release (or a part of this press release) nor its distribution shall beinterpreted to constitute the basis of any agreement in relation to the Tender Offer, and this press release may not be
relied upon at the time of entering into any agreement.
・The Tender Offer shall be implemented in compliance with the procedures and information disclosure standards
provided by the Financial Instruments and Exchange Act of Japan, which procedures and standards are not necessarily
identical to the procedures and information disclosure standards applied in the United States. Specifically, Section
13(e) and Section 14(d) of the U.S. Securities Exchange Act of 1934 (as amended, the “1934 Securities ExchangeAct”) or the rules promulgated under such Article do not apply to the Tender Offer, and the Tender Offer is notnecessarily in compliance with the procedures and standards thereunder. All financial information contained in thispress release are based on the accounting standards of Japan and are not based on the accounting standards of the U.S.
and the contents may not be equivalent to the financial information in the U.S. In addition, because the Tender Offeror
is a company established outside the United States and their officers are not U.S. residents, it may be difficult forinvestors to exercise their rights or demands that may be asserted based on U.S. securities laws. It may also not be
possible to initiate legal proceedings in a court outside the United States against a company outside the United Statesand its officers based on a violation of U.S. securities laws. Furthermore, a corporation outside the United States andits subsidiaries and affiliates may not necessarily be subject to the jurisdiction of U.S. courts.

・Unless otherwise stated, all procedures in connection with the Tender Offer shall be conducted in the Japanese
language. While a part or all of the documents in connection with the Tender Offer may be prepared in English, theJapanese language documents shall control in any discrepancies between the Japanese language documents and thecorresponding English language documents.

・This press release contains “forward-looking statements” as defined in Section 27A of the U.S. Securities Act of 1933
(as amended) and Section 21E of the 1934 Securities Exchange Act. The actual results may be grossly different fromthe projections implied or expressly stated as “forward-looking statements” due to known or unknown risks,
uncertainties, or other factors. The Tender Offeror or its affiliates are not in a position to covenant that the projections
implied or expressly stated as “forward-looking statements” will actually be realized. “Forward-looking statements”
contained herein were prepared based on information available to the Tender Offeror as of the date of this press release
and, unless required by laws and rules of the financial products exchange, neither the Tender Offeror nor its affiliates
shall have an obligation to update or correct the statements made herein in order to reflect future events orcircumstances.

・The financial advisor of the Tender Offeror or the Target Company and the tender offer agent (including theirrespective affiliates) may, in the ordinary course of their business and within the scope permitted under the laws andregulations related to Japan’s financial instruments transactions, purchase or arrange to purchase the Company’scommon shares before commencement of the Tender Offer or during the Tender Offer Period outside of the Tender
Offer in their own or their customer’s account in accordance with the requirements of Rule 14e-5(b) of the 1934
Securities Exchange Act. If any information concerning such purchase is disclosed in Japan, the information will also
be made on the English website (or in any other disclosure methods) of the financial advisor or the tender offer agent
that conducted the purchase.

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