February 8, 2021
To Whom It May Concern:
Company:
Tsukui Holdings Corporation
Representative: President andHiroshi
Representative Director,
TsukuiCEO(Code No. 2398, First Section, Tokyo
Stock Exchange)
Statement of Opinion on Tender Offer for Tsukui Holdings Company Sharesby MBKP Life LLC
Tsukui Holdings Corporation (the “Company”) hereby announces that the Company has
resolved, at its Board of Directors meeting held today, to state its opinion approving the tender
offer (the “Tender Offer”) for the Company’s common stock (the “Company Shares”) by MBKP
Life LLC (the “Tender Offeror”), and to recommend that the Company’s shareholders tender theirshares in the Tender Offer, as follows.
The resolution of the Company’s Board of Directors has been adopted based on the assumptionthat the Tender Offeror intends to make the Company the Tender Offeror’s wholly-owned
subsidiary through the Tender Offer and a set of subsequent procedures, and that the Company
Shares will be delisted.
1.

Overview of Tender Offeror(1) Name(2) Address(3) Representative’s
Title and Name

MBKP Life LLC
10-3, Nagatacho 2-chome, Chiyoda-ku, Tokyo
Representative Member, MBK Partners JC V, L.P.
Managing Officer, Kenichiro Kagasa(1) Management consulting services;(4)
Business Activities(2) Acquisition, holding and sale of securities; and(3) Any and all businesses incidental and related to the preceding items(5) Capital Stock

5,000 yen

(6) Date EstablishedMay 1st, 2020

(7) Major Shareholders
and Shareholding

MBK Partners JC V, L.P.

Ratio(8) Relationship between Company and Tender Offeror
1 / 51100%

Capital Relationship
Personal
Relationship
Business
RelationshipApplicability ofRelated Party
2.

N/A
N/A
N/A
N/A

Tender Offer Price
924 yen per Company Share3.

Details of and Grounds and Reasons for Company’s Opinion on Tender Offer(1) Details of Company’s Opinion on Tender OfferAt the Board of Directors meeting held today, the Company has adopted a resolution
that, based on the grounds and reasons described in “(2) Grounds and Reasons for
Company’s Opinion on Tender Offer” below, the Company will state its opinion
approving the Tender Offer, and that the Company recommends its shareholders to tendertheir shares in the Tender Offer.
The resolution of the Company’s Board of Directors was adopted through the method
stated in “IV Approval of All of Company’s Directors (Including Those Who are Audit
and Supervisory Committee Members) Without Conflicts of Interest” under “(6)Measures to Ensure Fairness of Tender Offer, Such as Measures to Ensure Fairness ofTender Offer Price and Measures to Avoid Conflicts of Interest” below.
(2) Grounds and Reasons for Company’s Opinion on Tender Offer(I) Overview of Tender Offer
The Company has received the following explanation on the overview of theTender Offer from the Tender Offeror.
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 Fund JC V, L.P. (“JCFund”). The main purpose of the Tender Offeror is to, by way of acquiring andholding all of the Company Shares listed on the First Section of Tokyo Stock
Exchange, Inc. (the “Tokyo Stock Exchange”), implement the series of transactions(the “Transaction”) that assume that the Company Shares are being delisted for the
purpose of making the Company its wholly-owned subsidiary, and to control andmanage the business of the Company thereafter. The Tender Offeror owns, as of today,
2 / 51

100 shares of the 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 Company Shares (excluding, however, the Company Shares
owned by the Tender Offeror, the Non-tendered Shares (as defined below; the same
applies hereinafter) owned by the largest and major shareholder of the Company,
Tsukui Kikaku KK (number of shares held: 18,256,000 shares; ownership ratio:
25.58%; “Tsukui Kikaku”) and the treasury shares owned by the Company), as partof the Transaction.
In the Transaction, the Tender Offeror has, for the purpose of maximizing the
profits of the general shareholders of the 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 Company subject to the conclusion of the Tender Offer andthe Share Consolidation (as defined below) coming into effect, rather than tendering
the Tender Offer (the “Acquiring Treasury Shares”), based on the assumption that theprovision 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, “MBKPartners Group”) provides its services. MBK Partners Group is an independent
private equity firm that has a dedicated focus on private equity investments in thethree countries of East Asia - Japan, the People’s Republic of China (“China”) and
the Republic of Korea (“Korea”).MBK Partners Group has investment assets ofapproximately 234 hundred million US dollars of funds for investment backed as oftoday pursuant to support from investors, mainly by institutional investors such as
global banks, insurance companies, asset management companies, public pensions,
corporate pensions, foundations, fund of funds and government-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 thecompany in which it invests. Since its establishment in March 2005, MBK Partners
Group has recorded 50 investments in East Asian countries, and of these investments,
11 investments have been recorded in eight Japanese companies, Yayoi Co., Ltd., USJ
LLC, INVOICE INC.(former USJ Inc.), Komeda Co., 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 the medium and long term, MBK Partners Group has, after
3 / 51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 Company through the Tender Offer and the shareconsolidation that is implemented by the Company if the Tender Offer is concluded,
but the Tender Offeror fails to acquire all of the Company Shares (excluding, however,
the Company Shares owned by the Tender Offeror, the Non-tendered Shares owned
by Tsukui Kikaku and the treasury shares owned by the Company) in the Tender Offer(the “Share Consolidation”); (ii) for the purpose of securing funds for implementing
the Acquiring Treasury Shares, the Tender Offeror providing to the Company funds
appropriated for the consideration for the Acquiring Treasury Shares (the “Funding
for Acquiring Treasury Shares”); and (iii) the Acquiring Treasury Shares
implemented by the Company under the conditions of the conclusion of the Tender
Offer and the Share Consolidation coming into effect, and eventually intending for
the Tender Offeror to make the Company its wholly-owned subsidiary. For details
regarding the Share Consolidation, please refer to “(5) Post-Tender Offer
Reorganization Policy (Matters Regarding a So-called “Two-Step Acquisition”)”
below, and for details regarding the Funding for Acquiring Treasury Shares and theAcquiring Treasury Shares, please refer to “(b) Funding for Acquiring Treasury
Shares (around May 2021 (scheduled))” and “(c) Acquiring Treasury Shares (around
June 2021 (scheduled))” of “(iii). Post-Tender Offer” below.
Upon the Tender Offer, the Tender Offeror entered into a written agreement as oftoday, with Tsukui Kikaku and the Representative Director of the Company, Mr.
Hiroshi Tsukui (“Mr. Tsukui”) that sets forth the various terms and conditions of theTransaction agreed upon by the parties thereto, including such provisions that: (i) allof the 18,256,000 shares of the 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 Company Shares owned by Mr. Tsukui(ownership ratio: 0.96%; the “Tendered Shares” (Note 2)) shall be tendered in theTender Offer; and (iii) the Non-tendered Shares shall be sold to the Company incorrespondence with the Acquiring Treasury Shares after the Share Consolidation isput into effect (the “Agreement”). For details regarding the Agreement, please referto “ 4. Material Agreement Concerning the Tender Offer ” below. Tsukui Kikaku and
Mr. Tsukui do not intend to reinvest in the Company after the Transaction.
With respect to the Tender Offer, with an intention to make the Company its
wholly-owned subsidiary, the Tender Offeror has set a minimum planned purchasequantity 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
4 / 51

Certificates”) falls below this minimum planned purchase quantity, the Tender
Offeror will not purchase Tendered Share Certificates. However, the Tender Offeror
that aims for the Company Shares to go private by acquiring all of the Company
Shares has not set a maximum planned purchase quantity, and if the total number ofTendered 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 the number of treasury shares owned by theCompany as of December 31, 2020 (excluding, however, 295,200 shares of
the Company Shares owned by Japan Employee Stock Ownership Plans (JESOP) trust of the Company as of December 31, 2020; the same applies
hereinafter) (1,102,684 shares) from the total number of issued shares as ofDecember 31, 2020 as stated in the “Financial Summary for the Third
Quarter of the Fiscal Year Ending March 2021 [Japanese Standard]”
released today by the Company (the “Company’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 Company Shares owned by Mr. Tsukui does not include theshares less than one unit indirectly owned by Mr. Tsukui through the
cumulative investment in shares of the Company.
(Note 3)The minimum planned purchase quantity in the Tender Offer(29,316,000shares; ownership ratio: 41.08%) was set as the number
obtained by the following formula: (i) the number of treasury shares ownedby the 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 statedin the Company’s Financial Summary for the Third Quarter (72,460,800
shares); this amounts to 71,358,116 shares, which corresponds to 713,581
voting rights; (ii) such number of voting rights is then multiplied by 2/3(475,721 voting rights) (rounded up to the nearest whole number); (iii) such
number of voting rights (as rounded) is multiplied by 100 shares, which isthe share unit number of the Company; and (iv) the number of the Company
Shares owned by the Tender Offeror as of today (100 shares) and the Nontendered 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 Company its wholly-owned subsidiary in the Transaction
5 / 51and the special resolution in the shareholders’ meeting as provided for in
Article 309, Paragraph 2 of the Companies Act (Act No. 86 of 2005, as
amended; the “Companies Act”) is required upon carrying out theprocedures for the Share Consolidation, the minimum planned purchasequantity (29,316,000 shares) was set to enable both the Tender Offeror andTsukui Kikaku to fulfill this requirement.
The Tender Offeror intends to cover the funds required for the settlement of theTender Offer by borrowing from MUFG Bank, Ltd. (the “MUFG Bank”), and Bankof Yokohama, Ltd. (the “Bank of Yokohama”) (the “Tender Offer Settlement Funds
Borrowings”), and accepting contributions from JC Fund and Turtle Finance Limited(the “Turtle Finance”) (the “Contribution”) and intends to accept the Tender Offer
Settlement Funds Borrowings and the Contribution no later than the business day
preceding the date of commencement of the settlement of the Tender Offer, undersuch conditions as the conclusion of the Tender Offer.
Further, as stated in “(5) Post-Tender Offer Reorganization Policy (Matters
Regarding a So-called “Two-Step Acquisition”)”, if the Tender Offeror, despite theconclusion of the Tender Offer, fails to acquire all of the Company Shares (excluding,however, the Company Shares owned by the Tender Offeror, the Non-tendered
Shares owned by Tsukui Kikaku and the treasury shares owned by the Company) by
the Tender Offer, the Tender Offeror intends to request the implementation of the
Share Consolidation as part of the Transaction to the Company. However, withrespect to the funds required for the acquisition of the Company Shares equivalent tothe sum of the fractional shares resulting from the Share Consolidation, the Tender
Offeror intends to cover the same by borrowing from MUFG Bank and Bank of
Yokohama (the “Fractional Shares Purchase Borrowings”).
In addition, refgarding the Acquiring Treasury Shares, while the Tender Offeror
intends to carry out the Funding for Acquiring Treasury Shares, the funds required
for the Funding for Acquiring Treasury Shares are expected to be covered byborrowing from MUFG Bank and Bank of Yokohama (the “Treasury Shares
Acquisition Borrowings”).
While the details of the Tender Offer Settlement Funds Borrowings, Fractional
Shares Purchase Borrowings and Treasury Shares Acquisition Borrowings are to be
set forth in the loan agreement regarding the relevant borrowing through separate
deliberations by Tender Offeror with MUFG Bank and Bank of Yokohama, the loan
agreement regarding the relevant borrowing is scheduled to set forth the terms andconditions for implementing the loan set out in the loan certificate attached to “Tender6 / 51

Offer Registration Statement” for the Tender Offer and the contractual terms andconditions that are generally set forth in similar loan agreements, such as a certain
degree of financial covenant. All of the outstanding shares of the Tender Offeror(the Tender Offeror plans to convert from a limited liability company (godo kaisha)
to a stock company (kabushiki kaisha) during the period beginning the day after thelast day of the Tender Offer Period until the date that the Tender Offer Settlement
Funds Borrowings are executed) and the Company Shares acquired by the Tender
Offeror through the Tender Offer and other certain assets of the Tender Offeror arescheduled to be provided as collateral, and after the Company becomes a wholly
owned subsidiary of the Tender Offeror through the Transactions, the Company andsome of its subsidiaries (refer to subsidiaries of the Company, excluding Tsukui Staff
Corporation (currently, a consolidated subsidiary of the Company; hereinafter,“Tsukui Staff”) or Tsukui Care-Tec Investment Business Limited Partnership) arescheduled to become joint and several guarantors of the Tender Offeror and certain
assets of such companies are scheduled to be provided as collateral.
The outline of the Transaction may be illustrated as follows:(ⅰ) Pre-Tender Offer
As of today, Tsukui Kikaku owns 18,256,000 shares of the Company Shares(ownership ratio: 25.58%), and minority shareholders own the remaining
53,102,116 shares (ownership ratio: 74.42%).

Minority Shareholders

Tsukui Kikaku

25.58%

Tender Offeror

74.42%
Company(ii) Tender Offer (from February 9, 2021 to March 24, 2021 (scheduled))
The Tender Offeror implements the Tender Offer with respect to all of theCompany Shares (excluding, however, the Company Shares owned by the Tender
Offeror, the Non-tendered Shares owned by Tsukui Kikaku and the treasury shares
owned by the Company). (The purchase price per Company Share (the “Tender
Offer Price”) is 924 yen.)

7 / 51

Minority Shareholders

Tsukui Kikaku

Tender Offeror

Tender Offer
25.58%
Company(iii) Post-Tender Offer(a) Share Consolidation (around May 2021 (scheduled))
In the Tender Offer, if the Tender Offeror fails to acquire all of the Company
Shares (excluding, however, the Company Shares owned by the Tender Offeror,
the Non-tendered Shares owned by Tsukui Kikaku and the treasury shares
owned by the Company), the Tender Offeror will request to carry out theprocedures for the Share Consolidation to the Company, and carry out the seriesof procedures for making the Tender Offeror and Tsukui Kikaku the sole
shareholders of the Company after the conclusion of the Tender Offer.

Tsukui Kikaku

Tender Offeror

Minority Shareholders
Squeeze Out

by Share Consolidation

Company(b) Funding for Acquiring Treasury Shares (around May 2021 (scheduled))
Upon the delisting of the Company Shares and after the Share Consolidation
is put into effect, the Tender Offeror implements the Funding for Acquiring
Treasury Shares by loans to the Company in order to secure funds required for
the Acquiring Treasury Shares stated in (c) below.

Funding for
Tsukui Kikaku

Acquiring Treasury Shares

Tender Offeror

Company(c) Acquiring Treasury Shares (around June 2021 (scheduled))
The Company uses the funds secured by the Funding for Acquiring Treasury
8 / 51

Shares in (b) above to implement the Acquiring Treasury Shares wherein the
Non-tendered Shares owned by Tsukui Kikaku are acquired. (Acquiring
Treasury Shares Price (as defined below in “(i) Background, Purpose andDecision-Making Process Leading to Decision by Tender Offeror to Implement
Tender Offer” of “(II) Background, Purpose and Decision-Making Process
Leading to Decision by Tender Offeror to Implement Tender Offer andManagement Policy After Tender Offer and Transaction”) is 753 yen. The
Tender Offer Price is raised by lowering the Acquiring Treasury Shares Pricein light of the fact that the provision of the exclusion of gross profits of deemed
dividends under the Corporation Tax Act would be applied to Tsukui Kikaku,
and has been set under the estimation that (i) the amount calculated as the aftertax proceeds if Tsukui Kikaku agreed to the Tender Offer at the Tender Offer
Price will be equivalent to (ii) the net proceeds that would be obtained if Tsukui
Kikaku agreed to the Acquiring Treasury Shares at the Acquiring Treasury
Shares Price, and for the purpose of maximizing the profits of the ordinary
shareholders of the Company. Therefore, the Transaction is not intended to bean economic profit only for Tsukui Kikaku, which will dispose of the Company
Shares through the Acquiring Treasury Shares.)
Tender Offeror

Tsukui Kikaku
Acquiring Treasury SharesCompany(II) Background, Purpose and Decision-Making Process Leading to Decision by Tender
Offeror to Implement Tender Offer and Management Policy After Tender Offer andTransaction
The Company has received the following explanation on the background, purposeand decision-making process leading to decision by the Tender Offeror to implement
the Tender Offer and management policy after the Tender Offer and the Transaction
from the Tender Offeror. Note that all information regarding the Company below isbased on the information published by the Company, the press release published by
the Company, as well as explanations received from the Company.
(ⅰ) Background, Purpose and Decision-Making Process Leading to Decision by
Tender Offeror to Implement Tender Offer
9 / 51MBK Partners Group treats the buyout investments (investments associated withlisted companies going private) in Japan as a priority on the same level as theinvestments in China and Korea, and has been for some time selecting competitive
Japanese companies to invest in, particularly for the purpose of further increasing
the corporate value of quality companies that are expected to grow. Under suchcircumstances, in mid-October 2020, when Tsukui Kikaku announced thecommencement of the sale process regarding the selling out of the Company Sharesit owns and made an initial approach to participate in the bidding process tomultiple potential buyers, MBK Partners Group was invited to be one of thepotential buyers by Tsukui Kikaku and decided to participate in the bidding processsince the process proved to be consistent with the investment strategies of MBK
Partners Group as a result of discussions of the growth potential / profitability of
the Company based on disclosed information and its own analyses. MBK Partners
Group appointed Anderson Mōri & Tomotsune as its legal advisor independent
from any of the Tender Offeror, MBK Partners Group, Tsukui Kikaku, Mr. Tsukui,
and the Company Group and commenced its analyses and discussions based on theinformation disclosed by Tsukui Kikaku. As a result of such discussions, MBK
Partners Group concluded that, by making the Company its wholly-owned
subsidiary, the business and operations of the Company could be expected to growand expand not only in terms of capital, but also in terms of business, byimprovement of the rate of utilization through regional store strategies and further
reinforcement of services in the existing business and collaborations with theCompany, such as in inhibiting the turnover rate, and in order to further advancediscussions of the acquisition of the Company Shares owned by Tsukui Kikaku(including the Company Shares going private), in late October 2020, MBK Partners
Group appointed Daiwa Securities Co., Ltd. (“Daiwa Securities”) as its financial
advisor independent from any of MBK Partners Group, the Tender Offeror, Tsukui
Kikaku, Mr. Tsukui and the Company Group and thereafter in mid-November 2020,
submitted a letter of intent to Tsukui Kikaku. In its letter of intent, MBK Partners
Group made a proposal based on a scheme of a two-step acquisition wherein: (i)all of the Company Shares (excluding the Company Shares owned by the Tender
Offeror, the Non-tendered Shares owned by Tsukui Kikaku and the treasury shares
owned by the Company) shall be acquired through the Tender Offer and the Share
Consolidation thereafter; and (ii) the Company Shares owned by Tsukui Kikaku
shall be acquired through the Acquiring Treasury Shares after the Company Sharesare delisted through the Tender Offer and the Share Consolidation (the “Scheme”).
This proposal was based on the assumption that all of the Company Shares owned
by Tsukui Kikaku would be sold out. With respect to the price concerned, MBK
10 / 51

Partners Group made an additional proposal to raise the Tender Offer Price bylowering the Acquiring Treasury Shares Price, based on the assumption that theprovision of the exclusion of gross profits of deemed dividends under the
Corporation Tax Act would be applied to Tsukui Kikaku, and for the purpose of
maximizing the profits of the ordinary shareholders of the Company (with respect
to the process of the discussions of the Scheme at the Company, please refer to“(iii) Process of and Reasons for the Decision Making Leading to the Company toApprove of the Tender Offer” below).
Thereafter, Tsukui Kikaku made a request to each potential buyer to have aninterview with the managers of the Company and an interview with the President
and Representative Director, CEO of the Company as well as the Representative
Director of Tsukui Kikaku, Mr. Tsukui. MBK Partners Group had an interview withthe managers of the Company in mid-November 2020 and an interview with Mr.
Tsukui in late November 2020, and discussed the future business developments.
In such deliberations and discussions, MBK Partners Group acknowledged that
focusing on the following items would contribute to increasing the corporate valueof the Company: (i) the reinforcement of regional store strategies in the nursing
care business; (ii) the improvement of the rate of utilization of existing facilities in
the nursing care business through further reinforcement of services; (iii) the
expansion of services not covered by long-term care insurance in the nursing carebusiness; (iv) the improvement of employee satisfaction and inhibition of theturnover rate; (v) the reinforcement of sales strategies and organization in thehuman resource business; and (vi) the establishment of an outside sales regime inthe leasing business. MBK Partners Group has also acknowledged that in
implementing such strategies, even though it is highly effective to accelerate thedecision-making process and to make flexible business decisions by responding
flexibly to the change in the business environment, it is assumed not only that costs
and investments would precede the strategies, but also that the strategies would
require some time to take effect. Further, amid the mounting pressure to increase
shareholder returns from the stock market, and since there is a possibility that not
all the existing shareholders would be in favor of measures entailing the possibilityof short-term dividends and profit decreases, and there is concern of temporary
deterioration of earnings and cash flow, MBK Partners Group has determined that
it is difficult to save the existing shareholders from temporary economic adverse
effects and to conduct a major reform of business operations in the short term while
maintaining the listing.
Thereafter, on November 30, 2020, MBK Partners Group received notice from
Tsukui Kikaku of its intention to continue the deliberations with MBK Partners
11 / 51

Group, and MBK Partners Group decided to continue the deliberations, after
obtaining the exclusive negotiating rights from Tsukui Kikaku. For reference
information, with the request from Tsukui Kikaku for MBK Partners Group to also
provide a letter of intent regarding the Transaction to the Company, in determining
the Company’s submission of the letter of intent for the Tender Offer and whether
to recommend tendering the Tender Offer to the shareholders of the Company since
Tsukui Kikaku and the Company were discussing the Transaction from an
independent standpoint, MBK Partners Group has also submitted a letter of intent
to the Company in early December 2020. Over approximately six weeks from early
December 2020 to mid-January 2021, MBK Partners Group conducted due
diligence with respect to the business, finance, tax and legal affairs of the Company
and interviewed the managers of the Company, and based on the information
obtained in the process thereof, has advanced further analyses and discussions of
the significance of the Transaction, acquisition structure, post-acquisition
governance and management policy.
As a result of the discussions above, MBK Partners Group has determined thatcarrying out the various measures in “(ii) Post-Tender Offer and Post-Transaction
Management Policy” below would contribute to the overcoming of management
challenges, mid- and long-term growth and further enhancement of corporate valueof the Company. Based on such results of discussions, in 20 January 2021, MBK
Partners Group made a proposal that the Tender Offeror make the Company its
wholly-owned subsidiary, and in addition, made a proposal that the total value of
the Company Shares shall be 623 hundred million yen, that the Tender Offer Priceshall be 917 yen and that the value of the acquisition of the Company Shares owned
by Tsukui Kikaku by the Company shall be 747 yen (pre-share consolidation pershare value; “Acquiring Treasury Shares Price” ) (the “Proposal”). Regarding theTender Offeror's approach to the Tender Offer Price and the Acquiring Treasury
Shares Price, based on the assumption that the provision of the exclusion of grossprofits of deemed dividends would apply to Tsukui Kikaku under the Corporation
Tax Act, the tender offer price is set high and the Acquiring Treasury Shares Priceis set low in order to make use such tax benefits of Tsukui Kikaku, for the purposeof maximizing the profits of the ordinary shareholders of the Company. Specifically,
the Company's Acquiring Treasury Shares Price is reduced and the same amount isallocated to increase the total consideration for the sale of minority shareholders of
the Company (excluding Tsukui Kikaku), and it has been set after consultation withthe advisor of the Tender Offeror so that (i) the amount calculated as the after-tax
proceeds when Tsukui Kikaku agrees to the Tender Offer at the Tender Offer Pricewill be equivalent to (ii) the net proceeds that would be obtained when Tsukui
12 / 51

Kikaku agrees to the Acquiring Treasury Shares at the Acquiring Treasury Shares
Price.
For reference information, in the Proposal, MBK Partners Group made a
proposal of the Tender Offer Price and Acquiring Treasury Shares Price based on
the Scheme. Thereafter, on January 22, 2021, the Company requested an increasein the Tender Offer Price in order to increase the amount to be received by theminority shareholders from the Company upon the Tender Offer, and the Tender
Offeror made a proposal on January 28, 2021, setting forth that the Tender Offer
Price shall be 924 yen per share and the Acquiring Treasury Shares Price shall be
753 yen per share. Thereafter, on January 29, 2021, the Company again requested
an increase in the Tender Offer Price. In response thereto, on February 1, 2021, theTender Offeror announced its intention not to increase the Tender Offer Price any
further and made a final proposal to set the Tender Offer Price at 924 yen and theAcquiring Treasury Shares Price at 753 yen. Subsequently, on February 5, 2021, in
response to the Company’s acceptance of such final proposal, the Tender Offeror
entered into the Agreement with Tsukui Kikaku and Mr. Tsukui as of today, andagreed with setting the Tender Offer Price at 924 yen and the Acquiring Treasury
Shares Price at 753 yen.
The Company concluded that, with respect to the Tender Offer Price (924 yen
per share for the Company Shares), the Tender Offer will provide the shareholdersof the Company an opportunity to sell the Company Shares at a price withreasonable premiums and under reasonable terms and conditions, based on the facts
that (a) the value of the Company Shares per share is from 569 yen to 640 yen
pursuant to the market price method, from 587 yen to 815 yen pursuant to thecomparable companies method, and from 710 yen to 941 yen pursuant to thediscounted cash flow method (the "DCF method") according to the results of thevaluation of the Company Shares by Yamada Consulting as stated below in “(I)
Company’s Acquisition of Share Valuation Report from Independent Third-Party
Valuation Organization” in “(3) Matters Pertaining to Valuation” and the Tender
Offer Price is 924 yen and is higher than the upper limit of the calculation resultsby the market price method and comparable companies method and ranks in the
top quarter of the calculation results by the DCF method, (b) the Tender Offer Priceis the price with premiums of 44.38% (rounded to the nearest whole number; thesame applies for the numerical value of premiums for the share price (%)) for theclosing value of the Company Shares of 640 yen on the First Section of the Tokyo
Stock Exchange on February 5, 2021, which is the previous business day of theannouncement date of the Tender Offer, 61.82% for the simple average of theclosing prices of the Company Shares of 571 yen on the First Section of the Tokyo
13 / 51

Stock Exchange during the past one (1) month period until February 5, 2021,
62.39% for the simple average of the closing prices of the Company Shares of 569
yen on the First Section of the Tokyo Stock Exchange during the past three (3)month period until February 5, 2021, and 60.70% for the simple average of theclosing prices of the Company Shares of 575 yen on the First Section of the Tokyo
Stock Exchange during the past six (6) month period until February 5, 2021 andsuch level of premiums is favorable to the shareholders of the Company incomparison to the average level of premiums in cases of other companies in thesame industry and (c) sufficient measures have been taken to ensure fairness of theterms and conditions of the Transaction as described below in “(6) Measures to
Ensure Fairness of Tender Offer, Such as Measures to Ensure Fairness of Tender
Offer Price and Measures to Avoid Conflicts of Interest” and the terms andconditions of the Transaction (including the Tender Offer Price (924 yen per sharefor the Company Shares) have been confirmed as reasonable in the Report obtained
from the Special Committee. Since the final proposal has been accepted by theCompany, on February 8, 2021, the Tender Offeror entered into a Memorandum ofUnderstanding with Tsukui Kikaku and Mr. Tsukui, and agreed to set forth that theTender Offer Price shall be 924 yen and the Acquiring Treasury Shares Price shallbe 753 yen. The Tender Offeror acquired the Company Shares (100 shares) from
Mr. Tsukui by way of private transfer on February 5, 2021 in order to be able toexercise the right to request access to the shareholder register.
(ii) Post-Tender Offer and Post-Transaction Management Policy
As for the post-Transaction development strategies, MBK Partners Group will
follow the Company’s current “TSUKUI Vision 2025”, and at the same time, focus
on: i) the reinforcement of regional store strategies in the nursing care business; ii)
the improvement of the utilization rate of existing facilities in the nursing carebusiness through further reinforcement of services; iii) the expansion of services
not covered by long-term care insurance in the nursing care business, iv)

the improvement of employee satisfaction and inhibition of the turnover rate; v) the
reinforcement of sales strategies and organization in the human resources business;and vi) the establishment of an outside sales regime in the leasing business.
(a) The Reinforcement of Regional Store Strategies in the Nursing Care BusinessIn an environment in which competition among nursing care providers is
expected to intensify in each region in the future, MBK Partners Group will aim
to further improve its positioning in each region by restructuring its store
opening strategies with a scientific approach based on data analysis,
14 / 51

establishing an internal system for development teams and an education system
for the business department to accelerate store openings, and promoting M&A
that contributes to reinforcing regional store strategies.
(b) The Improvement of the Utilization Rate of Existing Facilities in the Nursing
Care Business through Further Reinforcement of Services
In order to achieve the improvement of the utilization rate of existing
facilities through further reinforcement of services, MBK Partners Group will
promote capital investments in nursing facilities and establish a PDCA
management system to share successful cases with the entire company andensure its thorough implementation.
(c) Expansion of Services not Covered by Long-Term Care Insurance in the
Nursing Care Business
Developing comprehensive services from a medium- to long-term
perspective by expanding services outside the long-term care insurance
coverage and collaborating with services within the long-term care insurance
coverage is important in order to realize our corporate philosophy of "Life is
100 years. Live happily." To that end, we will aim to develop comprehensive
services by building a business model, recruiting and reinforcing necessary
human resources, implementing growth investments that contribute to the
expansion of services outside of long-term care insurance coverage, andpromoting M & A.
(d) The Improvement of Employee Satisfaction and Inhibition of the Turnover Rate
In the nursing care industry, where a significant shortage of human resources
is expected in the future, MBK Partners Group believes it is important toimprove employee satisfaction and inhibit the turnover rate. MBK Partners
Group will work to achieve the same by reducing the burden on nursing carebusiness by promoting the use of ICT, accelerating the creation of anenvironment in which diverse human resources can work, and strengthening
career path designs.
(e) The Reinforcement of Sales Strategies and Organization in the Human
Resources BusinessIn the human resources business, MBK Partners Group will strengthen its
existing human resources business by reviewing the design of its sales incentive
system and enhancing its education and training programs to strengthen its sales
15 / 51

organizational structure, and by hiring and recruiting personnel with the humanresources business experience necessary to promote measures and reforms.
(f) The Establishment of an Outside Sales Regime in the Leasing BusinessIn the leasing business, MBK Partners Group will strive to establish abusiness centered on an outside sales regime and expand the scale of businessby establishing sales strategies based on potential markets by region and its
positioning, building a sales organization, and promoting the establishment of
a PDCA management system based on sales promotion.
The Tender Offeror plans to provide maximum support by making use of thesimilar support achievements of past investment companies, such as planning ofreal estate development strategies and strengthening of real estate development
systems that contribute to the reinforcement of store strategies, setting up M&A
implementation teams and incorporating external growth opportunities through
M&A, nationwide deployment of internal success cases and implementation of
optimal renewal investments to improve the operation rate, strengthening of
employee recruitment training and reforms of personnel systems to inhibit the
turnover rate, and planning of development strategies based on potential market
analysis and developing sales organization systems to reinforce sales strategies.
In addition, MBK Partners Group will, in principle, maintain the employment of
the management and employees of the Company after the Transaction, and consider
recruiting highly specialized personnel from outside as necessary. After thecompletion of the Transaction, MBK Partners Group will work to have a majorityof the directors of the Company dispatched from the MBK Partners Group, andmanage the Board of Directors in accordance with applicable laws and regulations
and the articles of incorporation, etc. However, details of the selection and thenumber of directors to be dispatched have not yet been decided as of today. In
addition, the President and Representative Director, CEO of the Company, Mr.
Tsukui intends to resign from the position of President and Representative Director,
CEO of the Company after the Acquiring Treasury Shares scheduled to be
implemented in June 2021.
As of today, Tsukui Staff is listed on the Tokyo Stock Exchange JASDAQ(Standard) Market and the future direction of Tsukui Staff has not been determined.
(III) Decision-Making Process and Reasons Leading to Company’s Approval of Tender
Offer
16 / 51

(ⅰ) Business Environment Surrounding Company, Company’s Management Issues
The Company was founded in June 1969 under the name of Tsukui Civil
Engineering K.K. for the purpose of conducting civil engineering, and then in
November 1978, changed its trade name to Tsukui Sangyo K.K.. After starting toconduct nursing care business under the newly established welfare services divisionin March 1983 based on our founder, Mr Sukeroku Tsukui’s sentiment, from his
own experience, that “We understand the difficulties involved in nursing care andwish to utilize this understanding to contribute to society through providing nursing
care jobs,” the Company changed its trade name to Tsukui Corporation in
November 1999. In April 2004, the Company made an over-the-counter registrationof its shares as over-the-counter stock with the Japan Securities Dealers Association.
In December 2004, the Company was listed on the JASDAQ Securities Exchange
Corporation (the “JASDAQ Securities Exchange”) (currently Tokyo Stock
Exchange JASDAQ (Standard) Market, by way of making JASDAQ Securities
Exchange a subsidiary of the Osaka Stock Exchange Corporation (the “Osaka
Stock Exchange”) in December 2008, the merger and acquisition of JASDAQ
Securities Exchange conducted by the Osaka Stock Exchange in April 2010, andthe integration of the Tokyo Stock Exchange and Osaka Stock Exchange in July
2013, etc.), and was then listed on the Second Section of the Tokyo Stock Exchange
in March 2011; then, after the Company shares listed on the Osaka Stock Exchange
JASDAQ (Standard) Market were delisted in May 2011, the Company was
assigned to the First Section of the Tokyo Stock Exchange in March 2012.
Subsequently, in January 2016, the Company spun off its human resource
development business to establish Tsukui Staff. In April 2017, the Company
established Tsukui Capital Corporation (“Tsukui Capital”), its subsidiary, with the
purpose of conducting leasing business of assistive vehicles and devices. In
September 2020, the Company established Digital Life Corporation (“Digital
Life”), its subsidiary, with the purpose of conducting IT business. Then, in October
2020, the Company transitioned to a holding company structure by way of acompany split, with its trade name being changed to Tsukui Holdings Corporation,and its business division including the nursing care segment being succeeded to
Tsukui Corporation (“Tsukui Corporation”), its subsidiary.
The Company Group (made up of: the Company; Tsukui Corporation, Tsukui
Staff, Digital Life and Tsukui Capital, which are all subsidiaries of the Company;
and Tsukui Care-Tec Investment Business Limited Partnership, invested in by
Tsukui Capital: the same shall apply hereinafter) operates nursing care business,
etc., through direct management in all 47 prefectures nationwide, under a Group17 / 51

Corporate Philosophy comprised of our MISSION “We will meet the challenges ofan ultra-aging society and bring about an age where one can live 100 years offulfilling life,” our VISION “We will turn fears toward aging into hopes and bringabout a future where people can live a life befitting themselves” and our VALUE“Our sincere challenges should bring someone hope and peace of mind.”Specifically, in the day services segment, the Company Group provides long-term
outpatient day care services (day services) in accordance with the Long-Term Care
Insurance Act. In the residential segment, the Company Group: provides “Tsukui
Sunshine” paid nursing homes for the elderly, and is designated by prefectures,
ordinance-designated cities and core cities as an operator of “Daily Life Long-TermCare Admitted Specified Facilities” in accordance with the Long-Term Care
Insurance Act; provides “Tsukui Sunforest” serviced homes for elderly people
which provide homes for elderly people and life support in accordance with the Act
on Securement of Stable Supply of Elderly Persons’ Housing, and long-term careinsurance services, etc.; and provides communal daily long-term care for dementia
patients (group homes) in accordance with the Long-Term Care Insurance Act. In
the home care segment, the Company Group: provides home visit care services,
home visit bathing services, sale of assistive equipment, multifunctional small
group nursing home care services, home visit nursing care and long-term careservices in accordance with the Long-Term Care Insurance Act; acts as an agent for
applications for long-term care insurance in order to enable the elderly to receive
long-term care services by using the long-term care insurance system; provides inhome long-term care support, including preparation of in-home service plans (careplans); and provides housing services whose operation has been entrusted to theCompany Group. Further, in the human resource segment, Tsukui Staff operates
worker dispatching services in accordance with the Act for Securing the Proper
Operation of Worker Dispatching Undertakings and Improved Working Conditions
for Dispatched Workers, fee-charging employment placement services inaccordance with the Employment Security Act, and education and training services
to be provided to the employees of assisted-living facilities, etc. In the leasing
segment, Tsukui Capital operates services specializing in handling assistive
vehicles and devices.
Setting out its long-term goal of “Tsukui Vision 2025” towards 2025, which is
the year when Japan’s baby boomer generation begins to enter the 75 and over age
group, the Company Group presents its vision of desiring to continue providing
sustainable nursing care services, through the achievement of three (3) major
policies of “building rock-solid foundations as the overwhelmingly top-ranking day
services provider”, “establishing integrated community care envisioned by Tsukui”
18 / 51

and “ensuring employee happiness and well-being.” Based on the “Tsukui Second
Medium-Term Management Plan” whose term will end in the fiscal year ending
March 2021, the Company Group is working to realize robust growth throughregional strategies focused on the four (4) pillars of “Creating local services by
establishing services catering to diverse needs,” “Creating local cooperation hubsby actively investing in regions with advantages to create local services,”“Developing local human resources by training personnel who can multitask tosupport local cooperation hubs,” and “Reforming entire corporate foundation to
support regional strategies”, and has started to work towards new business which
will create new values satisfying the needs in areas peripheral to nursing careservices. With the fiscal year ending in March 2021 being the final year of the“Tsukui Second Medium-Term Management Plan”, amid the circumstances where
the spread of COVID-19 infections has seriously afflicted society from February2020 onwards, it is imperative for the Company Group, as a provider of nursing
care services, to assume social responsibility, and we have therefore paid carefulattention to the situations surrounding the spread of COVID-19, carried out various
infection prevention measures and handled business continuity in accordance withapplicable guidelines, led by the COVID-19 Response Division which wasestablished at the Company (That was established at Tsukui Corporation after
transitioning to a holding company structure). The Company Group has taken
various measures against the spread of infection, including making efforts toprevent elderly people (the customers of the Company Group’s business) and our
employees from being infected and securing their safety, and has continued toprovide services to the extent possible with the cooperation of administrative
agencies. Nevertheless, from around the end of November 2020, there has been an
increase in cancellations of the use of day services as a result of our users refraining
from going outside in order to prevent infection in connection with the spread of
COVID-19. It seems likely that this pattern of refraining from using such services
will continue to occur going ahead under the circumstances where we cannot
foresee the end of infection. In addition, since the Company Group has been
voluntarily refraining from actively pursuing sales activities and accepting newusers, the number of new customers acquired is likely to decrease compared to thatof a typical year, and the outlook is uncertain.
Although the market is certain to expand as the number of people requiring longterm care increases as the number of elderly people increases toward 2025,thenursing care industry to which the Company Group belongs has seen rapid changes
in the surrounding business environment, including, a shortage in human resourcesin the nursing care industry, changes in nursing care business policies such as the
19 / 51strict revision of nursing care fees, and changes in customer needs. Furthermore,
looking ahead to 2040, in addition to the above changes in the businessenvironment, the decline in the productive-age population will increase theconstraints on the labor force, raising concerns about the continuity of thefoundation for providing services.
Moreover, amid the revision of the long-term care insurance system, fees forlong-term care were revised in April 2018, and promotion of the development of
the system for providing high-quality, efficient long-term care was integrated toenable the provision of appropriate services suited to the mental and physicalconditions of care recipients as we approach 2025, which is the year when Japan’s
baby boomer generation begins to enter the 75 and over age group. Additionally,some services completely transitioned from preventive long-term care benefits tocommunity support projects in April 2018. Furthermore, the copayment portion forprimary insured persons (aged 65 or over) who earned a certain level of income
rose from 20% to 30% in August 2018. In order to appropriately address thisrevision to the long-term care insurance system, the Company recognizes it as
being necessary for us to review personnel staffing standards, make progress withthe proactive acquisition of additional long-term care fees, and aim to secure stablebusiness earnings.
Further, the day services segment, residential segment, and home care segment
made up 88.5% of consolidated sales in the fiscal year ending March 2020,
representing a management constitution which is easily influenced by part of thenegative revision of long-term care fees. In order to deal with the risks involving
such revision of the long-term care fees, the Company recognizes the need to securestable business earnings by working to improve profit margins by further increasing
the utilization rate, and secure stable business earnings by both side of increasing
sales with the proactive acquisition of additional long-term care fees, as well as
cost reduction by reviewing personnel staffing standards. In order to essentiallyavoid the risk of revising long-term care fees and achieve stable growth over the
medium to long term, the Company recognizes that it is necessary to leverage ourcustomer base, which reaches 100,000 people. At the same time, the Company
recognize the need to actively develop non-long-term care insurance services,
including human resource services such as temporary staffing, fee-based job
placement, and education and training services, as well as non-long-term careinsurance services such as the leasing of welfare vehicles and welfare equipment,
which are our customers in the long-term care industry, which is a growth area, andto grow as a pillar of our business.
Furthermore, with the background of conversion to community-based medical
20 / 51

care, reorganization of hospital beds, the focus on moderate to severe persons in
special nursing-care homes for elderly people, and the rapid increase in thenumbers of households composed of only elderly people or single personhouseholds, the competition among long-term care service providers has become
even fiercer. The Company recognizes that it is necessary for us to strive for tocollect information and conduct detailed research on the long-term care insurance
business plans, etc. of the municipalities, conduct detailed marketing research, andpromote the establishment of foundations centering on metropolitan areas andregional core cities where the increase in demand is expected. The Company also
recognizes that it is important to maintain appropriate investment levels whichenable sustainable growth and to construct sound financial constitutions, while
continuously utilizing measures to reduce the debts incurred through the initialinvestment. As a part of TSUKUI Vision 2025, the Company has identified“establishing integrated community care as envisioned by TSUKUI” as one of ourimportant policies, and considers it important to expand the operating locations tofurther respond to our customers’ needs in priority regions where the Company canexert our strengths and promote diversification of nursing care services.
With regard to the recruitment, development and retention of human resources,
while the labor force is decreasing due to the continued progress of the declining
birthrate and aging population, the long-term care service industry continues to facea high turnover rate and a chronic shortage of human resources due to the severelabor environment and low salary levels of employees. In order to strengthen the
recruitment of human resources, the Company recognizes the need to increase thenumber of personnel in charge of recruitment, make efforts to recruit humanresources, and accept foreign technical intern trainees. The Company also
recognizes that it is necessary to improve the skills of employees through thefurther enhancement of training systems utilizing e-learning and support for
acquisition of qualifications, as well as to further promote measures for the hiring,development and retention of nursing care personnel, such as appropriate personnel
evaluation through the introduction of an in-house certification test system, fixationof the career path system, and revision of the personnel system for full-time
employees. At the same time, we recognize that it is necessary to improve the labor
environment, improve the retention rate of employees, and strengthen thedevelopment of human resources to provide high-quality services by establishing a
consultation desk exclusively for employees, etc. We also recognize the need tocontinue working to ensure the appropriateness of operations through ongoingeducation on corporate governance, risk management and compliance.
Meanwhile, the situation surrounding us is that, since the increasing number of
21 / 51

people infected with COVID-19 influences the amount of use of our services bycustomers, the time when the number of infected people will decrease largely
correlates to our business performance, and the business results in the fiscal year
ending March 2021 will inevitably be affected thereby. Having said that, theCompany recognizes that the nursing care services that the Company provides arevital for our customers and their family members to continue their daily lives, andthat, since it is important for the Company to provide this necessary nursing careservice to our customers on a continuous basis, we are socially required to continue
to provide this service to the extent possible while securing the safety of ourcustomers and employees and taking countermeasures against infection.
(ii) Process of and Reasons for Decision-Making by Company
As stated in “(II) Background, Purpose and Decision-Making Process Leading
to Decision by Tender Offeror to Implement Tender Offer and Management Policy
After Tender Offer and Transaction” above, Tsukui Kikaku Corporation (“Tsukui
Kikaku”) considered it helpful for the Company to also make use of externalmanagerial resources in addition to its own efforts, in order to achieve further
growth in the future. From early October to late November 2020, with a view toconsidering a new capital alliance partner for the Company from the perspective ofstrengthening the Company’s competitiveness and enhancing its corporate value,
Tsukui Kikaku informed the Company of having started considering suchprospective partner and made inquiries to seven (7) business companies/funds, andTsukui Kikaku selected MBK Partners Group as the final tender candidate throughthe selection process, in consideration of ,according to Tsukui Kikaku, that (1)MBK Partners Group's proposal on the growth strategy was considered to be
concrete and suitable for the direction of the Company's medium- to long-term
management ploicy, and (2) terms and conditions (the Total value of the Company
shares) were the highest among the tender candidates.
On December 2, 2020, the Company received proposals regarding theTransaction from MBK Partners Group, which had been selected as the final tendercandidate. Accordingly, on December 16, 2020, as stated in “(I) Acquisition of
Share Valuation Report from Independent Third-Party Valuation Organization” and“(II) Advice to Company from Independent Law Firm” under “(6) Measures to
Ensure Fairness of Tender Offer, Such as Measures to Ensure Fairness of Tender
Offer Price and Measures to Avoid Conflicts of Interest” below, with a view toensuring the fairness and appropriateness of the decision-making by its Board of
Directors regarding the Transaction including the Tender Offer, the Company
appointed Yamada Consulting Group Co., Ltd. (“Yamada Consulting”) as a
22 / 51

financial advisor and a third-party valuation organization independent from any of
the Tender Offeror, MBK Partners Group, Tsukui Kikaku, Mr. Tsukui and theCompany Group, and appointed TMI Associates as a legal advisor, in relation to
the Transaction, and also established a special committee as an advisory body of
the Company to consider proposals regarding the Transaction (the “Special
Committee”; for details of the composition and specific activities, etc. of theSpecial Committee, please see “(III) Establishment of Independent Special
Committee by the Company and Acquisition of Report from Said Special
Committee” under “(6) Measures to Ensure Fairness of Tender Offer, Such as
Measures to Ensure Fairness of Tender Offer Price and Measures to Avoid Conflictsof Interest” below).
After having established the aforementioned systems, the Company considered
MBK Partners K.K.’s proposals regarding the Transaction, and discussed andnegotiated the Tender Offer Price and other various terms and conditions of theTransaction with MBK Partners K.K., based on negotiation policies, as well as
opinions, instructions and requests in important negotiation phases, which had been
confirmed by the Special Committee in advance, and also by obtaining advice from
Yamada Consulting and TMI Associates.
Thereafter, the Company carefully discussed and considered the Transaction
principally from the perspective of whether its corporate value would be enhanced
and whether various terms and conditions of the Transaction were found to bereasonable, by taking into account the contents of a share valuation report acquired
from Yamada Consulting (the “Share Valuation Report”) and the legal advice
obtained from TMI Associates, the Company’s legal advisor, regarding matters to
be noted in the Company’s decision-making in relation to the Transaction including
the Tender Offer, and by respecting, to the fullest extent possible, the report dated
February 5, 2021, submitted by the Special Committee (the “Report”; for theoutline of this Report, please see “(III) Establishment of Independent Special
Committee by Company and Acquisition of Report from Said Special Committee”
under “(6) Measures to Ensure Fairness of Tender Offer, Such as Measures to
Ensure Fairness of Tender Offer Price and Measures to Avoid Conflicts of Interest”
below).
As a result thereof, the Company has determined, from the following
perspectives, that the Transaction will contribute to enhancing the Company’s
corporate value:(a) Expanding Business Scale by Diversification and Efficiency of Expanding
Operating Locations in priority regions.
23 / 51

As described above, the Company considers it necessary to promote theestablishment of new business bases principally in metropolitan areas and local
urban areas where increased demand is expected, and to promote multi-tiered
nursing care services in priority regions where the Company can exert its
strengths, by means of expanding operating locations which further respond tothe customers’ needs, and relocation and integration, etc. of existing facilities,
as well as conversion from the conventional single-format facility openings todiversified facility openings through renovations, etc.
In its previous investment activities, MBK Partners Group has had many
experiences of being involved in a large number of multi-facility typebusinesses that are also focused on providing services to senior customers, suchas the businesses operated by Komeda Co., Ltd. and Accordia Golf Co., Ltd.
The Company recognizes MBK Partners Group’s achievements of having
contributed to expanding the business scales of its investment targets throughthe establishment of new operating locations, such as by way of providing themwith support in the planning of facility opening strategies, and in the preparationof analysis formats.
Accordingly, in developing the Company’s operating locations, theCompany expects that MBK Partners Group will contribute to diversificationand efficiency of expanding operating locations, through engagement in
activities such as conducting economic-efficiency comparison analysis in linewith the relevant method of procuring necessary real estate, and introducing
potential partners (including financial institutions and healthcare REITs) to theCompany, by making use of its expertise and know-how gleaned from its
experience in the past.
(b) Improving Profitability by Enhancing Facility Utilization Rates andOptimization of Staffing
As described above, there has been an issue in day services of the need to
improve profitability principally by enhancing facility utilization rates. Whilepossible measures for enhancing facility utilization rates include developing
routes to acquire new users and improving operability in each given region asa whole by combining multiple services instead of providing single services,
MBK Partners Group also has experience in engaging in activities such as
establishing new sales channels in multi-facility type businesses operated by its
investment targets. Accordingly, with regard to enhancing facility utilization
rates, the Company believes that there is chance of achieving improved
profitability by making various systems of user acquisition and improving
24 / 51

management of foundations by obtaining MBK Partners Group’s advice andinstructions from the perspective of an outside party, based on its experience inthe past, rather than through the sole efforts of the Company.
(c) Developing and Expanding Services not Covered by Long-Term Care Insurance
As described above, the Company’s management constitution is substantiallyinfluenced by revision of the long-term care insurance system, fees for longterm care, the Company considers it necessary to expand services not coveredby long-term care insurance including human resources business such as
temporary staffing, a fee-charging employment placement, education andtraining services, etc., and leasing business of welfare vehicles and welfare
equipment, etc. to enable its medium- to long-term and stable growth.
To expand services not covered by long-term care insurance, it is important
to make active investments and to secure personnel having specialized expertisein such services. In this regard, MBK Partners Group has undertaken to provide
a considerable amount of investment funds to the Company for the Company’s
management after the Transaction, aside from ordinary working capital. In
addition, the Company expects that MBK Partners Group will hire professional
human resources necessary for the Company in a timely basis, drawing from its
extensive network created based on its continuous investment activities in Japan,
and that MBK Partners Group will also contribute to make active investments
and to secure personnel having specialized expertise in such services that is
important to expanding its services that are not covered by long-term careinsurance.
(d) Securing Personnel Necessary for Growth
While further shortages of care personnel are anticipated in the future, it isessential for the medium- to long-term growth of the Company to secure carepersonnel, with the aim of providing high quality services. In its previous
investment activities, MBK Partners Group has provided actual support to its
investment targets in their recruiting and training, and improving the retention
rates of their employees, as well as carrying out personnel system reforms.
Accordingly, the Company believes that MBK Partners Group will be able toutilize its expertise and know-how gleaned through such experience, for the
purpose of measures to be taken for the recruitment, development and retentionof the Company’s nursing care personnel.
(e) Actively Utilizing M&A in expanding foundations and developing Services not
25 / 51

Covered by Long-Term Care Insurance
While active utilization of M&A (mergers and acquisitions) for nursing carebusiness and services not covered by long-term care insurance may be apossible means to enable the medium- to long-term growth of the Company,
MBK Partners Group is also skilled in supporting its investment targets’ M&A
deals. The Company expects that MBK Partners Group will fully support eachand every step of such M&A deals, from implementation/funding and projectsourcing to post-merger integration (PMI), by making use of its expertise,
network and resources to the fullest extent possible.
In addition, if the Company goes private as a result of the Transaction, thiswill likely facilitate MBK Partners Group’s medium- to long-term investmentin the Company in certain respects, without the need to be overly concerned
about short-term profits. It is therefore expected that, if the Company goes
private, this will facilitate MBK Partners Group actively working on M&A
deals which may reduce the Company’s profits due to the burden foramortization of goodwill in the short run but is expected to contribute toenhancing the Company’s corporate value when viewed from a medium- tolong-term perspective.
(f) Enabling Prompt Decision-Making by Company Going Private
As described above, in order to carry out the aforementioned measures in atimely manner in response to the rapidly-changing business environment
surrounding the Company Group, it is essential for the Company to build aprompt decision-making system and to enhance flexibility in its management.
By going private, the Company will likely be able to build a management
system which enables agile decision-making and enhance the expansion offoundations and speed of business development.
With respect to the method for conducting the Transaction, a scheme combining
the Tender Offer and the Acquiring Treasury Shares held by Tsukui Kikaku wasproposed by MBK Partners Group, and the Company is reviewing such scheme,
and confirmed that (i) compared to a scheme where only a tender offer is made,Tsukui Kikaku is expected to be subject to the provision on the exclusion of deemed
dividends from gross profits set forth in the Corporation Tax Act with such scheme,
and by making use of enjoying such tax benefits of Tsukui Kikaku, and setting thetender office high and the treasury shares acquisition price low, it will become
possible to increase the amount that can be enjoyed by the minority shareholdersof the Company, (ii) the Tender Offeror will provide funds to the Company with
26 / 51

respect to funds that are required for the Acquiring Treasury Shares, and (iii)
contract terms that are ordinarily set forth in similar loan agreements are expected
to be provided in the loan agreement regarding the Funding for Acquiring Treasury
Shares.
Therefore, the Company believes that compared to a scheme where only a tender
offer will be made, the scheme of the Transaction will not have especially adverse
effects on the financial status of the Company, nor is it a prejudicial scheme for not
only the minority shareholders of the Company but also for the Company.
Furthermore, in addition to the Tender Offer and the squeeze out procedures
thereafter in the scheme of the Transaction, since a lending to the Company and theacquiring of treasury shares are scheduled, the timing of the completion of making
the Company a wholly-owned company will be delayed compared to a scheme
where only a tender offer is made, however, in that regard, based on the advantagesof increasing the amounts that the minority shareholders of the Company can enjoy
due to the scheme of the Transaction, it can be thought that the determination it not
an issue of special concern is not unreasonable.
Moreover, the Company has determined that the Tender Offer will provide its
shareholders with opportunities to sell the Company Shares under reasonable terms
and conditions and at a price which includes a reasonable premium, after having
principally taken the following factors into account: (a) According to the sharevaluation report acquired from Yamada Consulting, as specified in “(I) Company’s
Acquisition of Share Valuation Report from Independent Third-Party Valuation
Organization” in “(3) Matters Pertaining to Valuation” below, although the sharevalue of one (1) share of the Company Shares will be 569 yen to 640 yen according
to the average market price method, 587 yen to 815 yen according to thecomparable company analysis method, and 710 yen to 941 yen according to thediscounted cash flow method, the Tender Offer Price is 924 yen and greater thanthe maximum value of the valuation results according to the average market pricemethod and the comparable company analysis method, and in the top quartile ofthe valuation results according to the DCF Method, (b) the Tender Offer Price isalso the average price to which premiums of 44.38% for the closing value of theCompany Shares of 640 yen on the First Section of the Tokyo Stock Exchange on
February 5, 2021, which is the previous business day of the announcement date of
the Tender Offer, 61.82% for the simple average of the closing prices of theCompany Shares of 571 yen on the First Section of the Tokyo Stock Exchange
during the past one (1) month period until February 5, 2021, 62.39% for the simple
average of the closing prices of the Company Shares of 569 yen on the First Sectionof the Tokyo Stock Exchange during the past three (3) month period until February
27 / 51

5, 2021, and 60.70% for the simple average of the closing prices of the Company
Shares of 575 yen on the First Section of the Tokyo Stock Exchange during the pastsix (6) month period until February 5, 2021, is added, and the level of such premium
was confirmed to be at an advantageous level for the Company’s shareholders
compared to the average premium level in similar cases for other companies, (c)the measures to ensure fairness of the transaction terms for the Transaction as
specified in “(6) Measures to Ensure Fairness of Tender Offer, Such as Measures
to Ensure Fairness of Tender Offer Price and Measures to Avoid Conflicts ofInterest” below having been sufficiently taken; and the terms and conditions of theTransaction, including the Tender Offer Price (924 yen per Company Share) having
been acknowledged as being reasonable in the Report acquired from the Special
Committee.
Based on the above, the Company has resolved, at its Board of Directors meeting
held today, to state its opinion approving the Tender Offer and to recommend thatall shareholders of the Company tender their shares in the Tender Offer.
For details of the resolution by the Board of Directors, please see IV Approvalof All of Company’s Directors (Including Those Who are Audit and Supervisory
Committee Members) Without Conflicts of Interest” under “(6) Measures to Ensure
Fairness of Tender Offer, Such as Measures to Ensure Fairness of Tender Offer
Price and Measures to Avoid Conflicts of Interest” below.
(3) Matters Pertaining to Valuation(I) Company’s Acquisition of Share Valuation Report from Independent Third-Party
Valuation Organization
In expressing the Company’s opinion on the Tender Offer, the Company requested
Yamada Consulting, the Company’s advisor and third-party valuation organization
independent from any of the Tender Offeror, MBK Partners Group, Tsukui Kikaku,
Mr. Tsukui and the Company Group, to calculate the value of the Company Shares,
and acquired the Share Valuation Report as of February 5, 2021. Yamada Consulting
is not a related party of the Tender Offeror, MBK Partners Group, Tsukui Kikaku, Mr.
Tsukui and Tsukui Group and has no material interest in relation to the Transaction,
including the Tender Offer. In addition, the Company has not received a written
opinion on the fairness of the Tender Offer Price (fairness opinion) from Yamada
Consulting. Moreover, the considerable part of the fees payable to Yamada Consulting
in connection with the Transaction is the transaction fee payable upon theannouncement of the Transaction and the completion of the squeeze-out ofshareholders other than the Tender Offeror, and the Company has elected Yamada
Consulting as its financial advisor and third-party valuation organization based on the
28 / 51

above-mentioned remuneration system, taking into consideration general practice, etc.
in similar transactions.
As a result of the consideration of the valuation method in the Tender Offer, basedon the idea that the valuation of the Company Shares should be evaluated fromvarious perspectives on the premise the Company is a going concern, Yamada
Consulting calculated the value of the Company Shares by adopting: (i) the average
market price method as the Company Shares are listed on the First Section of theTokyo Stock Exchange; (ii) the comparable company analysis method as there areseveral comparable listed companies and it is therefore possible to analogize the valueof the Company Shares in comparison with the share value of similar listedcompanies; and (iii) the discounted cash flow method (the “DCF Method”) to reflect
the status of future business activities in the calculation.
The ranges of values per Company Share calculated by Yamada Consulting by eachof the above methods are as follows:
Average market price method:

569 yen to 640 yen

Comparable company analysis method: 587 yen to 815 yen
DCF method:

710 yen to 941 yen

In the average market price method, the range of the value per Company Share wascalculated to be 569 yen to 640 yen based on the closing price of the Company Shareson the First Section of the Tokyo Stock Exchange on the base date of February 5,
2021, which was 640 yen; the simple average of the closing prices for the one (1)month prior to the base date (from January 6, 2021 to February 5,2021), which was
571 yen (rounded to the nearest whole number; the same applies hereinafter in thecalculation of the simple average); the simple average of the closing prices for thethree (3) months prior to the base date (from November 6, 2020 to February 5, 2021),
which was 569 yen, and the simple average of the closing prices for the six (6) months
prior to the base date (from August 6,2020 to February 5, 2021), which was 575 yen.
In the comparable company analysis method, the range of the value per Company
Share is calculated to be from587 yen to 815 yen by analyzing the value of theCompany Shares through comparison of financial indicators showing the market
share price and profitability, etc. of several listed companies that operate businesses
similar to that of the Company.
In the DCF Method, the range of the value per Company Share was calculated to
be710 yen to 941 yen based on the corporate value and share value of the Company,
which was calculated by discounting to present value, at a certain discount rate, thefree cash flow expected to be generated by the Company in and after the fourth quarter29 / 51

of the fiscal year ending March 2021 on the assumption of various factors, including
the sales projection for the fiscal year ending March 2021, the business plan for theperiod from the fiscal year ending March 2022 to the fiscal year ending March 2026
prepared by the Company, the Company’s financial information for the third quarterof the fiscal year ending March 2021, as well as publicly available information.
The Company’s business plan used by Yamada Consulting for the calculation by
the DCF Method includes fiscal years in which significant increases or decreases in
profits are expected in comparison with the previous fiscal year. Specifically, as aresult of the recovery of sales declined due to the impact of COVID-19 and thedecrease in expenses for countermeasures against the COVID-19, consolidated net
sales is expected 97,933 million yen (up 3.8% year on year) and consolidated
operating income is expected 4,940 million yen (up 54.1%). In addition, the synergies
expected to be realized from the execution of the Transaction are not taken into
account in such business plan as those amounts are difficult to estimate specificallyat this time.
(II) Valuation Method of the Tender Offeror
In determining the Tender Offer Price, the Tender Offeror reviewed matters,
including the materials on financial information disclosed by the Company, the resultsof the due diligence conducted on the Company during the period from early
December, 2020 until mid-January, 2021, the examples (excluding examples ofmanagement buyout and a controlling shareholder’s acquisition of a subsidiary), ofpremiums actually paid in tender offers conducted by parties other than the issuer for
purposes of making a company into a wholly-owned subsidiary, the question ofwhether the Company’s board of directors has approved of the Tender Offer, themarket price trends of the Company Shares for the past six months, and the prospectsof participation in the Tender Offer. The Company Shares have been analyzed asfollows.
In consideration of the fact that the Company Shares are traded through thefinancial exchange, the Tender Offeror made reference to the changes between theclosing price of the Company Shares on the Tokyo Stock Exchange on February 5,
2021, which is the business day immediately preceding the date of announcement of
the implementation of the Tender Offer (640 yen), the simple average of the closing
prices of the Company Shares for the most recent one month (from November 6, 2021
to February 5, 2021) (571 yen) (rounded to the nearest whole number, which also
applies to the subsequent calculation of the simple average), the simple average of theclosing prices of the Company Shares for the most recent three months (from June 6,2020 to February 5, 2021) (569yen) and the simple average of the closing prices of
30 / 51

the Company Shares for the most recent six months (from August 6, 2020 to February
5, 2021) ( 575 yen).
Furthermore, taking into account whether the Company approves of the Tender
Offer and the prospect of the implementation of the Tender Offer, the Tender Offeror
determined the Tender Offer Price at 924 yen as of today after consultation andnegotiation with the Company and Tsukui Kikaku. The Tender Offeror has
determined the Tender Offer Price in consideration of the aforementioned factors andthrough consultation and negotiation with the Company and Tsukui Kikaku and has
not obtained a share valuation report or an opinion concerning fairness of the Tender
Offer Price from an independent third-party valuation organization. The Tender Offer
Price includes a premium of

44.38% (rounded to the nearest hundredth; the same

applies hereinafter to the calculation of the premium rate) on 640 yen, which is theclosing price of the Company Shares on the First Section of the Tokyo Stock
Exchange on February 5, 2021, the business day immediately preceding theannouncement date of the implementation of the Tender Offer, a premium of 61.82 %on 571yen, which is the simple average of the closing prices of the Company Shareson the First Section of the Tokyo Stock Exchange for the latest one-month period up
to February 5, 2021, a premium of 62.39 % on 569

yen, which is the simple averageof the closing prices of the Company Shares on the First Section of the Tokyo Stock
Exchange for the last three months up to February 5, 2021, and a premium of 60.70 %on 575 yen, which is the simple average of the closing prices of the Company Shareson the First Section of the Tokyo Stock Exchange for the last six months up to
February 5, 2021.
The Tender Offer Price also includes a premium of 44.36% on 640 yen, which isthe closing price of the Company Shares on the First Section of the Tokyo Stock
Exchange on February 5, 2021, the business day immediately preceding the date offiling of this Statement.
Although the Tender Offeror has obtained the Company Shares (100 shares) on
February 5, 2021, at the closing price of the Company Shares on the First Section of
the Tokyo Stock Exchange (610 yen) on February 3 pursuant to the share transfer
agreement executed on February 4, 2021 between the Tender Offeror and Mr. Tsukui,
in order to enable the Tender Offeror to exercise its right to request the Company toinspect the shareholders' register, etc., the Tender Offeror did not add a premium tothe closing price with respect to such acquisition.
(4) Possibility of Delisting and Reasons Therefor
As of the date of filing of this Statement, the Company Shares are listed on the First
Section of the Tokyo Stock Exchange, and since the Tender Offeror has not set a
31 / 51

maximum planned purchase quantity with respect to the Tender Offer, depending on the
results of the Tender Offer, it is possible that the Company Shares may become delisted
following the designated procedures in accordance with the delisting standards
established by the Tokyo Stock Exchange.
Futher, even if the delisting standards do not apply as of completion of the Tender Offer,in accordance with the procedures described in “(5) Post-Tender Offer Reorganization
Policy (Matters Regarding a So-called “Two-Step Acquisition”)” above, the Tender
Offeror plans to make the Tender Offeror and Tsukui Kikaku the sole shareholders of theCompany, and make the Company private. In such case, the Company Shares will
become delisted following the designated procedures, in accordance with the delisting
standards established by the Tokyo Stock Exchange. After being delisted, it will be
impossible to trade the Company Shares on the First Section of the Tokyo Stock
Exchange.
(5) Post-Tender Offer Reorganization Policy (Matters Regarding a So-called “Two-Step
Acquisition”)
As is stated in “(I) Overview of the Tender Offer” under “(2) Grounds and Reasons for
Company’s Opinion on Tender Offer” above, the Tender Offeror’s policy is to make theCompany its wholly-owned subsidiary. Once the Tender Offer is complete, and if theTender Offeror fails to acquire all of the Company Shares (provided, however, that thisexcludes the Company Shares held by the Tender Offeror, the Non-tendered Shares heldby Tsukui Kikaku and treasury shares held by the Company) through the Tender Offer,
the Company will implement the following procedures and a series of procedures to makethe Tender Offeror and Tsukui Kikaku the sole shareholders of the Company.
Specifically, the Tender Offeror will request that the Company hold a special
shareholders’ meeting (the “Special Shareholders’ Meeting”) and that proposals be
submitted that will include implementation of Share Consolidation of Company Sharesin accordance with Article 180 of the Companies Act, and subject to the Share
Consolidation being effective, changes to the Company’s articles of incorporation thatwill eliminate provisions on a share unit number. The Tender Offeror and Tsukui Kikaku
will approve each of the proposals above at the Special Shareholders’ Meeting.
If proposals concerning the Share Consolidation are approved at the Special
Shareholders’ Meeting, the Company shareholders will, as of the effective date of the
Share Consolidation, each retain a number of the Company Shares corresponding to the
Share Consolidation ratio approved at the Special Shareholders’ Meeting. If the Share
Consolidation results in fractional shares that are less than one share, in accordance withthe procedures set forth in Article 235 of the Companies Act and other relevant laws andregulations, the Company shareholders retaining the fractional shares will be provided
32 / 51

with money to be obtained through the sale of Company Shares equivalent to the sum of
the fractional shares (if the sum of the fractional shares is less than one share, thefractional shares will be discarded) by the Company or the Tender Offeror. With respect
to the sale price of the Company Shares equivalent to the sum of the fractional shares, apetition for permission for voluntary sale will be filed with a court, after ensuring that asa result of the sale of fractional shares, the monetary amount provided to each Company
shareholder who did not apply for the Tender Offer (excluding the Tender Offeror, theCompany and Tsukui Kikaku) will be the same as the value calculated when the numberof the Company Shares owned by each shareholder is multiplied by the Tender Offer
Price. Furthermore, although the consolidation ratio of the Company Shares has not yet
been decided as of today, the consolidation ratio will be determined such that as a resultof the Share Consolidation, the shareholders of the Company who did not tender theirCompany Shares into the Tender Offer (excluding the Tender Offeror, the Company and
Tsukui Kikaku) will each hold fractional shares less than one share and that after thesettlement of the sale of the sum of the fractional shares, the Tender Offeror and Tsukui
Kikaku will own all of the Company Shares (excluding treasury shares held by theCompany). The Company plans to comply with these requests by the Tender Offeror if
the Tender Offer is successful.
For the purpose of protecting the rights of minority shareholders in relation to the Share
Consolidation, if the share consolidation is implemented, and results in fractional sharesthat are less than one share, the Companies Act allows Company shareholders (excluding
the Tender Offeror, the Company and Tsukui Kikaku) to demand that the Company
purchase all fractional shares less than one share owned by them at a fair price, as wellas to petition a court for a decision regarding the sale price of their Company Shares, inaccordance with Articles 182-4 and 182-5 of the Companies Act and other relevant laws
and regulations. As described above, in connection with the Share Consolidation, theCompany Shares to be owned by Company shareholders who did not apply for the Tender
Offer (excluding the Tender Offeror, the Company and Tsukui Kikaku) will be fractional
shares less than one share. Therefore, the Company shareholders who oppose the Share
Consolidation will be able to petition a court for a decision regarding the above sale priceof their Company Shares. If the above petition is made, the sale price will be ultimately
determined by a court.
In implementing the above procedures, implementation methods and time may change,depending on the status of amendments to, execution of, and interpretation by relevant
authorities of, the relevant laws and regulations, the percentage of ownership of shares,
etc. of the Tender Offeror and Tsukui Kikaku after the Tender Offer as well as the holding
status of Company Shares of Company shareholders other than the Tender Offeror andTsukui Kikaku, etc. To be specific, if a shareholder holds the same number or more of the
33 / 51

Company Shares as the number of Company Shares owned by Tsukui Kikaku (the “Major
Shareholder”), or when there is a reasonable possibility that a Major Shareholder willappear before the effective date of the Share Consolidation, then, after the completion of
the settlement of the Tender Offer, Tsukui Kikaku and the Tender Offeror may, in lieu ofthe procedures for the Share Consolidation and the Acquiring Treasury Shares, takeactions that are necessary for the Share Consolidation of the Company Shares which areintended to consolidate the shareholders of the Company as the sole Tender Offeror.
However, even in that event, measures will be taken by which monetary consideration
will be ultimately provided to each Company shareholder who did not apply for theTender Offer (excluding the Tender Offeror, the Company and Tsukui Kikaku), and thevalue of that consideration will be calculated to be the price obtained when the numberof Company Shares owned by each Company shareholder is multiplied by the Tender
Offer Price.
If the Special Shareholders’ Meeting is held, it will be held in mid-May 2021, but theCompany will promptly announce the specific procedures therefor, and implementation
timing thereof, once they are determined after consultation between the Tender Offeror
and the Company. The Tender Offer is not intended to solicit the Company shareholders
to approve the relevant proposals at the Special Shareholders’ Meeting. In addition, theCompany shareholders are each personally responsible for consulting with experts, suchas certified public tax accountants, regarding the handling of taxes relating to applications
for the Tender Offer, and the procedures described above.
(6) Measures to Ensure Fairness of Tender Offer, Such as Measures to Ensure Fairness ofTender Offer Price and Measures to Avoid Conflicts of Interest
The Tender Offer is not a so-called management buyout (MBO), nor does fall under atender offer by controlling shareholders. However, based on the fact that, among otherthings: (a) the Tender Offeror plans to make the Company a wholly-owned company; and(b) the Tender Offeror has executed a Non-Tender Agreement with Tsukui Kikaku, thelargest and major shareholder of the Company, as specified in “4. Material Agreements
Regarding Tender Offer” below, and it is therefore presumed that the Company will
implement the acquisition of its treasury shares by acquiring the shares of common stockof the Company owned by Tsukui Kikaku, the Company and the Tender Offeror havetaken the measures specified below in order to ensure the fairness of the Tender Offer
Price, and also to eliminate any arbitrariness in the decision-making with respect to theTransaction, to ensure fairness, transparency and objectivity of the Company’s decisionmaking process, and to avoid conflicts of interest.
Among the measures specified below, any measures taken by the Tender Offeror are
based on the explanations given by the Tender Offeror.
34 / 51(I) Acquisition of Share Valuation Report from Independent Third-Party Valuation
Organization
Upon determining its opinion on the Tender Offer, the Company requested thecalculation of a valuation of the Company Shares to Yamada Consulting, a third-party
evaluation organization independent from any of the Tender Offeror, MBK Partners
Group, Tsukui Kikaku, Mr Tsukui and the Company Group and the Company
received the Share Valuation Report from Yamada Consulting as of February 5, 2021.
Yamada Consulting does not fall under a related party of the Tender Offeror, MBK
Partners Group, the Company Group or Tsukui Kikaku, nor does it have any materialinterest in the Transaction, including the Tender Offer. The Company has not received
a written opinion on the fairness of the price of the Tender Offer (i.e. a fairness
opinion) from Yamada Consulting.
Moreover, the Special Committee, at its first meeting, approved Yamada
Consulting’s appointment as the Company’s third-party evaluation organization andfinancial advisor, as there is no issue with respect to its independence and expertise,and further confirmed that the Special Committee may also receive a professional
advice, as necessary.
A substantial part of the compensation to Yamada Consulting pertaining to theTransaction is said to be transactional compensation that is paid upon theannouncement of the Transaction and the completion of the squeeze-out of theshareholders other than the Tender Offeror; and the Company has appointed Yamada
Consulting as the Company’s financial advisor and third-party evaluation
organization pursuant to the above compensation system, also taking into
consideration the general practices in the same kind of transactions and other matters.
As to the outline of the Share Valuation Report, please refer to “(I) Company’s
Acquisition of Share Valuation Report from Independent Third-Party Valuation
Organization” under “(3) Matters Pertaining to Valuation.”(II) Advice to Company from Independent Law Firm
The Company has appointed TMI Associates as its legal advisor independent fromany of the Tender Offeror, MBK Partners Group, Tsukui Kikaku, Mr. Tsukui and theCompany Group in order to ensure the fairness and appropriateness of the decisionmaking of the Company’s Board of Directors; the Company receives legal advice
from TMI Associates on the method and process of the decision-making of theCompany’s Board of Directors for the Tender Offer and the subsequent series ofprocedures, as well as other matters requiring considerations on the decision-making.
TMI Associates does not fall under a related party of the Tender Offeror, MBK
35 / 51

Partners Group, Tsukui Kikaku, Mr Tsukui or the Company Group and has no materialinterest in the Transaction.
In addition, the Special Committee, at its first meeting, approved TMI Associates’
appointment as the Company’s legal advisor, as there is no issue with respect to its
independence and expertise, and further confirmed that the Special Committee may
also receive professional advice as necessary.
(III) Establishment of Independent Special Committee by the Company and Acquisition
of Report from Said Special Committee
In order to ensure the fairness of the Tender Offer Price, and also to eliminate any
arbitrariness in the decision-making with respect to the Transaction, to ensure thefairness, transparency and objectivity of the decision-making process, and to avoid
conflicts of interest, on December 16, 2020, the Company’s Board of Directors
established the Special Committee as a voluntary council to consider and determine
whether or not to carry out the Transaction and the appropriateness of the transaction
terms, including the structure of the Transaction, as well as the fairness of theprocedures of the Transaction, from the standpoint of enhancing corporate value andensuring the interests of minority shareholders, when the Company gives
consideration as to whether or not to carry out the Transaction. The Special
Committee is comprised of four (4) members, namely, Mr. Naohito Miya (theCompany’s Outside Director), Mr. Masao Torikai (the Company’s Outside Director),
Mr. Kenji Yamada (the Company’s Outside Director) and Ms. Chiaki Kurihara (theCompany’s Outside Director), all of whom are independent from any of the Tender
Offeror, MBK Partners Group, Tsukui Kikaku , Mr. Tsukui and the Company Group(the members of the Special Committee have remained unchanged since its
establishment, and Mr. Masao Torikai has been appointed as the chairman of theSpecial Committee by mutual vote from among the members; moreover, thecompensation for the members of the Special Committee is a fixed fee, and nocontingent fee is arranged).
Further, the Company’s Board of Directors has consulted with the Special
Committee on the Transaction, including the Tender Offer, with regard to: (a) mattersconcerning the reasonableness of the purpose of the Transaction (including whether
the Transaction will contribute to enhancing the Company’s corporate value); (b)matters concerning the appropriateness of the terms of the Transaction; (c) mattersconcerning the fairness of the Transaction procedures; and (d) based on the foregoing,whether minority shareholders will incur any disadvantage from the Transaction (ifthe Tender Offer is implemented in the Transaction, the content of the opinion
expressed pertaining to the Tender Offer) (collectively, the “Advisory Matters”), and36 / 51

the Company’s Board of Directors has entrusted the Special Committee to submit areport on the above matters to the Company. The Company’s Board of Directors has
also resolved that, upon determining the opinion concerning the Tender Offer, it
should respect the opinion of the Special Committee to the fullest extent possible, andif the Special Committee determines that the terms of the Transaction are
inappropriate, the Company’s Board of Directors should not agree with the Tender
Offer on such terms. The Company has given consideration to the opinion expressed
pertaining to the Tender Offer under the assumption that the process for making theCompany a wholly-owned company will be implemented after the completion of theTender Offer.
In addition, the Company’s Board of Directors has granted the Special Committee
the authority to: (a) conduct an investigation into the Transaction (including asking
questions to the Company’s officers or employees involved in the Transaction or theCompany’s advisors pertaining to the Transaction, and seeking explanations on thematters necessary for consideration of the Advisory Matters); (b) require theCompany to (i) inform the tender candidates of the proposals of the Special
Committee and other opinions or questions, and (ii) arrange an opportunity for theSpecial Committee to engage in consultation, at its initiative, with the Tender Offeror
and MBK Partners Group (including their officers and employees involved in theTransaction and their advisors pertaining to the Transaction) (upon receiving therequest from the Special Committee, the Company shall exert its utmost efforts tofulfill such request); (c) not approve any advisor appointed by the Company if theSpecial Committee determines that there is any concern with the independence ofsuch advisor (in such case, the Company must respect the intention of the Special
Committee to the fullest extent possible); and (d) appoint the Special Committee’s
own advisor at the Company’s expense.
As to Yamada Consulting, as the Company’s third-party evaluation organizationand financial advisor, and TMI Associates, as the Company’s legal advisor, theSpecial Committee has approved them as the Company’s third-party evaluation
organization and financial advisor, and legal advisor, respectively, as there is no issue
with respect to their independence and expertise, and has further confirmed that theSpecial Committee may also receive professional advice, as necessary.
During the period between December 21, 2020 and February 5, 2021, a total of six(6) Special Committee meetings were held. The Special Committee carefully
discussed and considered the Advisory Matters, at the meetings and both before andafter the meetings made during the above period, by engaging in deliberations anddecision-making via electronic mail and other means.

37 / 51

Specifically, the Special Committee received explanations from Yamada
Consulting and TMI Associates on the circumstances leading to the Transaction, theoutline of the scheme, the outline of the presumed schedule and the measures toensure fairness presumed in the Transaction, and held a question-and-answer session
regarding the roles required of the members of the Special Committee and othermatters with respect to the above points.
The Special Committee has asked questions to MBK Partners Group about thebackground leading to the Transaction, the purpose of the Transaction, the content of
the scheme of the Transaction, the measures to be taken to ensure the fairness of theTransaction, and the management system and management policy after theTransaction; the Special Committee has received answers from MBK Partners Groupand given consideration to these points. In addition, the Special Committee has also
confirmed the content of the agreement that the Tender Offeror will execute upon
implementation of the Transaction.
Moreover, the Special Committee has received explanations from the Company on
the business environment surrounding the Company, management issues and theCompany’s current approach to these issues, the advantages and disadvantages of theTransaction, whether there are any synergies with MBK Partners Group, theevaluation on the Tender Offer Price proposed by MBK Partners Group, the content
of measures and management policies presumed after the Transaction, the status ofconsideration of the Transaction by the Company, the content of discussions with
MBK Partners Group, and other matters, and held a sufficient question-and-answer
session regarding these matters.
Furthermore, the Special Committee has received explanations from Yamada
Consulting, the Company’s financial advisor and third-party evaluation organization,on the valuation of the Company Shares and held a question-and-answer session
regarding the reasons for selecting the calculation methods and the calculation
process in each calculation method, and other matters; and also, the Special
Committee has received legal advice from TMI Associates on the process of theCompany’s decision-making regarding the Transaction and other matters requiringconsideration and has engaged in deliberations and consideration therefor.
Under the circumstances described above, as a result of a series of careful
discussions and consideration by the Special Committee on the Advisory Matters, theSpecial Committee submitted its report, mainly to the following effect, to theCompany’s Board of Directors as of February 5, 2021, with the unanimous consent
of the members.

38 / 51

(ⅰ) Reasonableness of Purpose of the Transaction
The Special Committee received explanations from the Company and asked
questions as to the purpose of the Transaction and the effects of the Transaction on
the Company’s corporate value. The summary of the contents thereof are as follows.
(a) (Recent Situation)
With the fiscal year ending in March 2021 being the final year of the “Tsukui
Second Medium-Term Management Plan”, amid the circumstances where thespread of COVID-19 infections has seriously afflicted society since February 2020,
the Company Group has taken various measures against the spread of infection,
including making efforts to prevent elderly people (the customers of the Company
Group’s business)and its employees from being infected and securing their safety,

and has continued to provide services. During the epidemic of COVID-19, there
were effects such as the occurrence of refraining from using and a decrease in thenumber of new customers acquired, but with the support measures of thegovernment, profits are expected to be secured at a certain level in the fiscal year
ending March 2021. However, the end of the infection is still uncertain, and theoutlook for the next fiscal year and beyond is uncertain.
(b) (Business Environment of the Nursing Care Industry)
Although, in the nursing care industry, the market is certain to expand as thenumber of people requiring long-term care increases as the number of elderly
people increases toward 2025, the decline in the productive-age population will
increase the constraints on the labor force, raising concerns about the continuity of
the foundation for providing services, in addition, it is pointed that the instabilityof the business performance being influenced by the revision of long-term care fees
due to the financial situation is pointed out.
(c) (Strategies of the Company)
Since our core business is a day service which has a high proportion of nursing
care insurance, our management constitution is easily influenced by part of thenegative revision of long-term care fees. In order to deal with the risks involving
such revision of the long-term care fees, it is necessary to work to improve profit
margins by further increasing the utilization rate, and to secure stable businessearnings by both side of increasing sales with the proactive acquisition of additional
long-term care fees, reviewing personnel staffing standards. In addition, it isnecessary to promote the expansion of operating locations to further respond to ourcustomers’ needs in priority regions where the Company can exert our strengths,
39 / 51

such as centering on metropolitan areas and regional core cities where the increasein demand is expected and promote diversification of nursing care services.
Furthermore, in order to essentially avoid the risk of revising long-term carecompensation, it is necessary to leverage the customer base, which reaches 100,000
people, as well as actively develop non-insurance services with the long-term careindustry itself as a growth area, and to grow as a business pillar.
(d) (Human Resources of the Company and Corporate Governance)
Under these circumstances, the hiring, development and retention of nursing carepersonnel is an ongoing issue, because the Company continues to face a highturnover rate and a chronic shortage of human resources due to the severe labor
environment and low salary levels of employees. It is necessary to improve theskills of employees through the further enhancement of training systems andsupport for acquisition of qualifications, as well as to further promote measures forthe hiring, development and retention of nursing care personnel, such as
appropriate personnel evaluation through the introduction of an in-housecertification test system, fixation of the career path system, and revision of thepersonnel system for full-time employees. Furthermore, since it is a highly publicoriented project, it is necessary to continue working to ensure the appropriatenessof operations through corporate governance, risk management and compliance.
(e) (Importance of Continuing Long-term Care Services)
Among the epidemics of COVID-19 infection, the nursing care services weprovide are vital for customers and their family members to continue their daily
lives. It is socially necessary to continue providing services to the extent possible
while securing the safety of our customers and employees and taking
countermeasures against infection.
Based on the business environment surrounding the Company and theCompany’s management issues, by conducting the Transaction, the effects that are
expected from the Transaction that are stated in “(ii) Process of and Reasons for
Decision-Making by Company” of “(III) Decision-Making Process and ReasonsLeading to Company’s Approval of Tender Offer” of “(2) Grounds and Reasons for
Company’s Opinion on Tender Offer” of “3. Details of and Grounds and Reasonsfor Company’s Opinion on Tender Offer” can be expected, and it will be possible
thereby to accommodate the changes of the above business environment andrespond to the management issues, and the Company arrived at the conclusion that
it will contribute to the further improvement of the Company’s corporate value.
40 / 51

The Special Committee held a sufficient question-and-answer session with theCompany regardingthe above such recognition by the Company, and verified thereasonableness thereof, and nothing particularly unreasonable was found in the
Company’s recognition.
In addition, in order to verify the reasonableness of the Company’s recognition
above, the Special Committee received explanations from MBK Partners Group
about what MBK Partners Group is attempting to realize through the Transaction,
the Company’s issues that are recognized by MBK Partners Group,how theTransaction will resolve the Company’s issues, measures for improving theCompany’s corporate value that are being assumed after the Transaction, and theadvantages and disadvantages of the Transaction that MBK Partners Group isassuming. In addition, the Special Committee confirmed the discussions that wereconsulted on by the Company and MBK Partners Group as to the business
operations of the Company after the Transaction.
Through the above, the Special Committee recognized that MBK Partners Groupis thinking of following “TSUKUI Vison 2025” that is currently held by theCompany as the management policy after the Transaction, and focusing on i)strengthening the strategy for priority regions in the nursing care business, ii)
continuously improving the profit margin in the nursing care business, iii)
developing and expanding services other than those covered by nursing careinsurance, iv) improvement of employee satisfaction levels and control of job
separation rate, v) strengthening business strategies and the organization in thehuman resource development business, and vi) constructing outside sales systems
in the leasing business.
From the above, it can be said that the elements expected by the Company of
MBK Partners Group through the Transaction reasonably match with the
management policy of MBK Partners Group after the Transaction and the externalmanagerial resources that MBK Partners Group can provide, and, in this regard,can be determined that there were no unreasonable points in the Company’s
recognition above.
Furthermore, since the Transaction is premised on the Company going private,
the disadvantages to the Company for going private were also considered.
In general, while restrictions on financing due to going private may arise,according to the Company, from the current status of the financial market, theeffects are expected to be small.
In addition, according to the Company, even upon the Company becoming a
41 / 51

holding company last year, no particular impact on the employees due to Tsukui, abusiness company, going private was recognized, and according to MBK Partners
Group, in light of past privatization cases it participated in, it does not think thatgoing private will lower employees’ motivations.
Furthermore, according to MBK Partners Group, in consultations with thedirectors of the Company, it does not think there are risks from going private evenin the relationships between the Company and government agencies and local
governments.
From the above, there were no particular points that would become problematic
as disadvantages due to the Company going private.
Based on the above such points, as a result of careful discussions andconsideration by the Special Committee, the Transaction was recognized tocontribute to the improvement of corporate value from the Company’s mid- to longterm perspective, and its purpose was believed to be reasonable.
(ⅱ) Appropriateness of Transaction Terms of the Transaction(a) Share valuation report by Yamada Consulting
According to the share valuation report acquired from Yamada Consulting, afinancial advisor and third-party valuation organization that is independent
from anyof the Tender Offeror, MBK Partners Group, Tsukui Kikaku, Mr.
Tsukui and the Company Group, although the share value of one (1) share of
the Company Shares will be 569 yen to 640 yen according to the average market
price method, 587 yen to 815 yen according to the comparable company
analysis method, and 710 yen to 941 yen according to the discounted cash flow
method, the Tender Offer Price is 924 yen and greater than the maximum valueof the valuation results according to the average market price method and thecomparable company analysis method, and in the top quartile of the valuation
results according to the DCF Method.
The Special Committee then received detailed explanations from Yamada
Consulting on the calculation methods that were used for the share valuation,
and as a result of considerations after a question-and-answer session with
Yamada Consulting and the Company regarding the selection of the valuation
method and the preconditions including the financial outlook based on the
Company’s business plan that will be the basis of the calculation, no
unreasonable points were recognized in light of general valuation practices.
In addition, the Tender Offer Price is the average price to which premiums of
44.38% (rounded to the nearest whole number; the same applies for thenumerical value of premiums for the share price (%)) for the closing value of
42 / 51

the Company Shares of 640 yen on the First Section of the Tokyo Stock
Exchange on February 5, 2021, which is the previous business day of theannouncement date of the Tender Offer, 61.82% for the simple average of theclosing prices of the Company Shares of 571 yen on the First Section of theTokyo Stock Exchange during the past one (1) month period until February 5,
2021, 62.39% for the simple average of the closing prices of the Company
Shares of 569 yen on the First Section of the Tokyo Stock Exchange during thepast three (3) month period until February 5, 2021, and 60.70% for the simple
average of the closing prices of the Company Shares of 575 yen on the First
Section of the Tokyo Stock Exchange during the past six (6) month period until
February 5, 2021, is added, and the level of such premium was confirmed to beat an advantageous level for the Company’s shareholders compared to theaverage premium level in similar cases for other companies.
(b) Fairness of Negotiation Process Procedures
As stated in “(iii) Fairness of Transaction Procedures,” the negotiation
process procedures regarding the Transaction including the Tender Offer can berecognized as fair. In addition, as stated in “(d) Discussion and Negotiation by
the Company” under “(iii) Fairness of Transaction Procedures,” through suchnegotiations, the price offered by the Tender Offeror was actually increased,
and the Tender Offer Price can be recognized to have been decided through suchnegotiation.
(c) Method for Conducting the Transaction
With respect to the method for conducting the Transaction, a scheme
combining the Tender Offer and the Acquiring Treasury Shares was proposedby MBK Partners Group, and the Company is reviewing such scheme, and it isconfirmed that (i) compared to a scheme where only a tender offer is made,Tsukui Kikaku is expected to be subject to the provision on the exclusion of
deemed dividends from gross profits set forth in the Corporation Tax Act withsuch scheme, and by making use of enjoying such tax benefits of Tsukui Kikaku,
and setting the tender office high and the treasury shares acquisition price low,
it will become possible to increase the amount that can be enjoyed by theminority shareholders of the Company, (ii) the Funding for Acquiring Treasury
Shares will be provided , and (iii) contract terms that are ordinarily set forth insimilar loan agreements are expected to be provided in the loan agreement
regarding the Funding for Acquiring Treasury Shares, compared to a scheme
where only a tender offer will be made.
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Therefore, the scheme of the Transaction is not expected to have especiallyadverse effects on the financial status of the Company, nor is it a prejudicial
scheme for not only the minority shareholders of the Company but also for theCompany.
Furthermore, in addition to the Tender Offer and the squeeze out procedures
thereafter in the scheme of the Transaction, since a lending to the Company andthe Acquiring Treasury Shares are scheduled, the timing of the completion of
making the Company a wholly-owned company will be delayed compared to ascheme where only a tender offer is made, however, in that regard, based on theadvantages of increasing the amounts that the minority shareholders of theCompany can enjoy due to the scheme of the Transaction, it can be thought thatthe determination it not an issue of special concern is not unreasonable.
Moreover, in the Transaction, if a reverse stock split is conducted after theTender Offer, it can be recognized that the sales price of the total number of thefractions arising from the reverse stock split will be calculated so that theamount of monies that will be delivered to the Company’s shareholders who
did not tender their shares in the Tender Offer (excluding the Tender Offeror,
the Company and Tsukui Kikaku) will be the same as the price of the Tender
Offer Price multiplied by the number of the Company Shares held by each suchshareholder will be explicitly stated in the press release.
(d) Types of Consideration
Considering that MBP Partners Group, which is a substantial Tender Offeror,
is a so-called investment fund, since the method whereby shares will beconsideration is fundamentally inconceivable, monies being the considerationof the Transaction would not be particularly unreasonable.
(e) Summary
Based on the above points, as a result of careful discussions and consideration,
the Special Committee came to the determination that the transaction terms areappropriate.
(iii) Fairness of the Procedures of the Transaction(a) Establishment of Special Committee
The Special Committee has been established from when the MBK Partners
Group proposed the Transaction to the Company and by being granted the rightto appoint advisors etc., the Company has respected the opinion of the Special
Committee to the fullest extent possible and if the Special Committee
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determines that the terms of the Transaction are inappropriate, a resolution to
not agree with the Tender Offer was made. Thus, there is no issue with respect
to the independence, structure such as expertise and attribution as well as
consideration framework of advisors of the Special Committee, etc.
(b) Review Method by the Company
From the perspective of ensuring the fairness of the tender offer price,eliminating arbitrariness in the decision-making process leading to the decision
to implement the Transaction, and avoiding conflicts of interest, the Company
has received advise and opinions from Yamada Consulting, the Company’s
financial advisor and third-party evaluation organization independent from anyof the Tender Offeror, the MBK Partners Group, Tsukui Kikaku, Mr. Tsukui and
the Company Group, and TMI Associates, the Company’s legal advisor; and theCompany carefully deliberated and discussed the appropriateness of thepurchasing terms and conditions of the Tender Offer such as the tender offer
price and the fairness of the series of procedures of the Transaction from theviewpoints of improving the Company's corporate value and, consequently, thecommon interests of shareholders, and providing the shareholders of theCompany with opportunities to sell shares on reasonable terms, in considering
the Transaction.
Also, it was confirmed that the Special Committee may also receive expert
advice from Yamada Consulting and TMI Associates when necessary and it isactually receiving advice and opinions from them.
(c) Company’s Acquisition of Share Valuation Report from Independent ThirdParty Valuation Organization
In expressing the Company’s opinion on the Tender Offer, the Company
requested Yamada Consulting to calculate the value of the Company Shares,
and acquired the Share Valuation Report as of February 5, 2021.
(d) Discussion and Negotiation by the Company
In line with the negotiating policy and advice presented by the Special
Committee, the Company has held several substantive discussions andnegotiations with the Tender Offeror to ensure the fairness of the tender offer
price from the viewpoint of protecting the interests of minority shareholders.
Specifically, the Company, through Yamada Consulting, made a total of 2
requests to Tender Offeror to raise the tender offer price and negotiated with theTender Offeror until the Tender Offeror finally expressed its intention not to be
45 / 51

able to raise the Tender Offer Price any further, based on the negotiation policy
and advice presented by the Special Committee.
As a result of raising the price offered by the Tender Offeror through thesenegotiations, the tender offer price was set at 924 yen per the Company Share.
(e) Non-involvement of Specially Interested Parties in the Negotiation andDecision-making Processes of the Transaction
Directors who consider and negotiate the Transaction on behalf of theCompany do not include persons who have a special interest in the Transaction,and there is no evidence to suggest that the Tender Offeror, MBK Partners
Group, or any other person who has a special interest in the Transaction exerted
an undue influence on the Company's side in the course of the discussion,consideration, and negotiation of the Transaction.
Mr. Tsukui, Representative Director of Tsukui Kikaku, refrained fromparticipating in the deliberations of all proposals in relation to consideration of
the Transaction at the Company’s Board of Directors meeting, and also
refrained from participating in the consideration of the Transaction or
discussions or negotiations with respect to the Transaction, with the Tender
Offeror on behalf of the Company.
(f) Condition of Majority of Minority
In the Tender Offer, as Tender Offeror intends to make the Company awholly-owned subsidiary, Tender Offeror sets the minimum number of shares
to be purchased as 29,316,000 shares (Ownership ratio: 41.08%). If the total
number of share certificates, etc. ("Tendered Share Certificates") tendered to
the Tender Offer is less than the minimum number of shares to be purchased,
Tender Offeror will not purchase all of the Tendered Share Certificates. As aresult, the Tender Offer cannot be made unless the majority of shareholders
other than Tsukui Kikaku and Mr. Tsukui, who are parties to the Tender Offer,subscribes, and the so-called "Majority of Minority” conditions are set.
(g) Securing Competing Purchase Opportunities(i) A Tender Offer Period of thirty (30) business days is set with respect to
the Tender Offer, which is longer than the minimum period of twenty (20)business days provided by relevant laws and regulations and (ii) the Tender
Offeror and the Company has not entered into any agreement that limits theopportunities for a competing offeror to have contact with the Company, suchas an agreement that includes deal protection provisions that prohibit the46 / 51

Company from having contact with a competing offeror; in addition to theabove Tender Offer Period being set, as opportunities of competing purchases
are secured, it can be said that consideration is given to ensuring the fairness of
the Tender Offer.
(h) Proper Information Disclosure
In the Transaction, it is expected that sufficient disclosure will be made in thetender offer notification to be submitted by the Tender Offeror and the press
release to be published by the Company regarding the reverse stock split andthe acquisition of treasury stock by Tsukui Kikaku, which are scheduled to takeplace after the completion of the Tender Offer.
As described in (ii) (c) above, if a reverse stock split is conducted after theTender Offer, it can be recognized that the sales price of the total number of thefractions arising from the reverse stock split will be calculated so that theamount of monies that will be delivered to the Company’s shareholders who
did not tender their shares in the Tender Offer (excluding the Tender Offeror,
the Company and Tsukui Kikaku) will be the same as the price of the Tender
Offer Price multiplied by the number of the Company Shares held by each suchshareholder will be explicitly stated in the press release. Therefore, it can besaid that appropriate measures to decrease the heavy pressure applied tosubscribe to the Tender Offer has been taken.
(i) Summary
Based on the above, the Special Committee carefully discussed andconsidered the matter and concluded that appropriate fairness security measures
had been taken for the Transaction and that the procedures for the Transaction
were fair.
（ⅳ）Whether the Transaction (including the content of the comment regarding theTender Offer) is Disadvantageous to Minority Shareholders
After careful consideration of the above (i) through (iii) and other matters, theBoard of Directors of the Company has concluded that the decision to implement
the Transaction will not be disadvantageous to the minority shareholders of theCompany. In other words, the Board of Directors of the Company has concluded
that (1) it expresses its opinion in support of Tender Offer and recommends that theshareholders of the Company to subscribe to the Tender Offer, (2) it decides toimplement the going private transaction after the Tender Offer by using the reverse
stock split, and (3) it is not disadvantageous to the minority shareholders of the
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Company even if the Company decides to acquire treasury shares from Tsukui
Kikaku after the said reverse stock split comes into effect.
(IV) Approval of All of Company’s Directors (Including Those Who are Audit andSupervisory Committee Members) Without Conflicts of Interest
The Company’s Board of Directors carefully discussed and considered theTransaction, from the perspective of enhancing the Company’s corporate value, theappropriateness of the various conditions associated with the Transaction, etc., basedon the details of the Share Valuation Report and legal advice received from TMI
Associates, respecting to the fullest extent the details of the Report provided by theSpecial Committee.
As a result, as stated in “(III) Decision-Making Process and Reasons Leading toCompany’s Approval of Tender Offer” under “(2) Grounds and Reasons for
Company’s Opinion on Tender Offer” above, the Company believes that theTransaction, including the Tender Offer, contribute to enhancing the Company’s
corporate value and that the Tender Offer Price is reasonable, and determined that thesaid Transaction would provide the Company’s shareholders with a reasonable
opportunity to sell their shares. The Company, at its Board of Directors meeting held
today, declared its support of the Tender Offer and resolved to recommend that theCompany’s shareholders tender their shares in the Tender Offer.
At the aforementioned Board of Directors meeting, the seven (7) directors (Mr.
Masaaki Koizumi, Mr Hiroshi Takabatake, Mr. Toshikazu Takajo, Ms. Chiaki
Kurihara, Mr. Naohito Miya, Mr. Masao Torikai and Mr. Kenji Yamada) of theCompany, comprising all of the eight (8) directors of the Company other than Mr.
Tsukui, resolved unanimously, after deliberation, to express the above opinion.
In addition, among the seven (7) directors who participated in the said Board of
Directors meeting, no officer has any conflicts of interest, such as concurrently
serving as an officer of Tsukui Kikaku, the Company’s largest and major shareholder.
It should be noted that, from the viewpoint of avoiding the risk of conflicts ofinterest and ensuring the fairness of the Transaction, among the eight (8) directors of
the Company, Mr. Tsukui, Representative Director of Tsukui Kikaku, refrained fromparticipating in the deliberations of all proposals in relation to consideration of theTransaction at the Company’s Board of Directors meeting, and also refrained fromparticipating in the consideration of the Transaction or discussions or negotiations
with respect to the Transaction, with the Tender Offeror on behalf of the Company.
(V) Measures to Secure Purchase Opportunities from Other Tender Candidates
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As is described in “(II) Background, Purpose and Decision-Making Process
Leading to Decision by Tender Offeror to Implement Tender Offer and Management
Policy After Tender Offer and Transaction “ under “(2) Grounds and Reasons for
Company’s Opinion on Tender Offer” above, Tsukui Kikaku conducted abiddingprocess whereby they consulted with multiple tender candidates abouttransferring all of the Company Shares held thereby, and selected the Tender Offeror
as the final tender candidate by comparing it to the several other tender candidates
under certain competitive conditions. Therefore, while it is believed that adequate
opportunities were provided for tender offers for the Company Shares by entities
other than the Tender Offeror, the Tender Offeror has set a tender offer period of thirty(30) business days, which is longer than the minimum period of twenty (20) businessdays provided by relevant laws and regulations. According to the Tender Offeror, bysetting such a comparatively long tender offer period, it intends to provide anappropriate opportunity to allow the Company’s shareholders to decide whether totender their shares into the Tender Offer, and at the same time, to ensure opportunities
for a tender candidate other than the Tender Offeror to make an offer, etc., and toensure the appropriateness of the Tender Offer Price.
The Company has not entered into any agreement with the Tender Offeror that
limits the opportunities for a competing offeror to have contact with the Company,
such as an agreement that includes deal protection provisions that prohibit theCompany from having contact with a competing offeror, and also plans to ensure thefairness of the Tender Offer by setting the tender offer period described above and by
ensuring opportunities for competitive tender offers, etc.
4.

Material Agreement Concerning the Tender Offer
As is stated in “(I) Overview of the Tender Offer” under “(2) Grounds and Reasons for
Company’s Opinion on Tender Offer” under “3. Details of and Grounds and Reasons for
Company’s Opinion on Tender Offer” above, In implementing the Tender Offer, the Tender
Offeror has entered into the Agreement with Tsukui Kikaku and Mr. Tsukui as of today, andagreed not to tender into the Tender Offer with respect to the Non-tendered Shares owned by
Tsukui Kikaku (18,256,000 shares; ownership ratio: 25.58%) and to tender into the Tender
Offer with respect to the Tendered Shares owned by Mr. Tsukui (686,800 shares; ownership
ratio: 0.96%).
In the Agreement, with respect to the Transaction, it has been agreed that: (a) the Tender
Offeror would implement the Tender Offer and Mr. Tsukui would tender the Tender Offer
Shares in the Tender Offer; (b) the Tender Offeror and Tsukui Kikaku would, subject to thecompletion of the settlement of the Tender Offer, cause the Company to hold a shareholders’
49 / 51

meeting wherein the resolution on the Share Consolidation would be resolved and to vote infavor of the resolution on the Share Consolidation; (c) after the Share Consolidation comes
into effect, the Tender Offeror and Tsukui Kikaku would cause the Company to acquire by
the Acquiring Treasury Shares all of the Company Shares owned by Tsukui Kikaku
immediately after the Share Consolidation comes into effect for 13.7 billion yen in total(provided, however, that any fractional shares resulting with respect to the Non-tendered
Shares from the Share Consolidation shall serve as the amount from which the amount paid
to Tsukui Kikaku in consideration of the relevant fractional shares is deducted), and Tsukui
Kikaku would assign to the Company all of the relevant Company Shares for the relevant
amount. If a Major Shareholder exists, or when there is a reasonable possibility that the Major
Shareholder will appear before the effective date of the Share Consolidation, then, after thecompletion of the settlement of the Tender Offer and if a request is made by the Tender
Offeror, Tsukui Kikaku and the Tender Offeror have agreed that, in lieu of the procedures for
the Share Consolidation and the Acquiring Treasury Shares, they will take actions necessary
for the Share Consolidation of the Company Shares, which is intended to consolidate theshareholders of the Company as the sole Tender Offeror.
In addition, in the Agreement, Tsukui Kikaku has agreed: (a) except in the case of theAcquiring Treasury Shares, not to assign, provide as collateral, provide or otherwise disposeof any of the Non-tendered Shares (including the tendering in the Tender Offer), and not toagree, orally or in writing, on any disposal; (b) with respect to any transaction and otherrelated acts that may be in competition with, or conflict with, the Transaction, or may makethe Transaction difficult to implement (the “Competitive Transaction”) between anyone otherthan the Tender Offeror and Mr. Tsukui, not to: (i) provide information necessary fordiscussions and deliberations; (ii) offer, solicit an offer, request or solicit; (iii) discuss,deliberate, negotiate, agree on, implement or otherwise conduct any and all acts which may
contradict or conflict with the Transaction (excluding, however, in the case where Tsukui
Kikaku, Mr. Tsukui or the Company receives a proposal of the Competitive Transaction froma third party, sharing such proposal between themselves, exchanging information between
themselves and mutually discussing and deliberating on such proposal in order to achieve
the purpose of the transaction); and (c) if a proposal on the Competitive Transaction isreceived from anyone other than the Tender Offeror, to promptly notify the Tender Offerorof the proposal and to discuss the response to the proposal.
5.

Details of Provision of Benefits by Tender Offeror or its Special Related Parties
Not applicable.

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6.

Response Policies in Terms of Basic Policies on Control of Companies
Not applicable.

7.

Questions to Tender Offeror
Not applicable.

8.

Request for Extension of Tender Offer Period
Not applicable.

9.

Future Prospects
See “(II) Background, Purpose and Decision-Making Process Leading to Decision by
Tender Offeror to Implement Tender Offer and Management Policy After Tender Offer andTransaction,” and “(III) Decision-Making Process and Reasons Leading to Company’s
Approval of Tender Offer” under “(2) Grounds and Reasons for Company’s Opinion on
Tender Offer,” “(4) Possibility of Delisting and Reasons Therefor” and “(5) Post-Tender
Offer Reorganization Policy (Matters Regarding a So-Called “Two-Step Acquisition”)”
under “3. Details of and Grounds and Reasons for Company’s Opinion on Tender Offer”
above.

10. Other Information
At the Company’s Board of Directors meeting held today, the Company resolved not to
pay year-end dividends for the fiscal year ending 2021, revising its dividend forecast for the
fiscal year ending 2021, which was announced on October 5,2020, and to abolish theshareholder special benefit plan from the fiscal year ending March 31, 2021, subject to thesuccessful completion of the Tender Offer. For more details, please see the “NoticeConcerning Revision of Dividend Forecast for Fiscal Year Ending March 2021 (NonPayment of Dividends) and Abolition of Shareholder Special Benefit Plan” published today
by the Company.
(Reference) “Notice Concerning Commencement of Tender Offer for the Shares of Tsukui
Holdings Corporation (Code. 2398) by MBKP Life LLC” dated today (as attached)End

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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 of
Tsukui 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. The
Tender 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 Company
Shares (excluding, however, the Target Company Shares owned by the Tender Offeror, the Non-tendered Shares (as defined
below; 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 its
services. 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., Komeda
Co., 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 the
medium 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 of
securing 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 Tender
Offeror 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 number
of 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 “Target
Company’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 in
Article 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)

Name

Tsukui 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 of

Corporation Limited, Tokyo branch, Custody Business

September 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)

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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 ofpurchasedshares 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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