August 5, 2019

For Immediate Release

Real Estate Investment Trust:
MIRAI Corporation
Michio Suganuma, Executive Director(Securities Code: 3476)
Asset Management Company:
Mitsui Bussan & IDERA Partners Co., Ltd.
Michio Suganuma, Representative Director, President
Contact: Shosaku Ikeda, Executive Director, CFO
TEL: +81-3-6632-5950
Real Estate Investment Trust:
Sakura Sogo REIT Investment Corporation
Makoto Muranaka, Executive Director(Securities Code: 3473)
Asset Management Company:
Sakura Real Estate Funds Management, Inc.
Makoto Muranaka, Representative Director and President
Contact: Mayumi Kobiki, Chief Financial Officer
TEL: +81-3-6272-6608

Notice Concerning Execution of Merger Agreementby and between MIRAI Corporation and Sakura Sogo REIT Investment Corporation
MIRAI Corporation (hereinafter “MIRAI”) and Sakura Sogo REIT Investment Corporation (hereinafter “SAKURA”)
announce that, pursuant to the Memorandum of Understanding regarding the merger (hereinafter the “MOU”) enteredinto by and between MIRAI and SAKURA, which was announced in “Notice Concerning Execution of Memorandum ofUnderstanding regarding Merger of MIRAI Corporation and Sakura Sogo REIT Investment Corporation” dated July 19,
2019, they resolved at the respective board of directors meetings held today to implement an absorption-type merger, withMIRAI as the surviving corporation and SAKURA as the absorbed corporation (hereinafter the “Merger”) with theeffective date being November 1, 2019, and that MIRAI and SAKURA have entered into a merger agreement (hereinafter
the “Merger Agreement”) dated today, as follows.
To unitholders in the United States:
This exchange offer or business combination is made for the securities of a foreign company. The offer is subject
to disclosure requirements of a foreign country that are different from those of the United States. Financial
statements included in the document, if any, have been prepared in accordance with foreign accounting standards
that may not be comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities
laws, since the issuer is located in a foreign country, and some or all of its officers may be residents of a foreigncountry. You may not be able to sue a foreign company or its officers in a foreign court for violations of the U.S.
securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S.
court’s judgment.
You should be aware that the issuer may purchase securities otherwise than under the exchange offer, such as inopen market or privately negotiated purchases.

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1.

Purpose of Merger
MIRAI and SAKURA, through asset management companies of each (Mitsui Bussan & IDERA Partners Co., Ltd.
(hereinafter “MIP”) and Sakura Real Estate Funds Management, Inc. (hereinafter “SREFM”)) have been discussing
in good faith measures to maximize unitholder value for both MIRAI and SAKURA. As a result of such discussions,
MIRAI and SAKURA entered into the MOU having concluded that the Merger will have various synergetic effects(for details of the various synergetic effect, please refer to “2. Significance and Effect of Merger, (1) Major Synergies
of Merger” below).
After the execution of the MOU, MIRAI and SAKURA continued discussions regarding the merger ratio, impact
on the performance forecast and the growth strategy after the Merger, and determined that the Merger is the best
measure to maximize unitholder value for both MIRAI and SAKURA as stated in “2. Significance and Effect ofMerger” below. Therefore, MIRAI and SAKURA entered into the Merger Agreement today.
MIRAI and SAKURA recognize that the Merger leads to strengthening of the governance for further developmentof the J-REIT industry. MIRAI and SAKURA encourage unitholders to exercise their voting rights in favor of the
Merger after consideration of the rationale and benefits of the Merger.
For details of the background of the merger, please refer to “2. Background of MOU” of “Notice Concerning
Execution of Memorandum of Understanding regarding Merger of MIRAI Corporation and Sakura Sogo REIT
Investment Corporation” dated July 19, 2019.

2.

Significance and Effect of Merger(1) Major Synergies of Merger
MIRAI and SAKURA confirm that both parties aim to realize the following synergies through integration of
the real estate portfolio of MIRAI and SAKURA and the sponsor support after the Merger. MIRAI andSAKURA recognize the rationale and benefits for the Merger as stated in “2. Background of MOU” of “NoticeConcerning Execution of Memorandum of Understanding regarding Merger of MIRAI Corporation and Sakura
Sogo REIT Investment Corporation” dated July 19, 2019, and believe that the synergetic effect of the Merger
will lead to medium to long term growth.
<Major Synergetic Effect of Merger>(i) Improvement of the management cost efficiency(ii) Enhancement of the profitability and the distribution per unit(iii) Increase in aggregate market capitalization and liquidity of units(iv) Improvement in diversification of assets and tenants(v) Improvement in the growth prospect and reduction of the cost of capital(2) Significance of Merger
MIRAI and SAKURA believe that the Merger has the following significance.
(i)

Provision of viable option to improve unitholder value for both MIRAI and SAKURA unitholders
MIRAI and SAKURA believe that the Merger will provide SAKURA unitholders with the opportunity
to make a choice by presenting a tangible option compared to the proposal made by Star Asia Group andwill provide unitholders with enhanced growth opportunities. The Merger realizes improvement in
profitability and raises the level of the distribution per unit (“DPU”), and MIRAI after the Merger aims
for continuous growth based on the investment policy of MIRAI.

(ii) Pursuit of growth opportunities that take into account the unitholders’ interests through strong
sponsorship support by Mitsui & Co. Group and IDERA Capital, and well-experienced management
MIRAI and SAKURA have confirmed and agreed that MIP will act as the asset manager of theinvestment corporation after the Merger, and that SRFEM and the Galileo Group, sponsor of SREFM will
withdraw from the asset management of the investment corporation after the Merger. The sponsors of theinvestment corporation after the Merger will be Mitsui & Co. Asset Management Holdings, which is awholly-owned subsidiary of Mitsui & Co., LTD. (established in July 1947, listed on Tokyo Stock
Exchange 1st section, business results for the fiscal year ended March 31, 2019: consolidated revenue
6,957.5 billion yen, net income 414.2 billion yen, consolidated total assets 11,945.7 billion yen) and
IDERA Capital Management Ltd. MIP and the sponsors after the Merger aim to improve the unitholder
value over the medium to long term through a strong financial base and governance system that gives
consideration to provide maximization of unitholders’ interests.
(iii)

Creation of a high-quality, diversified REIT focusing on office buildings in the Tokyo area
The portfolio of the investment corporation after the Merger consist of 47.3% of Tokyo area offices(Note), benefiting from stability and growth potential focusing on Tokyo area office which is stable insupply and demand and is expected to deliver high profitability in the future. In addition, due to theprogress in portfolio diversification, it is expected to reduce the risk of property concentration and2

improve stability by diversifying asset types and tenants, with the top three property ratio (acquisition
price basis) of 26.9% and the top 10 tenant contract ratio (rent basis) of 35.2 %.

(Note) Because MIRAI as an acquisition corporation will acquire SAKURA assets at market value by purchase method, the asset
size after the Merger (based on the acquisition price) and ratio is calculated with the following formula. It also applies to the asset
size after the Merger (based on the acquisition price) and ratio hereinafter.
Total acquisition price of assets held by MIRAI as of the end of July 2019 + Total appraisal value held by SAKURA as of the endof the fiscal period ended December 2018 + Appraisal value of properties acquired by SAKURA for the fiscal period ended June
2019(iv) Improvement of market presence by expanding asset size and improving liquidity through the Merger
The asset size of the investment corporation after the Merger is expected to be 204.0 billion yen in total
consisting of 47 assets. MIRAI and SAKURA believe that, rising above a small and medium-sized
diversified J-REIT listed in and after 2016, its market presence in the REIT market improves. Its liquidity
improves due to an increase in its market capitalization, it can be expected to be listed into global indicesand to expand demand from institutional investors in the future, as well as the effect of declining in capitalcosts and to further improve in its future growth outlook. For the details, please refer to “page 15 ofSupplementary Material” announced today.
(3) Effect of Merger
MIRAI and SAKURA expect that the Merger has the following four effects. The Merger represents SAKURA’s
judgment that it will be the best way to maximize unitholder value among several proposals. MIRAI andSAKURA believe the Merger is a tangible solution to all the issues in relation to the management of SAKURA
raised by Lion Partners Godo Kaisha (hereinafter "Lion Partners") in the Star Asia Group’s proposal. Because
the Merger resolves all the issues raised by Lion Partners, the reason for Lion Partners’ proposal to merge withStar Asia Investment Corporation is only for their own interest of Star Asia Group. MIRAI and SAKURA
believe that Lion Partners’ proposal has lost its significance to the unitholders of SAKURA. MIRAI andSAKURA believe that the Merger can realize the improvement of unitholder value, which exceed theimprovement, if any, through the merger with Star Asia Investment Corporation. For details, please refer to“page 4 of Supplementary Material” announced today.
(i)Growth of the Distribution Per Unit (DPU)MIRAI’s DPU after the Merger will be 1,600 yen for the Fiscal Period Ending April 2020 (or equivalent
to 2,672 yen for one SAKURA unit before the Merger) and 1,640, for the Fiscal Period Ending October
2020 (or equivalent to 2,738 yen for one SAKURA unit before the Merger). This is a significant increaseof +1.9% and +4.5%, respectively, to forecast DPU of 1,570 yen for the Fiscal Period Ending April 2020of MIRAI before the Merger and +10.1%, and +12.8%, respectively, to forecast DPU of 2,427 yen for the
Fiscal Period Ending December 2019 of SAKURA before the Merger. Star Asia Group sets the short-termtarget of approximately 100 yen increase (+4.1%) from 2,427 yen DPU of SAKURA for the Fiscal PeriodEnding December 2019 (Note), and the increase of forecast DPU for the Fiscal Period Ending April 2020
and the Fiscal Period Ending October 2020 after the Merger exceed the Star Asia Group’s proposal.
Regarding the details of the performance forecast after the Merger, please refer to “Notice Concerning
the Forecast of Operating Results and Distributions Subsequent to the Merger of MIRAI Corporation and
Sakura Sogo REIT Investment Corporation for the Fiscal Periods Ending April 30, 2020 and October 31,
2020” announced by both MIRAI and SAKURA today.

(Note) This description is based on "Supplementary Explanatory Material Regarding Today’s Timely Disclosure (1)" announced byStar Asia Investment Corporation on May 10, 2019.

(ii) Expansion of Asset Size
As stated in “(2) Significance of Merger”, the asset size after the Merger will exceed 200 billion yen andit greatly exceeds the assuming asset size of 163.2 billion yen (Note1) in case of the merger with Star
Asia. As the market capitalization also reaches a level that is anticipated to facilitate incorporation to
global REIT indices. Taking into consideration that MIRAI already has an A+ issuer credit rating before
the Merger together, the Merger is much superior in respect to expected expansion in demand frominstitutional investors. MIRAI has increased its asset size from 100.7 billion yen as at its listing in
December 2016 to 145.0 billion yen as of the end of the Fiscal Period ended April 2019, and theinvestment corporation after the Merger will aim new medium-term target of 300 billion yen with further
external growth.

(Note 1) Calculated by the following formula:
Total acquisition price of assets held by Star Asia Investment Corporation as of the end of the fiscal period ended January
2019 (Note 2) + Total appraisal value of assets held by SAKURA as of the end of the fiscal period ended December 2018
+ Appraisal value of properties acquired by SAKURA for the fiscal period ended June 2019
(Note 2) The acquisition prices of Star Asia Investment Corporation do not include the acquisition prices of other assets undermanagement (mezzanine loan investment and equity in silent partnership (Tokumei Kumiai shusshi)) and Amusement
Media Gakuin Shinkan (acquisition price: 1,020 million yen), which was acquired on February 1, 2019.

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(iii) Cost Efficiency
Though SAKURA before the Merger was not necessarily operated with low financial cost, as shownin the average interest rate of 0.83%, the average interest rate after the Merger is expected to decline
to 0.59%. MIRAI’s average interest rate of 0.53% and average borrowing period of 7.2 years isrespectively lower and longer than Star Asia Investment Corporation’s average interest rate of 0.63%
and average borrowing period of 4.0 years (Note). MIRAI will seek to further strengthen its financialbase with promoting cost reduction at refinancing and lengthen the average loan maturity backed by
the credit of Mitsui & Co. Group. In addition, regarding Japan Credit Rating Agency, Ltd. (JCR)
issuer rating of A+ (positive) which the MIRAI before the Merger is assigned, it aims to obtain AArating in the next JCR review scheduled around January 2020, which could further lower the debt
cost. Investor classes are also expected to be expanded and the equity cost will be lower by being
included in the J-REIT investment target of Bank of Japan if certain conditions are satisfied. In Star
Asia Group’s proposal it plans to reduce the management cost including reduction of asset
management fees, however, the Merger expects to deliver savings in management expenses,
reduction in the cost of capital from both debt and equity side which will increase the unit price.
MIRAI and SAKURA believe that these benefits will maximize unitholders value and realize morevalue than the cost reductions proposed by Star Asia.
MIRAI and SAKURA will manage portfolio based on the efficient MIRAI’s management policy
after the Merger and reduce the asset management cost by utilizing the support by Mitsui & Co.
Group and IDERA Capital and the unique knowhow of MIP, as its asset manager.

(Note) This description is based on "Supplementary Explanatory Material Regarding Today’s Timely Disclosure (1)" announced byStar Asia Investment Corporation on May 10, 2019.

(iv) Governance System for maximizing Unitholder’s Interest
As stated in “(2) Significance of Merger”, the investment corporation after the Merger will be managed
by MIP based on the disciplined governance standard of Mitsui & Co. Group. MIP has working based on“REIT oriented business operation policy”, such as disclosing the actual amount of the asset management
fee per each item and will work to realize the improvement of mid- to long-term unitholder value underthe management system which emphasizes on maximizing unitholders’ interest, and the governancesystem with conscious on clarification of cost bearing.

4

3.

Summary of Merger
In the Merger Agreement, MIRAI and SAKURA confirmed and agreed as follows regarding the schedule of, method
for and allocation of units upon, the Merger.
(1) Schedule of Merger
Public Notice on Record Date for the
General Meeting of Unitholders
Record Date for the General Meetingof Unitholders
Board of Directors Meeting toApprove Merger Agreement
Execution Date of Merger Agreement
Date of the General Meeting ofUnitholders
Date of Delisting
Effective Date of Merger
Registry Date of Merger

MIRAI

SAKURA

July 10, 2019

June 29, 2019

July 25, 2019

June 30, 2019
August 5, 2019

September 10, 2019-

August 30, 2019

October 30, 2019 (Scheduled)
November 1, 2019 (Scheduled)
Early November 2019 (Scheduled)(2) Method for Merger
The Merger will be an absorption-type merger with MIRAI as the surviving corporation and SAKURA as theabsorbed corporation, and SAKURA will be dissolved upon the Merger.
(3) Allocation of Units upon Merger

Ratio of Allotment

MIRAI(surviving corporation)
1

SAKURA(absorbed corporation)
1.67(Note1) Number of investment units of MIRAI to be issued as a result of the Merger: 556,111 units (planned).
(Note 2) Fractions of less than one unit will be generated for the number of investment units to be allotted to the unitholders of SAKURA
through the allotment of 1.67 units of MIRAI per unit of SAKURA. These fractional units will be sold through a market
transaction in accordance with statutory provisions, and the proceeds from the sale will be delivered to the unitholders who areallocated fractions, in proportion to the size of their fractional units to be allocated.
(Note 3) In addition to the above investment units, instead of cash distributions to the unitholders of SAKURA for SAKURA’s fiscal
period from July 1, 2019 to October 31, 2019, MIRAI will, within a reasonable period after the effective date of the Merger,
make a payment on the Merger to the unitholders listed or recorded on the final unitholders register of SAKURA as of the day
immediately prior to the effective date of the Merger (excluding the unitholders of SAKURA who have demanded the purchaseof their investment units pursuant to the provisions of Article 149-3 of the Act on Investment Trusts and Investment
Corporations (Act No. 198 of 1951, as amended; hereinafter the “Investment Trust Act”)) (hereinafter the “Allotted
Unitholders”) or the registered pledgees of investment units held by Allotted Unitholders, in an amount equivalent to the cash
distributions for the above mentioned fiscal period (the payment will be the amount of distributable profit of SAKURA as ofthe day immediately prior to the effective date of the Merger divided by the number of investment units that is obtained bydeducting (a) the number of investment units held by the unitholders other than the Allotted Unitholders of SAKURA from (b)the total number of investment units issued and outstanding of SAKURA, as of the day immediately prior to the effective dateof the Merger (such calculated amount being rounded down to the nearest whole yen)). The details will be announced once they
are determined.

(4) Amendment to Articles of Incorporation of Surviving Corporation
The Articles of Incorporation of the surviving corporation will not be amended.
(5) Major Conditions Precedent Relating to Merger
The Merger will become effective on the condition that following conditions and other conditions set forth in
the Merger Agreement are fulfilled on the day immediately prior to the effective date of the Merger, and, if
any of such conditions are unfulfilled or if it becomes clear that any of such conditions will not be fulfilled by
the day immediately prior to the effective date of the Merger (in either case, excluding cases due to a breach,defect, problem or the like attributable to the terminating party or its related person), MIRAI and SAKURA
may terminate the Merger Agreement upon written notice to the other party prior to the effective date of the
Merger without owing any liability or obligation to pay to the other party (excluding liability and obligation to
pay in the event of a breach of the Merger Agreement by the terminating party).
▪ It has been confirmed in a manner and substance reasonably satisfactory to MIRAI and SAKURA that thefiling of a registration statement on Form F-4 is not required for the Merger under the U.S. securities laws.
▪ SAKURA and the asset management company of SAKURA have agreed to terminate, as of the effective
date of the Merger, the asset management agreement executed between SAKURA and the asset
management company of SAKURA, with the contents that MIRAI is reasonably satisfied.
▪ Approval at each of the general meeting of unitholders of MIRAI and SAKURA has been obtained, andother procedures pursuant to applicable laws and regulations and obtaining permits and approvals as

5

▪
▪

▪

▪

▪
▪
4.

required to implement the Merger or the matters contemplated in connection with the Merger have been
completed.
With respect to SAKURA’s loans whose repayment date will expire from and including the date of
execution of the Merger Agreement to the effective date of the Merger, refinance by loans whose repayment
dates, interest rates, and other conditions are reasonably satisfactory to MIRAI shall have been completed.
Final consent has been obtained from all of the financial institutions that have been providing loans to
MIRAI or SAKURA, regarding the implementation of the Merger and the basic terms and conditions forthe lending on and after the effective date of the Merger (with respect to loan agreements, including themeasures for the prevention of the occurrence of breaches of financial covenants, breaches of othercovenants and acceleration event attributable to MIRAI after the Merger), and such consent has not been
withdrawn by any of such financial institutions.
Approval from the other parties from whom MIRAI and SAKURA should obtain an approval regarding theimplementation of the Merger in compliance with contracts, etc. (except (i) financial institutions prescribedabove and (ii) the parties with whom MIRAI and SAKURA have consulted and agreed that there is little
importance to maintain relevant agreement, etc. for operation of the surviving corporation after the Merger)
has been obtained.
There has been no breach (excluding minor breach) of contractual obligations (including the Merger
Agreement) or any default in monetary obligations (including tax due and payable) (however, excluding
minor breach), as to MIRAI and SAKURA. In addition, there has been no occurrence of acceleration
event (including any event that shall fall in an event of default as a result of notice, the passage of time, orboth), suspension of payment, inability to pay debts, or commencement of or filing of petition forbankruptcy, special liquidation, civil rehabilitation, other applicable legal insolvency procedures, orprocedures for private arrangement such as Turnaround ADR as to MIRAI and SAKURA.
None of MIRAI, MIP or SAKURA has received administrative sanction such as deletion of the registration,suspension of business in whole or in part, or other administrative sanction that would cause material
hindrance or material adverse effects to implement the Merger from the regulatory agencies.
Other than the above, there exist no events that are reasonably considered to be a material obstruction or
issue for the realization of the Merger.

Grounds for Calculation of Merger Ratio(1) Basis of Calculation
For the purpose of calculating the merger ratio to be adopted in the Merger, in view of ensuring fairness, MIRAIand SAKURA respectively appointed each financial advisor for the Merger and requested each financial
advisor to perform a financial analysis of the merger ratio. MIRAI appointed Mitsubishi UFJ Morgan Stanley
Securities Co., Ltd. (“Mitsubishi UFJ Morgan Stanley Securities”), and SAKURA appointed SMBC Nikko
Securities Inc. (“SMBC Nikko Securities”).
Mitsubishi UFJ Morgan Stanley Securities performed its analysis of the merger ratio for each of MIRAI andSAKURA, comprehensively taking into consideration the analysis results based on (i) historical unit priceanalysis as a method of analysis based on the investment unit price formed in the securities market, as
investment units of MIRAI and SAKURA are listed on the TSE, (ii) comparable trading multiple analysis as amethod of analysis based on the investment unit value of other listed investment corporations conducting
business similar to that of MIRAI and SAKURA, (iii) DCF Analysis as a primary method of analysis ofinvestment unit value based on the mid-to-long term future business activities of MIRAI and SAKURA, and(iv) the net asset value approach as a method of static analysis of investment unit value, which reflects themarket value of assets held by MIRAI and SAKURA. A summary of the analysis performed by Mitsubishi UFJ
Morgan Stanley Securities is as follows.
Financial Analysis Approach
MIRAI
SAKURA
Historical Unit Price Analysis
11.63 – 1.89
Comparable Trading Multiple Analysis
11.52 – 1.89
DCF Analysis
11.54 – 1.75
Net Asset Value Approach
1
2.05
Concerning the historical unit price analysis, taking into account the recent market trading trends of theinvestment units of MIRAI and SAKURA, the financial analysis date was set on August 2, 2019 and the merger
ratio was analyzed based on the closing prices for one-month, three-month, and six-month periods up to thefinancial analysis date. Please refer to Note 1 at the end of this press release for more detailed information
regarding the assumptions and disclaimers for the analyses of Mitsubishi UFJ Morgan Stanley Securities.
In the future profit plan of MIRAI and SAKURA which Mitsubishi UFJ Morgan Stanley Securities referred toas the basis for the DCF Analysis, there is no fiscal period in which a considerable increase or decrease inprofits is expected.

6

SMBC Nikko Securities has determined to adopt four individual valuation methods to calculate the merger
ratio based on its own analyses on financial and business information about MIRAI and SAKURA and terms
and conditions of this merger. SMBC Nikko Securities conducted the historical unit price analysis given thefact that market price of the units of MIRAI and SAKURA are available as they are both listed on the Tokyo
Stock Exchange. SMBC Nikko Securities also conducted comparable trading multiple analysis since it isfeasible to analogically assess the unitholders’ value given that there are multiple comparable REITs to eachof MIRAI and SAKURA. SMBC Nikko Securities ran the dividend discount model analysis (“DDM”) to
factor in the projected dividends to be payable in the future. SMBC Nikko Securities also ran the adjusted net
asset value analysis reflecting the fair value of the property assets owned by MIRAI and SAKURA on thebook value of their respective net asset.
The table below summarizes ranges of the merger ratio per each analysis which represents how many of
MIRAI’s units are assigned to every SAKURA’s unit. For the historical unit price analysis, SMBC Nikko
Securities used the simple arithmetic average of the closing prices for 1 month, 3 months and 6 months
ending on the valuation reference as of August 2, 2019. For the details of the assumptions and disclaimers,
please refer to (Note 2) at the end of this press release.
It is noted that there are no such periods when either MIRAI or SAKURA records significant movement intheir respective profit during the projection period for DDM.
Valuation Methodology
MIRAI
SAKURA
Historical Unit Price Analysis
11.71 - 1.78
Comparable Trading Multiple Analysis
11.31 - 2.02
Dividend Discount Model Analysis
11.24 - 2.58
Adjusted Net Asset Value Analysis
1
2.06(2) Background of Calculation
After comprehensively taking into account the financial results, status of assets and liabilities, future prospectsof the business, synergies to be created by the Merger and the results of the financial analysis conducted by
Mitsubishi UFJ Morgan Stanley Securities and SMBC Nikko Securities, the financial advisors for MIRAI andSAKURA, and discussing and negotiating meticulously, MIRAI and SAKURA executed the Merger
Agreement, as they determined the above mentioned merger ratio to be appropriate.
Considering that the investment unit price of SAKURA has risen significantly in response to requests forconvocation of the general unitholders meeting by Lion Partners, the Star Asia Group's proposal for the merger
with Star Asia Investment Corporation, and the announcement of the MOU on the Merger with MIRAI, thecomparison of investment unit price has been carefully discussed and examined. As stated above in "2.
Significance and Effects of Merger," SAKURA unitholders are expected to receive distributions per unit after
the Merger by more than 10% compared to that before the merger. In addition to such factors, considering thesynergies expected over the medium to long term through the expansion of asset size, strong sponsorship andsupport system and other merits of the Merger, MIRAI and SAKURA have determined that the above merger
ratio is appropriate after negotiating in good faith and an arms-length basis. The theoretical investment unit
price of ¥94,856 (Note 1) for SAKURA taking into account the above merger ratio is at a premium of 3.8%,
5.6%, and 9.0% (Note 2), respectively on the average closing prices of investment units for one, three, and six
months, respectively prior to July 4, 2019, when it was announced that SAKURA was considering a merger
with MIRAI. In addition, the implied value for Sakura units exceeds the highest trading price on any single dayfrom May 10, 2019, the day Star Asia Group announced its proposal, up to 3 July 2019. For the details of thetheoretical investment unit price for SAKURA taking into account the above merger ratio and the transition of
the actual unit price, please refer to “page 8 of Supplementary Material” announced today.
(Note 1) This figure is calculated by the closing price of the investment units of MIRAI on August 2, 2019 multiplied by the merger ratio.
(Note 2) Figures are calculated using simple averages of closing prices for the period from June 4, 2019 to July 3, 2019, from April 4,2019 to July 3, 2019, and from January 4, 2019 to July 3, 2019, respectively.

(3) Relationship with Financial Advisors
Neither Mitsubishi UFJ Morgan Stanley Securities nor SMBC Nikko Securities falls under the definition of an“Affiliated Party” of MIRAI or SAKURA as set forth in Article 67, Paragraph 4 of the Ordinance Regarding
Calculation of the Investment Corporation (Cabinet Ordinance No. 47 of 2006, as amended) and has no
significant interest to note in connection with the Merger.
(4) Prospect of Delisting and Reasons Thereof
The Merger is expected to be an absorption-type merger, whereby MIRAI is the surviving corporation and
SAKURA is dissolved in accordance with Article 143 of the Act Concerning Investment Trusts and Investment
Corporations, and the investment units issued by SAKURA are expected to be delisted on October 30, 2019,7

two trading days prior to the effective date of the Merger, in accordance with the criteria for delisting set out
by the Tokyo Stock Exchange, Inc. In exchange for the Merger, the unitholders of SAKURA will be allotted
MIRAI investment units in proportion to the number of investment units they hold and thereby own MIRAI
investment units, and MIRAI investment units are already listed on Tokyo Stock Exchange and will continue
to be tradable on Tokyo Stock Exchange.
(5) Measures to Support the Fairness(i) Measures to Secure Fairness in the Course of Considering Pros and Cons of Merger and Merger Ratio
In the course of their consideration of the Merger, MIRAI and SAKURA has reported on a timely manneras to the status of the considerations to their respective Board of Directors, with each board being
composed of the respective investment corporation’s executive director and its two supervisory directors,
whose independence from the asset management companies is secured pursuant to the Act on Investment
Trusts and Investment Corporations, and the respective Board of Directors has deliberated and resolved
at their respective meeting with regard to material matters. Further, Makoto Muranaka, the executive
director of SAKURA, does not have any special interests in MIRAI and its related parties. However, inrespect of ensuring fairness, he did not participate in the discussion and resolution of such Board of
Directors, because the agenda to approve the Merger with MIRAI is contradicting the proposal by Star
Asia Group which proposes his dismissal.
Furthermore, MIRAI has appointed SHIBATA, SUZUKI & NAKADA and SAKURA has appointed
Nagashima Ohno & Tsunematsu, as each legal advisor for the Merger, and MIRAI and SAKURA haverespectively received advice on matters including the procedures for the Merger, the method andprocedures for making decisions.
(ii) Measures to Secure Fairness in Calculation of Merger Ratio
As described in items (1) through (3) above, MIRAI and SAKURA requested their respective financial
advisors to conduct a financial analysis regarding the merger ratio. In determining the appropriate merger
ratio, MIRAI and SAKURA considered various factors including the financial analyses conducted bytheir respective financial advisors.
In order to ensure the fairness of the Merger, MIRAI has retained Mitsubishi UFJ Morgan Stanley
Securities, which is an independent third-party financial advisor, for its unitholders, and obtained a reportof merger ratio analysis, in which analyses of allotment of units in the Merger were conducted from afinancial viewpoint under certain assumptions. Given the above, the board of directors of MIRAI has
determined that measures for ensuring the fairness of the Merger were adequately implemented.
In order to ensure the fairness of the Merger, SAKURA has retained SMBC Nikko Securities, which isan independent third-party financial advisor, for its unitholders, and obtained a report of merger ratio
analysis, in which analyses of allotment of units in the Merger were conducted from a financial viewpoint
under certain assumptions. Given the above, the board of directors of SAKURA has determined thatmeasures for ensuring the fairness of the Merger were adequately implemented. Further, Makoto
Muranaka, the executive director of SAKURA, does not have any special interests in MIRAI and its
related parties. However, in respect of ensuring fairness, he did not participate in the judgment of such
Board of Directors, because the agenda to approve the Merger with MIRAI is contradicting the proposalby Star Asia Group which proposes his dismissal.
It should be noted that neither of MIRAI nor SAKURA obtained a fairness opinion from the relevant
financial advisor to the effect that the merger ratio is financially suitable for each unitholder of each
investment corporation.

8

5.

Outline of Merging Parties
Surviving Corporation upon Merger

Absorbed Corporation upon Merger

MIRAI Corporation

Sakura Sogo REIT Investment Corporation

Name
Location

2-1, Nishi-Kanda 3-chome, Chiyoda-ku, Tokyo

8-11, Kudan Minami 3-chome, Chiyoda-ku, Tokyo

Name of Executive Directors

Michio Suganuma

Makoto Muranaka

Unitholders’ Capital

69,074 million yen

29,254 million yen

Date of Incorporation
Total Number of Outstanding
Investment Units
End of Fiscal Period

December 4, 2015

April 1, 2016

1,581,640 units

333,001 units

April, OctoberJune, December

Main Assets under Management

Real estate beneficiary interests in trust

Real estate beneficiary interests in trust

Total Number of Assets(as of today)

OfficeRetailHotel
Others
Total

8
5
15
1
29

OfficeRetailResidence
Others
Total

8
4
4
2
18

End Book Value(Note)

OfficeRetailHotel
OthersTotal

80.9 billion yen
27.7 billion yen
29.6 billion yen
8.6 billion yen
146.9 billion yen

OfficeRetailResidence
OthersTotal

26.5 billion yen
22.2 billion yen
6.5 billion yen
2.3 billion yen
57.7 billion yen

Main Financial Banks

Sumitomo Mitsui Banking Corporation

Major Unitholders and Holding
Ratio (Note)

Sumitomo Mitsui Banking Corporation

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

13.3%

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

7.6%

Japan Trustee Services Bank, Ltd. (Trustaccount)

10.7%

Japan Trustee Services Bank, Ltd. (Trustaccount)

6.2%

The Nomura Trust and Banking Co., Ltd.
(Investment trust account)

3.7%

Lion Partners Godo Kaisha

3.6%

Mizuho Trust & Banking Co., Ltd.

2.4%

Morgan Stanley MUFG Securities Co.,
Ltd.

1.6%

The Nomura Trust and Banking Co., Ltd.
(Investment trust account)
BNY GCM CLIENT ACCOUNT JPRD
AC ISG (FE－AC)

3.1%
3.0%

Name of Asset Management
Mitsui Bussan & IDERA Partners Co., Ltd.
Sakura Real Estate Funds Management, Inc.
Company
Location of Asset Management
2-1, Nishi-Kanda 3-chome, Chiyoda-ku, Tokyo
8-11, Kudan Minami 3-chome, Chiyoda-ku, Tokyo
Company
Name and Post of Representative Michio Suganuma,
Makoto Muranaka,
of Asset Management Company
Representative Director, President
Representative Director and President
Relationship among Parties
There is no capital, personnel and business relationships required to be disclosed between MIRAI/SAKURA
Involved
and MIP/SREFM, and They do not fall under related parties.
(Note) The above figures of the end book value and the status of unitholders are as of April 30, 2019 for MIRAI, and as of June 30, 2019 for
SAKURA. The end book value is rounded down to the nearest unit, and the holding ratio is rounded to the nearest tenth. In addition, theend book value of SAKURA is unaudited figures.

6.

Business Results for Last 3 Fiscal Periods(million yen unless otherwise specified)
MIRAI Corporation(Surviving Corporation)

Sakura Sogo REIT Investment Corporation(Absorbed Corporation) (Note 1)

Apr. 2018

Oct. 2018

Apr. 2019Feb. 2018

Jun. 2018

Dec. 2018

Operating Revenue

3,958

4,417

4,959

2,662

1,768

2,362

Operating Profit

1,907

2,122

2,531

1,304

854

1,046

Ordinary Profit

1,698

1,867

2,270

1,153

615

885

Net Profit

1,706

1,922

2,271

1,152

615

886

Net Profit per Unit (yen)

5,807

1,440
(Note 2)

1,437
(Note 2)

3,460

1,847

2,661

Distributions per Unit (yen)

5,807

5,668

5,745

3,460

1,848

2,662

Net Assets per Unit (yen)

182,253

45,392(Note 2)

44,797(Note 2)

91,312

89,70090,513

Net Asset

53,536

61,59070,85430,40729,87030,141

9

Total Asset

117,022

131,772

152,493

63,19762,752

61,643(Note 1) SAKURA changed its fiscal period end from the end of February and August to the end of June and December of each year, upon aresolution adopted at the second general meeting of unitholders held on May 31, 2018. As a result, the fiscal period ended June 30, 2018
ended four months from March 1, 2018 to June 30, 2018.
(Note 2) MIRAI implemented a four-for-one investment unit split with April 30, 2019 as record date and May 1, 2019 as effective date. Net Profit
per Unit and Net Assets per Unit are shows pro forma per unit information which has been adjusted to reflect the unit split as if it had beeneffective at the beginning of the fiscal period ended October 31, 2018.

7.

Post-Merger Statue(1) Statues of Surviving Corporation
Name

MIRAI Corporation

Location

2-1, Nishi-Kanda 3-chome, Chiyoda-ku, Tokyo

Name of Executive Directors

Michio Suganuma

Unitholders Capital

Not yet been determined, and will be announced once determined.

Fiscal Period End

April, October

Net Assets

Not yet been determined, and will be announced once determined

Total Assets

Not yet been determined, and will be announced once determined

Name of Asset Management Company

Mitsui Bussan & IDERA Partners Co., Ltd.

Location of Asset Management Company
Name and post representative of AssetManagement Company

2-1, Nishi-Kanda 3-chome, Chiyoda-ku, Tokyo
Michio Suganuma, Representative Director, President(2) Major Unitholders and Unit Holding Ratio before and after Merger
MIRAI (Note 1)

Before the Merger

SAKURA (Note 1)

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

13.3%

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

7.6%

Japan Trustee Services Bank, Ltd. (Trust account)
The Nomura Trust and Banking Co., Ltd. (Investment
trust account)

10.7%

Japan Trustee Services Bank, Ltd. (Trust account)

6.2%

Lion Partners Godo Kaisha

3.6%

Mizuho Trust & Banking Co., Ltd.

2.4%

Morgan Stanley MUFG Securities Co., Ltd.

1.6%

Trust & Custody Services Bank, Ltd. (Securities
investment trust account)
Mitsui & Co. Asset Management Holdings LTD.

3.7%

The Nomura Trust and Banking Co., Ltd. (Investment
trust account)
BNY GCM CLIENT ACCOUNT JPRD AC ISG (FE－
AC)

3.1%
3.0%

1.5%

NIPPON KANZAI CO., LTD.

2.6%

1.3%

GALAXY JREIT PTY LIMITED
TRUST & CUSTODY SERVICES BANK, LTD.
（SECURITIES INVESTMENT TRUST ACCOUNT）
CREDIT SUISSE SECURITIES (EUROPE) LIMITEDPB OMNIBUS CLIENT ACCOUNT
JP MORGAN BANK (IRELAND) PLC 380423

2.6%

IDERA Capital Management Ltd.

1.3%

THE HACHIJUNI BANK, LTD.

1.1%

Individual

1.0%

2.4%
2.1%
1.9%

After the Merger(Simple sum after taking into account the merger ratio) (Note 2)

11.8%
The Master Trust Bank of Japan, Ltd. (Trust account)
9.5%
Japan Trustee Services Bank, Ltd. (Trust account)
3.6%
The Nomura Trust and Banking Co., Ltd. (Investment trust account)
1.8%
Mizuho Trust & Banking Co., Ltd.
1.7%
Trust & Custody Services Bank, Ltd. (Securities investment trust account)
1.3%
Morgan Stanley MUFG Securities Co., Ltd.
1.0%
JPMorgan Securities Japan Co., Ltd.
0.9%
Mitsui & Co. Asset Management Holdings LTD.
0.9%
IDERA Capital Management Ltd.
0.9%
Lion Partners Godo Kaisha(Note 1) The above status of unitholders are as of April 30, 2019 for MIRAI, and as of June 30, 2019 for SAKURA.
(Note 2) The major unitholders and their unit holding ratios after the Merger are calculated based on the number of investment units assuming thatthe investment units will be allotted in accordance with “3. Summary of Merger, (3) Allocation of Units upon Merger” above on thepremise of the major unitholders’ unit holding ratios before the Merger above.

(3) Amendment to Asset Management Agreement
After the Merger, MIRAI will continue to entrust the business concerning the management of the assets to MIP
to which MIRAI currently entrusts its asset management. For the avoidance of doubt, the relevant asset

10management agreement is not scheduled to be amended.
In addition, SAKURA is scheduled to terminate the asset management agreement with its asset managementcompany on the effective date of the Merger on the condition that the Merger becomes effective, upon obtaining
approval of the general meeting of unitholders of SAKURA.
Further, MIRAI, SAKURA, SREFM and MIP have agreed that no merger fee will be paid to the asset
management company of SAKURA upon the Merger under which SAKURA will be the absorbed corporation.
(4) Amendment to Investment Policy
After the Merger, the investment policy of MIRAI, which is the surviving corporation, is not scheduled to beamended from that described in the Securities Report (for the 6th Fiscal Period from November 1, 2018 toApril 30, 2019) filed by MIRAI as of July 29, 2019.
(5) Amendment to Agreement with Sponsor, etc.
MIRAI and MIP have entered into the sponsor support agreement each with Mitsui & Co. Asset Management
Holdings LTD. and IDERA Capital Management Ltd., and there is no change to such agreements after the
Merger.
SREFM will agree to terminate each sponsor support agreement with Galileo Sydney Holdings Pty Limited,
NIPPON KANZAI Co., Ltd. and Tokyo Capital Management Co., Ltd. on the effective date of the Merger.
(6) Provisions concerning Officers of Surviving Corporation after the Merger
There is no plan of current and former directors and employees of SREFM to become directors of MIP upon
the Merger.
8.

Outline of Accounting Method
It is assumed that the Accounting Standard for Business Combinations (Accounting Standards Board of Japan
Statement No. 31; revised on January 16, 2019) will apply to the Merger and thus the Merger will be proceeded by
the purchase method, whereby MIRAI is the corporation acquiring, and SAKURA is the corporation to be acquired.
It is also assumed that the Merger will result in positive goodwill or negative goodwill. The amount of such goodwill
has not been confirmed yet, and will be announced once the value of goodwill is confirmed.

9.

Outlook
Regarding the performance for the fiscal period ending October 2019 (from July 1, 2019 to October 31, 2019), whichis SAKURA’s last business period before the effectuation of the Merger, please refer to “Notice Concerning
Forecasts on Operation and Payment on the Merger for the Fiscal Period Ending October 2019 (the Last Business
Period)” announced by SAKURA today.
Regarding the performance forecast after the Merger, please refer to “Notice Concerning Operating and Distribution
Forecasts for the Fiscal Periods Ending April 2020 and October 2020 after the Merger of MIRAI Corporation and
Sakura Sogo REIT Investment Corporation” announced by both MIRAI and SAKURA today.

(End)

* URL

MIRAI Corporation: http://3476.jp/en
Sakura Sogo REIT Investment Corporation : http://sakurasogoreit.com/en
This press release is the English translation of the announcement in Japanese on MIRAI and SAKURA’s
website. However, no assurance or warranties are given for the completeness or accuracy of this English
translation.
(Reference press release, etc.)
Dated 7/9/2019
MIRAI“Notice Concerning Establishment of a Record Date for the Convocation of General Meeting ofUnitholders”
Dated 7/19/2019 MIRAI and SAKURA “Notice concerning Execution of Memorandum of Understanding regarding Merger of MIRAI Corporationand Sakura Sogo REIT Investment Corporation”
Dated 7/19/2019 MIRAI and SAKURA “Merger of MIRAI Corporation and Sakura Sogo REIT Investment Corporation Execution ofMemorandum of Understanding -Supplementary Material for the Press Release Dated July 19, 2019-”
Dated 8/5/2019 MIRAI and SAKURA “Merger of MIRAI Corporation and Sakura Sogo REIT Investment Corporation Execution of Merger
Agreement - Supplementary Material for the Press Release Dated August 5, 2019-”
Dated 8/5/2019 MIRAI and SAKURA “Notice Concerning the Forecast of Operating Results and Distributions Subsequent to the Merger of MIRAICorporation and Sakura Sogo REIT Investment Corporation for the Fiscal Periods Ending April 30, 2020
and October 31, 2020”
Dated 8/5/2019 MIRAI“Notice Concerning Holding of General Meeting of Unitholders”
Dated 8/5/2019 SAKURA“Notice Concerning Forecast of Operating Results for the Fiscal Period Ending October 2019 (the Final

11

Dated 8/5/2019

SAKURA

Fiscal Period) and Payment on the Merger”“Notice Concerning Convocation of General Meeting of Unitholders Regarding the Approval of Merger
Agreement, etc.”

12

(Note 1) In analyzing the above merger ratio, Mitsubishi UFJ Morgan Stanley Securities has relied on the information provided by MIRAI andSAKURA and publicly available information assuming that all such materials and information are accurate and complete, without
independent verification of the accuracy or completeness of those materials and information. In addition, Mitsubishi UFJ Morgan Stanley
Securities did not make any independent valuation, appraisal, or assessment of the assets or liabilities (including off-balance-sheet assets
and liabilities and any other contingent liabilities) of MIRAI and SAKURA, nor has Mitsubishi UFJ Morgan Stanley Securities requested
any such appraisal or assessment from a third-party institution. Further, Mitsubishi UFJ Morgan Stanley Securities has assumed that thefinancial projections provided by MIRAI and SAKURA have been prepared in a reasonable manner to reflect the best currently available
estimates and judgments by the management of each of MIRAI and SAKURA. The analysis of the above merger ratio by Mitsubishi UFJ
Morgan Stanley Securities was based on the above information that was available as of August 2, 2019.
Mitsubishi UFJ Morgan Stanley Securities has prepared its analysis solely for the board of directors of MIRAI for the purpose ofdeliberating the Merger and the analysis may not be definitively relied upon or used for any other purpose or by any other third party. In
addition, Mitsubishi UFJ Morgan Stanley Securities will not provide any opinion or recommendation on voting by any of the unitholders
of MIRAI or SAKURA with respect to the Merger or any other proposed transaction.
(Note 2) SMBC Nikko Securities did not conduct either assessment on or revaluation of the assets and liabilities of MIRAI and SAKURA by itself.
SMBC Nikko Securities also did not either perform due diligence on them by retaining certified accountants or other professionals or
obtain any opinion on their values from the independent third party. SMBC Nikko Securities referred publicly available information of
SAKURA, MIRAI and other REITs such as financials, market data, analyst reports and indicators of financial conditions, economics andmarkets in conducing analysis of the merger ratio. SMBC Nikko Securities stood on the premise that there was no such undisclosed
information that it could significantly affect the calculation of the merger ratio in conducting its analyses. SMBC Nikko Securities also
stood on the premise that information and materials referred for the purpose of its analyses were accurate and perfect, and in particular,
business plan and business performance prospect as part of such information and materials were reasonably established based on the best
forecast and consideration at that time, and therefore, SMBC Nikko Securities did not undertake its own investigation and verification on
accuracy, appropriateness and feasibility of the information and materials in conducting its analyses.

13