FUJIFILM Holdings Corporation
Kenji Sukeno
President and Chief Operating OfficerJanuary 29, 2021

Notice of Execution of Tender Offer Application Agreement Pertaining toTender Offer for Shares of Subsidiary
FUJIFILM Holdings Corporation (“the Company”) hereby announces that FUJIFILM Corporation(“Fujifilm”), a wholly owned subsidiary of the Company, has entered into an agreement (“ApplicationAgreement”) with TEIJIN LIMITED (“TEIJIN”) today, under which Fujifilm agrees to tender for a tenderoffer (“Tender Offer”) to be carried out by TEIJIN for the shares of common stock of Japan TissueEngineering Co., Ltd. (“J-TEC”) (an indirect subsidiary of the Company). If the Tender Offer iscompleted, J-TEC will no longer be a consolidated subsidiary of the Company.
1.

Purpose and Background for the Execution of the Application Agreement
J-TEC was established in February 1999 in Gamagori-shi, Aichi as a company engaging in regenerative
medicine, and has been listed on JASDAQ Stock Exchange NEO (currently Tokyo Stock Exchange
JASDAQ Growth) since December 2007. J-TEC has centered its business on R&D, manufacturing and salesof regenerative medicine targeting tissue regeneration of skin, cartilage and such.
In October 2010, Fujifilm became the largest shareholder of J-TEC through the third-party allotment ofshares conducted by J-TEC. Subsequently, through Fujifilm’s acquisition of additional shares of common
stock in J-TEC, our indirect shareholding ratio of J-TEC exceeded 50% in December 2014, making theCompany the parent company of J-TEC.
Fujifilm and J-TEC have worked together on product development and the business expansion in theregenerative medicine field. In an attempt to optimize our business portfolio in the field of biotherapeutics,
the Company will proceed with focusing its management resources in the regenerative medicine field on
contract development and manufacturing of iPS cell products and cell culture media for drug discovery
support, and cell therapeutics medicines. On the other hand, in order to further accelerate a growth strategy
for J-TEC’s business that centers tissue regeneration, the Company has determined that TEIJIN, which has
common management policy and business strategy with J-TEC and is expected to create synergy to existingproducts of both parties in the orthopedics field, is the best partner for J-TEC, and decided to enter into theApplication Agreement.
If the Tender Offer is completed, the capital and business alliance between Fujifilm and J-TEC will beterminated. However, Fujifilm and J-TEC will continue a part of business transactions in the regenerative
medicine field after the completion of the Tender Offer.
For more detail on the Tender Offer and capital and business alliance between J-TEC and TEIJIN, pleaserefer to “Notice Regarding Commencement of Tender Offer for Shares in, and Execution of Capital andBusiness Alliance Agreement with, Japan Tissue Engineering Co., Ltd. (Securities Code: 7774)” released byTEIJIN as well as “Announcement of Opinion on the Tender Offer by Teijin Limited for the Stock of J-TEC
and of Conclusion of the Capital and Business Alliance Agreement between Teijin and J-TEC” released by JTEC today.

2.
1.

Outline of Fujifilm
Name
FUJIFILM Corporation

2.

Head Office26-30, Nishiazabu 2-chome, Minato-ku, Tokyo

3.

Representative

President: Kenji Sukeno- 1 -Development, manufacturing, sales and service of Imagining solutions (color paper;
color films; digital cameras; service and equipment for photofinishing; instant photosystems and optical devices etc.)
Health care and material solutions (Equipment and materials for medical systems;
4. Outline of Businesscosmetics and supplements; pharmaceuticals; contract development andmanufacturing organization of biopharmaceuticals; regenerative medicine; finechemicals; equipment and materials for graphic arts; inks and industrial inkjet
printheads; display materials; recording media and electronic materials; etc.)
40,000 million yen (as of March 31, 2020)
CapitalOctober 2, 2006
Established
Major
FUJIFILM Holdings Corporation
Shareholdersand7.
Shareholding
Rations
8. Relationship between Fujifilm and FUJIFILM Holdings Corporation

5.
6.

Capitalrelationship
Personnel
relationshipTransaction
relationship
Status as related
party

100.00%

The Company owns 100.00% of the total number of shares issued by Fujifilm.
Some officers of the Company have been appointed officers at Fujifilm.
Fujifilm borrows funds form the Company. The Company claims Fujifilm for part ofoffice administration fees.
Fujifilm is a wholly owned subsidiary of the Company, and is considered a related
party to each other.

3.
1.

Outline of J-TECName
Japan Tissue Engineering Co., Ltd.

2.

Head Office209-1, Miyakitadori 6-chome, Gamagori-shi, Aichi

3.

Representative

Representative Director, Chairman and CEO: Kenichiro Hata

Regenerative Medicine Business;
4. Outline of Business Custom Development & Manufacturing Business; andR&D Support Business
5.
4,958 million yen (as of December 31, 2020)
Capital
6.

7.

Established

Major
Shareholders
andShareholding
Ratios(as of September30, 2020)(Note)

February 1, 1999
FUJIFILM Corporation (a wholly owned company of FUJIFILM
Holdings Corporation)
NIDEK CO., LTD.

50.13%
10.40%

Yoko Maeda0.84%

Daisuke Gomi

0.73%

Yosuke Ozawa

0.71%

Takeshi Kuwata

0.71%

MATSUI SECURITIES CO., LTD.

0.46%

SALA ENERGY CO., LTD.
J-TEC Employees Shareholding Association

0.45%
0.45%

Rakuten Securities, Inc.

0.35%

8. Relationship between FUJIFILM Holdings Corporation and J-TEC
Capitalrelationship

The Company (indirectly) owns 20,358,400 shares, which accounts for 50.13%, of thetotal number of common shares (40,610,200 shares) issued by J-TEC as of today.
- 2 -Personnel
relationshipTransactional
relationship
Status as relatedpartyThere is no personnel relationship between the Company and J-TEC that is required
to be indicated. Four (4) employees of Fujifilm have been appointed Director at JTEC. J-TEC accepts assigned employees from Fujifilm, and Fujifilm accepts assigned
employees from J-TEC.
There is no transactional relationship between the Company and J-TEC that isrequired to be indicated. Fujifilm entrusts the development business to J-TEC.
Subsidiaries of the Company and J-TEC have business transactions such as sales andpurchase of goods.
J-TEC is a consolidated (indirect) subsidiary of the Company, and is considered a
related party to each other.

9. Business results and financial conditions for the past three years (million yen)
Fiscal year
Net assets
Total assets
Net assets per
share (yen)
Revenue
OperatingincomeOrdinary income
Net income forthe year
Net income forthe year per
share (yen)Dividendper
share (yen)March 2018

March 2019

March 2020

8,251
9,023

7,918
8,751

7,631
8,451

203.19194.98187.91

2,271
211

2,357
(349)

2,309(235)213
227(339)
(333)

(229)
(287)

5.61

(8.21)(7.07)

0.00

0.00

0.00

(Note) “Major Shareholders and Shareholding Ration (as of September 30, 2020)” are based on “Status of Major Shareholders”
in the 23rd Second Quarterly Report submitted by J-TEC on November 13, 2020.

4.

Outline of TEIJIN

1.

Name

TEIJI LIMITED

2.

Head Office2-4, Nakanoshima 3-chome, Osaka-shi, Osaka

3.

Representative

President and CEO, Representative Director of the Board: Jun Suzuki

4. Outline of Business Manufacturing, processing and sales of synthesized fiber, chemical products, medicalcare and healthcare, products in fields of distribution and retail.
5.
71,833 million yen (as of September 30, 2020)
Capital
6.

7.

Established

Major
Shareholders andShareholding
Rations(as of September30)(Note)

June 17, 1918
The Master Trust Bank of Japan, Ltd. (Trust Account)

8.91%

Custody Bank of Japan, Ltd. (Trust Account)

5.24%

NIPPON LIFE INSURANCE COMPANY

3.67%

TEIJIN Employees Shareholding Association

2.87%

Custody Bank of Japan, Ltd. (Trust Account: 7)

2.13%

Custody Bank of Japan, Ltd. (Trust Account: 5)
JP MORGAN CHASE BANK 385781(Standing proxy: Mizuho Bank, Ltd. Settlement & Clearing Services
Department)
MUFG Bank, Ltd.

1.73%
1.61%

STATE STREET BANK WEST CLIENT – TREATY 505234(Standing proxy: Mizuho Bank, Ltd. Settlement & Clearing ServicesDepartment)
JP Morgan Securities Japan Co., Ltd.

1.33%

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1.51%

1.24%

8. Relationship between FUJIFILM Holdings Corporation and TEIJINCapitalrelationship

There is no capital relationship between the Company and TEIJIN that is required tobe indicated.

Personnel
relationshipTransactional
relationship

There is no personnel relationship between the Company and TEIJIN that is requiredto be indicated.
Subsidiaries of the Company and TEIJIN and TEIJIN Group companies havebusiness transactions such as sales and purchase of goods.

Status as related
party

TEIJIN is not considered a related party of the Company.

(Note)“Major Shareholders and Shareholding Ration (as of September 30, 2020)” are based on “Status of Major Shareholders”
in the 155th Second Quarterly Report submitted by TEIJIN on November 12, 2020.

5.

Number of Shares to be Tendered in the Tender Offer, Transfer Price, and Number of Owned Shares
Before and After the Tender Offer
20,358,400 shares (including indirect ownership)
Number of Owned(1)Shares Before the(Number of voting rights: 203,584)
Tender Offer(Ratio of voting rights owned: 50.14%) (1)
(2)
(3)
(4)

Note

6.

Number of Shares tobe Subscribed in theTender Offer
Transfer Price
Number of Owned
Shares After theTender Offer

20,358,400 shares (including shares owned indirectly)(Number of voting rights: 203,584)
Approximately JPY16.7bn, 820 yen per share (2)0 (2)(Number of voting rights: 0)(Ratio of voting rights owned: 0.00%)

1. The ratio of voting rights owned described here is the ratio against the number of voting rights (405,999) held by J-TEC asof September 30, 2020, stated in the 23rd Second Quarterly Report submitted by J-TEC on November 13, 2020.
2. “Transfer Price” and “Number of Owned Shares After the Tender Offer” shows the aggregate transfer price and the numberof owned shares when the Tender Offer is completed and all shares of common stock in J-TEC subscribed by Fujifilm arepurchased. In the Tender Offer, TEIJIN has set 20,358,400 shares as the minimum number of the shares to be purchased, andif the total number of the share certificates tendered to the Tender Offer (“Tendered Share Certificates”) is less than suchminimum number, TEIJIN will not purchase any of the Tendered Share Certificates. Also, in the Tender Offer, TEIJIN has
set 26,389,900 shares as the maximum number of shares to be purchased, and if the total number of the Tendered Share
Certificates exceeds the maximum number of shares to be purchased, TEIJIN will not purchase such exceeding portion, in its
entirety or in part, and will deliver and conduct other settlement relating to the purchase of share certificates in accordancewith the pro rata method stipulated in Article 27-13, paragraph (5) of the Financial Instruments and Exchange Act and Article
32 of the Cabinet Office Order on Disclosure Required for Tender Offer for Share Certificates by Persons Other Than Issuers.

Schedule of the Tender Offer
Execution ofJanuary 29, 2021
(1)
Application Agreement
Term for the Tender
February 1, 2021 through March 2, 2021, both inclusive
(2)
Offer
Announcement ofMarch 3, 2021
(3)
results of the Tender
OfferCommencement date of March 9, 2021
(4)
settlement

7. Outlook
If the Tender Offer is completed, through tender for the Tender Offer by Fujifilm in accordance withApplication Agreement, J-TEC will no longer be a consolidated subsidiary of the Company. The impact on
the Company’s consolidated performance is currently under close examination, and we will announce
promptly if any update of the outlook of the Company’s consolidated performance is required.

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