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Announcement Regarding Amendments to the Press Release titled "Announcement of Commencement of Tender Offer for Shares of UNIZO Holdings Company, Limited (Securities Code: 3258)" due to Changes of Conditions of Tender OfferSapporo GK: (Translation) February 27, 2020 To all parties concerned
While Sapporo GK (hereinafter referred to as the "Tender Offeror") commenced the tender offer for the common shares of UNIZO Holdings Company, Limited (Code No.: 3258, Tokyo Stock Exchange) (hereinafter referred to as "Target (News - Alert)") on August 19, 2019 (hereinafter referred to as the "Tender Offer"), the Tender Offeror decided as of today to change the conditions of purchase, etc. through the Tender Offer. Accordingly, the Tender Offeror hereby announces that the amendments shall be made to the "Announcement of Commencement of Tender Offer for Shares of UNIZO Holdings Company, Limited (Securities Code: 3258)" dated August 16, 2019 (including the portions amended by the "Announcement Regarding Amendments to the Press Release titled 'Announcement of Commencement of Tender Offer for Shares of UNIZO Holdings Company, Limited (Securities Code: 3258)' due to Changes of Conditions of Tender Offer" dated September 5, 2019, September 20, 2019, October 2, 2019, October 17, 2019, October 25, 2019, November 11, 2019, November 15, 2019, November 29, 2019, December 13, 2019, December 18, 2019, December 27, 2019, January 20, 2020, January 29, 2020 and February 13, 2020, respectively), as follows: Particulars: Portions to be amended are underlined. 1. Purpose, Etc. of Tender Offer, Etc. (1) Overview of the Tender Offer <Before amendment> <Omitted> In light of the situation described above, the Tender Offeror made a comprehensive assessment of various factors, including Chitocea TOB, the status of tenders made by the Target's shareholders to the Tender Offer and the prospect of tenders going forward and determined, after careful consideration to extend the tender offer period of the Tender Offer until February 28, 2020, the last day of the tender offer period of Chitocea TOB ("13th Change of Tender Offer Conditions"), as there is a need to extend the Tender Offer period to correspond with the extension of the tender offer period of Chitocea TOB. <After amendment> <Omitted> In light of the situation described above, the Tender Offeror made a comprehensive assessment of various factors, including Chitocea TOB, the status of tenders made by the Target's shareholders to the Tender Offer and the prospect of tenders going forward and determined, after careful consideration to extend the tender offer period of the Tender Offer until February 28, 2020, the last day of the tender offer period of Chitocea TOB ("13th Change of Tender Offer Conditions"), as there is a need to extend the Tender Offer period to correspond with the extension of the tender offer period of Chitocea TOB. Thereafter, on February 24, 2020, Urchin posted on the website of PR TIMES a document titled "Blackstone Update on UNIZO Holdings (Securities Code: 3258); Blackstone Intends to Launch Tender Offer for Shares in UNIZO at JPY6,000 per Share, subject to UNIZO Consent," in which Urchin stated that following recent developments in respect of the Target including the increase in price of the currently outstanding tender offer by Chitocea to JPY5,700 per share, it has reassessed its position in respect of the Target and announced its intention to cause its wholly owned subsidiary, Urchin BidCo GK, to launch a tender offer to acquire up to all of the outstanding shares of the Target at a price of JPY6,000 per share, subject to UNIZO consent and entry into an agreement between Urchin and the Target by April 30, 2020 setting forth certain terms. Further, according to the press release titled "Notice Regarding Change of Conditions for Tender Offer by Chitocea Investment Co., Ltd. for UNIZO Holdings Company, Limited Stock" dated February 25, 2020, the Target announced that Chitocea had determined to extend the period for the Chitocea TOB to March 18, 2020. In light of the situation described above, the Tender Offeror made a comprehensive assessment of various factors, including the Chitocea TOB, the status of tenders made by the Target's shareholders to the Tender Offer and the prospect of tenders going forward and determined on February 27, 2020, after careful consideration, to extend the tender offer period of the Tender Offer until March 18, 2020, the last day of the tender offer period of Chitocea TOB ("14th Change of Tender Offer Conditions"), as there is a need to extend the tender offer period of the Tender Offer to correspond with the extension of the tender offer period of Chitocea TOB. (3) Measures to Ensure Fairness of Tender Offer Price and Avoid Conflicts of Interest, and Other Measures to Ensure Fairness of Tender Offer (V) Ensuring of Objective Circumstances to Secure Fairness of Tender Offer Price <Before amendment> <Omitted> In addition, the Tender Offeror set the period of the Tender Offer before the 1st Change of Tender Offer Conditions as 30 business days, even though the minimum tender offer period required under law is 20 business days (Please note that the tender offer period was extended to 34 business days after the 1st Change of Tender Offer Conditions, then to 41 business days after the 2nd Change of Tender Offer Conditions, to 51 business days after the 3rd Change of Tender Offer Conditions, to 56 business days after the 4th Change of Tender Offer Conditions, to 60 business days after the 5th Change of Tender Offer Conditions, to 70 business days after the 6th Change of Tender Offer Conditions, to 80 business days after the 7th Change of Tender Offer Conditions, to 90 business days after the 8th Change of Tender Offer Conditions, to 93 business days after the 9th Change of Tender Offer Conditions, to 100 business days after the 10th Change of Tender Offer Conditions, to 111 business days after the 11th Change of Tender Offer Conditions, to 117 business days after the 12th Change of Tender Offer Conditions, and thereafter, to 127 business days after the 13th Change of Tender Offer Conditions). We intend to ensure the fairness of the Tender Offer by having a comparatively long tender offer period in order to provide the shareholders of the Target with an appropriate opportunity to consider whether or not to apply for the Tender Offer, as well as to ensure that any party other than the Tender Offeror will have an opportunity to make a competing tender offer for Target Shares. Please note that the tender offer period was from August 19, 2019 (Monday) to October 7, 2019 (Monday) after the 1st Change of Tender Offer Conditions, but then changed to the period from August 19, 2019 (Monday) to October 17 (Thursday) after the 2nd Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to November 1 (Friday) after the 3rd Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to November 11 (Monday) after the 4th Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to November 15 (Friday) after the 5th Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to November 29 (Friday) after the 6th Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to December 13 (Friday) after the 7th Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to December 27, 2019 (Friday) after the 8th Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to January 8, 2020 (Wednesday) after the 9th Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to January 20, 2020 (Monday) after the 10th Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to February 4, 2020 (Tuesday) after the 11th Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to February 13, 2020 (Thursday) after the 12th Change of Tender Offer Conditions, and thereafter, changed to the period from August 19, 2019 (Monday) to February 28, 2020 (Friday) after the 13th Change of Tender Offer Conditions. <After amendment> <Omitted> In addition, the Tender Offeror set the period of the Tender Offer before the 1st Change of Tender Offer Conditions as 30 business days, even though the minimum tender offer period required under law is 20 business days (Please note that the tender offer period was extended to 34 business days after the 1st Change of Tender Offer Conditions, then to 41 business days after the 2nd Change of Tender Offer Conditions, to 51 business days after the 3rd Change of Tender Offer Conditions, to 56 business days after the 4th Change of Tender Offer Conditions, to 60 business days after the 5th Change of Tender Offer Conditions, to 70 business days after the 6th Change of Tender Offer Conditions, to 80 business days after the 7th Change of Tender Offer Conditions, to 90 business days after the 8th Change of Tender Offer Conditions, to 93 business days after the 9th Change of Tender Offer Conditions, to 100 business days after the 10th Change of Tender Offer Conditions, to 111 business days after the 11th Change of Tender Offer Conditions, to 117 business days after the 12th Change of Tender Offer Conditions, to 127 business days after the 13th Change of Tender Offer Conditions, and thereafter, to 140 business days after the 14th Change of Tender Offer Conditions). We intend to ensure the fairness of the Tender Offer by having a comparatively long tender offer period in order to provide the shareholders of the Target with an appropriate opportunity to consider whether or not to apply for the Tender Offer, as well as to ensure that any party other than the Tender Offeror will have an opportunity to make a competing tender offer for Target Shares. Please note that the tender offer period was from August 19, 2019 (Monday) to October 7, 2019 (Monday) after the 1st Change of Tender Offer Conditions, but then changed to the period from August 19, 2019 (Monday) to October 17 (Thursday) after the 2nd Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to November 1 (Friday) after the 3rd Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to November 11 (Monday) after the 4th Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to November 15 (Friday) after the 5th Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to November 29 (Friday) after the 6th Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to December 13 (Friday) after the 7th Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to December 27, 2019 (Friday) after the 8th Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to January 8, 2020 (Wednesday) after the 9th Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to January 20, 2020 (Monday) after the 10th Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to February 4, 2020 (Tuesday) after the 11th Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to February 13, 2020 (Thursday) after the 12th Change of Tender Offer Conditions, changed to the period from August 19, 2019 (Monday) to February 28, 2020 (Friday) after the 13th Change of Tender Offer Conditions, and thereafter, changed to the period from August 19, 2019 (Monday) to March 18, 2020 (Wednesday) after the 14th Change of Tender Offer Conditions. 2. Outline of Tender Offer (2) Schedule, Etc. (II) Anticipated Tender Offer Period at the time of filing of the Notification <Before amendment> From August 19, 2019 (Monday) to February 28, 2020 (Friday) (127 business days) <After amendment> From August 19, 2019 (Monday) to March 18, 2020 (Wednesday) (140 business days) (8) Settlement Method (II) Commencement Date of Settlement <Before amendment> March 6, 2020 (Friday) <After amendment> March 26, 2020 (Thursday) End
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