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

TOKYO--()--Sapporo GK:

December 18, 2019

To all parties concerned

Company Name: Sapporo GK

Managing Partner: Sapporo ISH

Executor of Managing Partner: Takaaki Fukunaga

Contact: Fortress Investment Group (Japan) GK

Tel: +81-3-6438-4400

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”) 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 and December 13, 2019, 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>

From the above, in the opinion of the Tender Offeror, the recent situations concerning the discussions between Blackstone and the Target and other matters, which were disclosed by the December 6 Blackstone Release and the following December 7 Press Release, would be material information for the shareholders of the Target to make decisions on whether or not to apply for the Tender Offer and would fall under the “occurrence of material facts relating to the matters required to be stated in the TOB Registration Statement”, and therefore, the Tender Offeror, pursuant to applicable laws and regulations, filed this Amendment to the TOB Registration Statement to the Director-General of the Kanto Local Finance Bureau and, accordingly, the tender offer period was extended to December 27, 2019, which is the last day of the ten (10) business day period following December 13, 2019, the date on which such Amendment was filed (hereinafter referred to as the “8th Change of Tender Offer Conditions”).

<After amendment>

<Omitted>

From the above, in the opinion of the Tender Offeror, the recent situations concerning the discussions between Blackstone and the Target and other matters, which were disclosed by the December 6 Blackstone Release and the following December 7 Press Release, would be material information for the shareholders of the Target to make decisions on whether or not to apply for the Tender Offer and would fall under the “occurrence of material facts relating to the matters required to be stated in the TOB Registration Statement”, and therefore, the Tender Offeror, pursuant to applicable laws and regulations, filed an Amendment to the TOB Registration Statement to the Director-General of the Kanto Local Finance Bureau and, accordingly, the tender offer period was extended to December 27, 2019, which is the last day of the ten (10) business day period following December 13, 2019, the date on which such Amendment was filed (hereinafter referred to as the “8th Change of Tender Offer Conditions”).

Furthermore, the most recent state of the discussions between Blackstone and the Target and other matters was disclosed in a document titled “Blackstone Announces Update on Discussions with UNIZO Holdings (Securities Code: 3258)” posted by Urchin on the website of PR TIMES on December 12, 2019 (hereinafter referred to as the “December 12 Blackstone Release”) and a press release titled “Notice of Continuation of Discussions Pertaining to Takeover Offer by Blackstone for UNIZO Holdings Company, Limited” released by the Target on December 13, 2019 (hereinafter referred to as the “December 13 Press Release”). According to the December 12 Blackstone Release, while Urchin has continued to seek in good faith to engage in discussions with the Target to negotiate and finalize an agreement with the Target, it has recently received certain written responses from the Target on its latest proposed transaction terms and is seeking engagement with the Target’s management and Board of Directors in order for Blackstone to make a final determination for its course of action regarding the Target. Further, according to the December 13 Press Release, the Target will actively and sincerely continue discussions with Blackstone.

As stated in the Amendment to the TOB Registration Statement filed by the Tender Offeror on December 13, 2019, the Tender Offeror assumes that Blackstone is recognized, by the Target’s shareholders as the strongest competitive candidate, relative to the Tender Offeror (who has already commenced a Tender Offer) and therefore, the Tender Offeror considers that the state of discussions between the Target and Blackstone, as well as the progress of such discussions, would be factors that would significantly affect the outcome of the Tender Offer being conducted by the Tender Offeror and the decisions made by the shareholders of the Target on whether or not to apply for the Tender Offer. Among others factors, the recent situations concerning the discussions between Blackstone and the Target and other matters, which were disclosed by the December 12 Blackstone Release and the following December 13 Press Release, indicates progress toward a final determination for Urchin’s course of action regarding the Target and, therefore, the Tender Offeror considers that such situation would be a factor that would significantly affect the outcome of the Tender Offer being conducted by the Tender Offeror and the decisions made by the shareholders of the Target on whether or not to tender their shares into the Tender Offer.

In addition, because of the fact that (i) in the December 6 Blackstone Release, Urchin stated, “If there are any material changes in circumstances regarding UNIZO, we will provide an update as appropriate and in accordance with applicable laws and regulations as promptly as practicable but in no case later than December 13, 2019”, and (ii) the December 12 Blackstone Release was announced thereafter, the Tender Offeror understands that Urchin determined that “there was a material change in circumstances regarding the Target” with respect to the recent situation of discussions between Blackstone and the Target or the other matters stated in the above-mentioned December 12 Blackstone Release.

Taking into consideration the facts stated above, in the opinion of the Tender Offeror, the recent situations concerning the discussions between Blackstone and the Target and other matters, which were disclosed in the December 12 Blackstone Release and the following December 13 Press Release, would be material information for the Target’s shareholders in deciding whether or not to tender their shares into the Tender Offer and would fall under the “occurrence of material facts relating to the matters required to be stated in the TOB Registration Statement” and, therefore, the Tender Offeror, pursuant to applicable laws and regulations, filed this Amendment to the TOB Registration Statement to the Director-General of the Kanto Local Finance Bureau and, accordingly, the tender offer period was extended to January 8, 2020, which is the last day of the ten (10) business day period following December 18, 2019, the date on which such Amendment was filed (hereinafter referred to as the “9th Change of Tender Offer Conditions”).

(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, and thereafter, to 90 business days after the 8th 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, and thereafter, changed to the period from August 19, 2019 (Monday) to December 27 (Friday), 2019 after the 8th 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, and thereafter, to 93 business days after the 9th 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 (Friday) after the 8th Change of Tender Offer Conditions, and thereafter, changed to the period from August 19, 2019 (Monday) to January 8, 2020 (Wednesday) after the 9th 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 December 27, 2019 (Friday) (90 business days)

<After amendment>

From August 19, 2019 (Monday) to January 8, 2020 (Wednesday) (93 business days)

(8) Settlement Method

(II) Commencement Date of Settlement

<Before amendment>

January 9, 2020 (Thursday)

<After amendment>

January 16, 2020 (Thursday)

End

- This press release is made for the purpose of publicly announcing the Tender Offer and not for the purpose of soliciting an offer to sell nor offering to purchase any securities in the Tender Offer. Any shareholder who intends to apply for the sale, etc. of any securities should make sure to act at its own discretion after reviewing the Tender Offer Explanation Statement as to the Tender Offer. This press release does not constitute a solicitation of sale of, or an offer for purchase of, any securities, nor a part thereof, and neither this press release (or a part thereof) nor the delivery thereof shall provide a basis for any agreement for the Tender Offer and may be relied upon for executing any such agreement.

 

- The Tender Offer is conducted to purchase common stock of the Target, a corporation incorporated in Japan. Although the Tender Offer will be conducted in accordance with the procedures and information disclosure standards prescribed in the Financial Instruments and Exchange Act, these procedures and standards may differ from the procedures and standards in the United States. In particular, Sections 13(e) and 14(d) of the U.S. Securities Exchange Act of 1934, as amended, and the rules prescribed thereunder do not apply to the Tender Offer, and the Tender Offer does not confirm to those procedures and standards. All of the financial information contained in this press release is based on Japanese accounting standard, not U.S. accounting standards, and may not necessarily be comparable to financial information based on U.S. accounting standards. Further, it may be difficult to enforce any right or demand arising under U.S. federal securities laws, because both of the Tender Offeror and the Target are incorporated outside the United States and none of its officers are U.S. residents. It may be impossible to sue a company outside the United States and its officers in a non-U.S. court for a violation of the U.S. Securities laws. Furthermore, there is no guarantee that one would be able to compel a company outside the United States or its subsidiaries and affiliated parties to subject themselves to the jurisdiction of a U.S. court.

 

- Unless otherwise specified, all procedures relating to the Tender Offer shall be conducted in Japanese language. If some of the documents relating to the Tender Offer are prepared in English language and if there is any inconsistency between the English version and the Japanese version, the Japanese version shall prevail.

 

- 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 U.S. Securities Exchange Act of 1934. Known or unknown risks, uncertainties and other factors could cause actual results to substantially differ from the projections and other matters expressly or impliedly set forth herein as “forward-looking statements.” Neither the Tender Offeror nor the Target, nor any of their respective affiliated parties, assumes that such express or implied projections, etc. set forth herein as “forward-looking statements” will eventually prove to be correct. The “forward-looking statements” contained in this press release have been prepared based on the information held by the Tender Offeror and the Target as of the date hereof and, unless otherwise required under applicable laws and regulations, neither the Tender Offeror nor the Target, nor any of their respective affiliated parties, assumes any obligation to update or revise this press release to reflect any future events or circumstances.

 

- There is a possibility that the Tender Offeror, any of the Target’s financial advisors or the tender offer agent (including their respective related parties) may conduct purchases of common stock of the Target not under the Tender Offer for its or their own account or on the account of its or their clients, or may take any action toward such purchase, prior to the commencement of the Tender Offer or during the tender offer period, in the ordinary course of business in accordance with the requirements under Article 5(b) of Rule 14(e) of the U.S. Securities Exchange Act of 1934, to such extent as is permitted by Japanese legislation related to financial instruments transactions and other applicable laws and regulations.

 

 

Contacts

Contact for Media Relations: Ai Saito, Kekst CNC
Tel: +81-3-5156-0189 or +81-80-4818-4822
E-mail: ai.saito@kekstcnc.com

Contacts

Contact for Media Relations: Ai Saito, Kekst CNC
Tel: +81-3-5156-0189 or +81-80-4818-4822
E-mail: ai.saito@kekstcnc.com