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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: September 20, 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 (News - Alert) Company") 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), 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> For details of the resolution of the above-mentioned meeting of the board of directors of the Target Company, please refer to the Target Company's Press Release, as well as "(II) Target Company's Decision-making Process and Rationale" of "(2) Background, Purpose and Decision-making Process Leading to Decision to Conduct Tender Offer, and Management Policy Following Tender Offer" and "(IV) Approval of All Directors and Opinions Stating that No Objection was Made by Audit & Supervisory Board members of Target Company" of "(3) Measures to Ensure Fairness of Tender Offer Price and Avoid Conflicts of Interest, and Other Measures to Ensure Fairness of Tender Offer" below. <After amendment> <Omitted> For details of the resolution of the above-mentioned meeting of the board of directors of the Target Company, please refer to the Target Company's Press Release, as well as "(II) Target Company's Decision-making Process and Rationale" of "(2) Background, Purpose and Decision-making Process Leading to Decision to Conduct Tender Offer, and Management Policy Following Tender Offer" and "(IV) Approval of All Directors and Opinions Stating that No Objection was Made by Audit & Supervisory Board members of Target Company" of "(3) Measures to Ensure Fairness of Tender Offer Price and Avoid Conflicts of Interest, and Other Measures to Ensure Fairness of Tender Offer" below. Please note that as it became necessary for the Tender Offeror to file the Amendment to the Tender Offer Registration Statement due to the change of the major shareholder of the Target Company, the tender offer period was determined to be extended to October 7, 2019, which is the day when the period of ten (10) business days will have elapsed counting from September 20, 2019 on which said Amendment was filed, pursuant to applicable laws and regulations (hereinafter referred to as the "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 as 30 business days, even though the minimum tender offer period required under law is 20 business days. 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 Company 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. <After amendment> <Omitted> In addition, the Tender Offeror set the period of the Tender Offer before the 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 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 Company 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 shall be from August 19, 2019 (Monday) to October 7, 2019 (Monday) after the 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 October 1, 2019 (Tuesday) (30 business days) <After amendment> From August 19, 2019 (Monday) to October 7, 2019 (Monday) (34 business days) (8) Settlement Method (II) Commencement Date of Settlement <Before amendment> October 8, 2019 (Tuesday) <After amendment> October 15, 2019 (Tuesday) End
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