Notice of Position Statement (Approval) Regarding …2020/02/09 · 4. Amendment s to the...
Transcript of Notice of Position Statement (Approval) Regarding …2020/02/09 · 4. Amendment s to the...
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Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated
document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect, or any other forms of damages arising from the translation.
February 9, 2020
Tetsuji Kosaki
President and CEO
UNIZO Holdings Company, Limited
2-10-9, Hatchobori, Chuo-ku, Tokyo
(Securities Code: 3258 First Section, Tokyo Stock Exchange)
Contact: Masato Yamamoto
Senior Managing Director and Senior Managing Executive Officer
Tel: +81-3-3523-7534
Notice of Position Statement (Approval) Regarding Tender Offer by Chitocea Investment Co.,
Ltd. for UNIZO Holdings Company, Limited Stock after Change in Tender Offer Conditions
Regarding the tender offer (herein “Tender Offer”) launched by Chitocea Investment (herein
“Tender Offeror”) that targets common shares of UNIZO Holdings Company, Limited (herein
“Company”), the Tender Offeror, as announced in the release “Notice Regarding Change of
Conditions for Tender Offer for UNIZO Holdings Company, Limited Stock (Securities Code: 3258)”
published today by the Tender Offeror, has decided to extend the tender offer period until February
28, 2020 and to change the tender offer price from JPY 5,100 to JPY 5,700 (these changes herein
referred to as “Tender Offer Change of Conditions”). The tender offer price, the tender offer period
and commencement date of settlement has now changed as listed in “1.”, “2.” and “3.” below.
The Company announces that the Board of Directors of the Company held on February 9, 2020, in
response to Tender Offer Change of Conditions has resolved to continue to approve the Tender Offer
and to maintain its opinion to recommend that all shareholders tender their shares in the Tender Offer,
since Company’s belief has not changed that executing the Tender Offer after Tender Offer Change
of Conditions and the transactions to make the Company a wholly owned subsidiary of the Tender
Offeror contributes to further increase the corporate value and the common interest s of shareholders
of the Company and leads to mid-term to long-term growth of the Company. In this connection, the
Company hereunder amends the Company’s release “Notice of Position Statement (Approval)
Regarding Tender Offer by Chitocea Investment Co., Ltd. for UNIZO Holdings Company, Limited
Stock” published on December 22, 2019 as listed in “4.” below. Changed text is underlined.
1. Tender Offer Price
(Before change)
JPY 5,100 per common share
(After change)
JPY 5,700 per common share
2. Tender Offer Period
(Before change)
Tuesday, December 24, 2019 to Friday, February 14, 2020 (32 business days)
(After change)
Tuesday, December 24, 2019 to Friday, February 28, 2020 (41 business days)
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Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated
document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect, or any other forms of damages arising from the translation.
3. Commencement Date of Settlement
(Before change)
Tuesday, February 25, 2020
(After change)
Monday, March 9, 2020
4. Amendments to the Company’s release “Notice of Position Statement (Approval) Regarding
Tender Offer by Chitocea Investment Co., Ltd. for UNIZO Holdings Company, Limited Stock”
dated December 22, 2019:
2. Tender Offer Price
(Before change)
JPY 5,100 per common share
(After change)
JPY 5,700 per common share
3. Position regarding the Tender Offer, and Basis and Reasons Thereof
(1) Details of the Opinion regarding the Tender Offer
(Before change)
The Board of Directors of the Company held on December 22, 2019 has resolved to
approve the Tender Offer to issue its opinion to recommend that all shareholders tender
their shares in the Tender Offer on the basis and reasons described in “(2) Basis and Reasons
of the Position regarding the Tender Offer” below.
(Partially omitted)
(After change)
The Board of Directors of the Company held on December 22, 2019 has resolved to
approve the Tender Offer to issue its opinion to recommend that all shareholders tender
their shares in the Tender Offer on the basis and reasons described in “(2) Basis and Reasons
of the Position regarding the Tender Offer” below. Thereafter, the Board of Directors of the
Company held on February 9, 2020, as a result of careful and faithful examination of the
Urchin Acquisition Proposal (defined in “I. Overview of the Tender Offer” of “(2) Basis
and Reasons of the Position regarding the Tender Offer” below), Fortress Tender Offer
Change of Conditions (defined in “I. Overview of the Tender Offer” of “(2) Basis and
Reasons of the Position regarding the Tender Offer”) and the Tender Offer Change of
Conditions, has resolved to continue to approve the Tender Offer and to maintain its opinion
to recommend that all shareholders tender their shares in the Tender Offer, since Company’s
belief has not changed that executing the Tender Offer after Tender Offer Change of
Conditions and the transactions to make the Company a wholly owned subsidiary of the
Tender Offeror contributes to further increase the corporate value and the common interest s
of shareholders of the Company and leads to mid-term to long-term growth of the Company
(2) Basis and Reasons of the Position regarding the Tender Offer
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Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated
document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect, or any other forms of damages arising from the translation.
I. Overview of the Tender Offer
(Before change)
(Partially omitted)
If the Tender Offer successfully completes, Tender Offeror contemplates to raise the total
necessary funds of JPY 174,826,099,900 by (i) contribution of up to JPY 45 billion through
subscription of the preferred shares (“Preferred Shares”) of the Company by LSREF6
UNITED INVESTMENTS S.ÀR.L., an entity invested by LSREF6 Affiliate Finance
(Cayman), LLC which is an affiliate of Lone Star Real Estate Fund VI, L.P. (“LSREF6),
one of the funds advised by Lone Star (“Lone Star” means Lone Star Global Acquisitions,
Ltd. (registered as investment advisor at U.S. SEC) or its subsidiaries and affiliates, and
the funds receiving investment advice from such entities, collectively), and (ii) loan of up
to JPY 130 billion (“Loan”) from KF Solutions Co., Ltd., an investment company of
LSREF6 in Japan, and apply these funds for settlement of the Tender Offer. While the
detailed terms and conditions of the investment and loan with respect to the Preferred
Shares and Loan shall be separately discussed with Lone Star and provided in the
investment agreement regarding the Preferred Shares and the loan agreement regarding the
Loan, the investment agreement regarding the Preferred Shares is contemplated to provide
that prior consent of the shareholders of the Preferred Shares is necessary if the Tender
Offeror (including the Company and its subsidiaries after the settlement of the Tender
Offer) intends to conduct certain material actions such as reorganizations; if certain period
surpasses after issuance, if there is default in the investment agreement or loan agreement,
or if there is forfeiture of the benefit of time, the shareholder of the Preferred Shares may
exercise the call right in consideration of cash or common shares ; and that the Tender
Offeror may exercise the put right in consideration of cash after certain period surpasses
after issuance. While if all of the call rights in consideration of common shares are exercised,
LSREF6 will indirectly hold 99.99% of the Tender Offeror’s voting rights, according to
Lone Star, in this Tender Offer, Lone Star’s aim is not to obtain the controlling ownership
of the Tender Offeror so the likeliness that LSREF6 will actually exercise such rights is not
high. Further, according to the agreement, the Company Shares to be acquired by the Tender
Offeror will to be pledged, and after the Tender Offeror becomes the sole shareholder of
the Company through the procedure discussed in “(5) Policy for Organizational
Restructuring, Etc. After Tender Offer (Matters Regarding the So-called “Two-Step
Acquisition”)” below, the Company is expected to provide joint and several guarantee in
connection with the Loan.
(After change)
(Partially omitted)
If the Tender Offer successfully completes, Tender Offeror contemplates to raise the
total necessary funds of JPY 174,826,099,900 by (i) contribution of up to JPY 45 billion
through subscription of the preferred shares (“Preferred Shares”) of the Company by
LSREF6 UNITED INVESTMENTS S.ÀR.L., an entity invested by LSREF6 Affiliate
Finance (Cayman), LLC which is an affiliate of Lone Star Real Estate Fund VI, L.P.
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Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated
document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect, or any other forms of damages arising from the translation.
(“LSREF6), one of the funds advised by Lone Star (“Lone Star” means Lone Star Global
Acquisitions, Ltd. (registered as investment advisor at U.S. SEC) or its subsidiaries a nd
affiliates, and the funds receiving investment advice from such entities, collectively), and
(ii) loan of up to JPY 130 billion (“Loan”) from KF Solutions Co., Ltd., an investment
company of LSREF6 in Japan, and apply these funds for settlement of the T ender Offer.
While the detailed terms and conditions of the investment and loan with respect to the
Preferred Shares and Loan shall be separately discussed with Lone Star and provided in the
investment agreement regarding the Preferred Shares and the loan agreement regarding the
Loan, the investment agreement regarding the Preferred Shares is contemplated to provide
that prior consent of the shareholders of the Preferred Shares is necessary if the Tender
Offeror (including the Company and its subsidiaries after the settlement of the Tender Offer)
intends to conduct certain material actions such as reorganizations; if certain period
surpasses after issuance, if there is default in the investment agreement or loan agreement,
or if there is forfeiture of the benefit of time, the shareholder of the Preferred Shares may
exercise the call right in consideration of cash or common shares; and that the Tender
Offeror may exercise the put right in consideration of cash after certain period surpasses
after issuance. While if all of the call rights in consideration of common shares are exercised,
LSREF6 will indirectly hold 99.99% of the Tender Offeror’s voting rights, according to
Lone Star, in this Tender Offer, Lone Star’s aim is not to obtain the controlling ownership
of the Tender Offeror so the likeliness that LSREF6 will actually exercise such rights is not
high. Further, according to the agreement, the Company Shares to be acquired by the Tender
Offeror will to be pledged, and after the Tender Offeror becomes the sole shareholder of the
Company through the procedure discussed in “(5) Policy for Organizational Restructuring,
Etc. After Tender Offer (Matters Regarding the So-called “Two-Step Acquisition”)” below,
the Company is expected to provide joint and several guarantee in connection with the Loan.
Thereafter, the Company, as announced in the release “Notice Pertaining to Takeover
Offer by Blackstone for UNIZO Holdings Company, Limited” published by the Company
on January 28, 2020, received the new acquisition proposal (herein “Urchin Acquisition
Proposal”), including a tender offer with the tender offer price at JPY 5,600 per Company
share, dated January 28, 2020 from Urchin Holdings I Pte. Limited (herein “Urchin”), an
affiliate of a fund operated or advised by Blackstone Real Estate, which is part of The
Blackstone Group (which includes an investment fund operated or advised by Blackstone
Singapore Pte. Ltd. or its affiliates). Urchin announced the details of the Urchin Acquisition
Proposal on a website operated by PR TIMES, Inc.
Moreover, according to the “Notice of Revision of Tender Offer Notification” submitted
by Sapporo GK on January 29, 2020, Sapporo GK changed the tender offer price of the
Fortress Tender Offer (described in “(C) Circumstances of the Discussion between Tender
Offeror and Company, and Decision Making Process of Tender Offeror, etc.” of “II.
Background of Tender Offeror’s Decision to Execute the Tender Offer, its Purpose and
Decision Making Process, and Management Policy after Tender Offer” below) to JPY 5,200
per Company share.
The Company was informed that the Tender Offeror, in light of facts that the Company
received Urchin Acquisition Proposal and the Urchin Acquisition Proposal was announced
and the tender offer price in the Fortress Tender Offer was changed (this change shall herein
be referred to as “Fortress Tender Offer Change of Conditions”), has submitted a Notice of
Revision of the Tender Offer Notification to the Kanto Finance Bureau, extending its tender
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Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated
document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect, or any other forms of damages arising from the translation.
offer period until February 14, 2020 which is 10 business days from January 30, 2020, the
day on which the Company submitted the Notice of Revision of the Tender Offer
Notification.
Subsequently, according to the Tender Offeror, in response to the Urchin Acquisition
Proposal, the announcement of such proposal, and the Fortress Tender Offer Change of
Conditions, has decided to change the tender offer price from JPY 5,100 to JPY 5,700 and
to extend the tender offer period until February 28, 2020 (these changes shall herein be
referred to as “Tender Offer Change of Conditions” in order to disseminate the change of
the tender offer price among investors, as a result of careful examination taking
comprehensively into consideration the status of tender by the Company’s shareholders to
the Tender Offer after the launch of the Tender Offer and its future outlook , among other
matters. According to the Tender Offeror, while it has agreed with KF Solution Company,
Limited on raising the loan limit from JPY 130 billion to JPY 151 billion upon deciding to
make the Tender Offer Change of Conditions, it does not intend to make any change s to the
loan and other terms and conditions besides the amount of loan and the date of the execution
of loan.
Furthermore, the Board of Directors of the Company held on February 9, 2020, as a result
of careful and faithful examination on Urchin Acquisition Proposal, Fortress Tender Offer
Change of Conditions and the Tender Offer Change of Conditions, has resolved to continue
to approve the Tender Offer and to maintain its opinion to recommend that all shareholders
tender their shares in the Tender Offer, since the Company’s belief has not changed that
executing the Tender Offer after Tender Offer Change of Conditions and the transactions to
make the Company a wholly owned subsidiary of the Tender Offeror contributes to further
increase the corporate value and the common interests of shareholders of the Company and
leads to mid-term to long-term growth of the Company.
For details of the abovesaid Board of Directors meeting of the Company, please see “III.
Decision-Making Process to the Company’s Approval to the Tender Offer and Reasons
Thereof” below.
II. Background of Tender Offeror’s Decision to Execute the Tender Offer, its Purpose and
Decision Making Process, and Management Policy after Tender Offer
(C) Circumstances of the Discussion between Tender Offeror and Company, and Decision
Making Process of Tender Offeror, etc.
(Before change)
(Partially omitted)
Subsequently, Chitocea Co., Ltd. which became the incorporator of the Tender Offeror,
made the proposal for the Transaction (“Proposal”) to the Company. As a result of
discussion and negotiation between the Tender Offeror and the Company, the Tender
Offeror, on December 23, 2019, decided to execute the Agreement as provided in “V.
Important Agreements regarding the Tender Offer” below, and to initiate the Tender Offer
at the offered price of JPY 5,100 per share of the Company (herein “Tender Offer Price”).
(After change)
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Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated
document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect, or any other forms of damages arising from the translation.
(Partially omitted)
Subsequently, Chitocea Co., Ltd. which became the incorporator of the Tender Offeror,
made the proposal for the Transaction (“Proposal”) to the Company. As a result of
discussion and negotiation between the Tender Offeror and the Company, the Tender
Offeror, on December 23, 2019, decided to execute the Agreement as provided in “V.
Important Agreements regarding the Tender Offer” below, and to initiate the Tender Offer
at the offered price of JPY 5,100 per share of the Company (herein “Tender Offer Price”).
Although the Tender Offeror launched the Tender Offer on December 24, 2019, in
response to the Urchin Acquisition Proposal, the announcement thereof and Fortress Tender
Offer Change of Conditions, it decided to make the Tender Offer Change of Condition,
extending Tender Offer period until February 28, 2020 and changing Tender Offer price
from JPY 5,100 to JPY 5,700 as a result of careful examination taking comprehensively into
consideration the status of tender by the Company’s shareholders to the Tender Offer after
the launch of the Tender Offer and its future outlook, among other matters.
Furthermore, in response to the “Notice of Revision of Tender Offer Notification”
submitted by Sapporo GK on January 29, 2020 (herein the “Fortress’ January 29, 2020
Notice of Revision”), in which Fortress proposes measures to protect financial creditors
who are stakeholders of the Company, such as the execution of refinancing and offering the
same pool of collateral real estate to all financial creditors after the refinancing , the Tender
Offeror and the Company, based on the idea that the two companies need to protect financial
creditors who are stakeholders of the Company, executed an agreement on February 9, 2020
in which the two companies agree that when the Company transfers cash or other assets to
the Tender Offeror, regardless of whether the transfer is made by dividends of surplus,
lending or any other manner, the Company shall secure its credibility by pledging collateral
for the existing debts to the Company’s financial institutes and for corporate bonds prior to
the transfer, or repay the debts and bonds prior to maturity. For details of the agreement,
please see “(C) Agreement” of “V. Important Agreements regarding the Tender Offer”.
III. Decision-Making Process to the Company’s Approval to the Tender Offer and Reasons
Thereof
(Before change)
(Partially omitted)
Furthermore, as stated in “II. Establishment of Independent Special Committee” of “(6)
Measures to Secure Fairness of the Tender Offer such as Measures to Secure Fairness of
the Tender Offer Price and to Avoid Conflict of Interest” below, the Company consulted
with the Special Committee as described in “II. Establishment of Independent Special
Committee” of “(6) Measures to Secure Fairness of the Tender Offer such as Measures to
Secure Fairness of the Tender Offer Price and to Avoid Conflict of Interest” below
regarding the Consultation Matters defined in “II. Establishment of Independent Special
Committee” of “(6) Measures to Secure Fairness of the Tender Offer such as Measures to
Secure Fairness of the Tender Offer Price and to Avoid Conflict of Interes t” below. The
Company received a report dated December 22, 2019 (herein “Findings Report”) from the
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Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated
document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect, or any other forms of damages arising from the translation.
Special Committee. For the outline of the Findings Report and specific activities of the
Special Committee, please see “II. Establishment of Independent Special Committee” of
“(6) Measures to Secure Fairness of the Tender Offer such as Measures to Secure Fairness
of the Tender Offer Price and to Avoid Conflict of Interest” below.
(After change)
(Partially omitted)
Furthermore, as stated in “II. Establishment of Independent Special Committee” of “(6)
Measures to Secure Fairness of the Tender Offer such as Measures to Secure Fairness of
the Tender Offer Price and to Avoid Conflict of Interest” below, the Company consulted
with the Special Committee as described in “II. Establishment of Independent Special
Committee” of “(6) Measures to Secure Fairness of the Tender Offer such as Measures to
Secure Fairness of the Tender Offer Price and to Avoid Conflict of Interest” below regarding
the Consultation Matters defined in “II. Establishment of Independent Special Committee”
of “(6) Measures to Secure Fairness of the Tender Offer such as Measures to Secure Fairness
of the Tender Offer Price and to Avoid Conflict of Interest” below. The Company received
a report dated December 22, 2019 (herein “Findings Report”) from the Special Committee.
For the outline of the Findings Report and specific activities of the Special Committee,
please see “II. Establishment of Independent Special Committee” of “(6) Measures to
Secure Fairness of the Tender Offer such as Measures to Secure Fairness of the Tender
Offer Price and to Avoid Conflict of Interest” below.
Thereafter, the Company, as a result of careful and faithful examination of the Urchin
Acquisition Proposal, Fortress Tender Offer Change of Conditions and Tender Offer
Change of Conditions, reached the conclusion that the Company’s belief has not changed
that executing the Tender Offer after Tender Offer Change of Conditions and the
transactions to make the Company a wholly owned subsidiary of the Tender Offeror
contributes to further increase the corporate value and the common interest of shareholders
of the Company and leads to mid-term to long-term growth of the Company, for the
following reasons:
(i) The tender offer price in the Tender Offer after Tender Offer Change of Conditions is
higher than both the Urchin Acquisition Proposal and Fortress Tender Offer Change of
Conditions, and still considered to be the price which best serves the common interests of
shareholders.
(ii) It has not changed that there is an undeniable possibility that Fortress is considering
to divest part of the Company’s business and assets, and thereby substantially dissolving
the Company. (Fortress alleges, in the Fortress’ January 29, 2020 Notice of Revision, that
Fortress never suggested in the discussion and negotiation with Company after the
commencement of the Fortress Tender Offer that it has the intention to change the policy
to maintain employment and working conditions of the Company’s employees or to dissolve
the Company. It is the Company’s understanding, however, that the possibility cannot be
denied that Fortress is considering to divest part of the Company’s business and assets, and
thereby substantially dissolving the Company after the Fortress Transaction (defined
below) according to the explanation given during the discussion and negotiation with
Fortress for Fortress’ proposal regarding the management policy after completion of the
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Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated
document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect, or any other forms of damages arising from the translation.
Fortress Tender Offer and the transactions to make the Company a wholly owned subsidiary
of Sapporo GK (herein the “Fortress Transaction”), which such explanation was provided
as part of the restructuring proposal where the Company’s hotel business, trust beneficiary
rights of real estate owned by the Company and other assets of the Company shall be
transferred to Fortress by means of corporate demerger and adsorption type merger.
(iii) While a framework where part of the assets of the Company group are to be separated
for a new company managed mainly by employees of the Company was discussed in the
negotiation with Blackstone after the Urchin Acquisition Proposal as well, the proposal by
Lone Star is superior from the perspective of employee protection, which is focused on in
the Basic Policy, since it basically allows the Company to keep its current form and
therefore contributes to maintaining and increasing the corporate value of the Company,
both in terms of ensuring that the Company continues to be a company where employees
find their jobs rewarding and enabling the Company to aim sustainable growth with
continuity from the Company’s current business operation.
Furthermore, as stated in “II. Establishment of Independent Special Committee” of “(6)
Measures to Secure Fairness of the Tender Offer such as Measures to Secure Fairness of
the Tender Offer Price and to Avoid Conflict of Interest” below, the Company consulted
with the Special Committee as described in “II. Establishment of Independent Special
Committee” of “(6) Measures to Secure Fairness of the Tender Offer such as Measures to
Secure Fairness of the Tender Offer Price and to Avoid Conflict of Interest” below regarding
the Consultation Matters defined in “II. Establishment of Independent Special Committee”
of “(6) Measures to Secure Fairness of the Tender Offer such as Measures to Secure Fairness
of the Tender Offer Price and to Avoid Conflict of Interest” below. The Company received
a report dated February 9, 2020 (herein “Findings Report After Change”) from the Special
Committee. For the outline of the Findings Report and specific activities of the Special
Committee, please see “II. Establishment of Independent Special Committee” of “(6)
Measures to Secure Fairness of the Tender Offer such as Measures to Secure Fa irness of
the Tender Offer Price and to Avoid Conflict of Interest” below.
V. Important Agreements regarding the Tender Offer
(Before change)
(Partially omitted)
(B) Shareholders Agreement
Chitocea Co., Ltd. and LSREF6 UNITED INVESTMENTS S.ÀR.L., the shareholders
of the Tender Offeror, and the Tender Offeror, intends to enter into a shareholders
agreement as of December 24, 2019. The shareholders agreement is contemplated to
provide that, among other matters, LSREF6 UNITED INVESTMENTS S.ÀR.L. has the
right to appoint one director of the Tender Offeror and the right to appoint one director
of the Company after the Completion of Wholly Owned Subsidiary, restriction of transfer
of the Tender Offeror’s shares until the redemption date of the Preferred Shares and first
refusal right after the transfer restriction period. In addition, Chitocea Co., Ltd. which is
the shareholder of the Tender Offeror, LSREF6 UNITED INVESTMENTS S.ÀR.L. and
the Tender Offeror has entered into an agreement as of December 22, 2019 which
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Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated
document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect, or any other forms of damages arising from the translation.
provides that during a certain period after all investments regarding the Loan and the
Preferred Shares is repaid or redeemed, the Tender Offeror is entitled to obtain all or part
of the Tender Offeror’s common shares held by LSREF6 UNITED INVESTMENTS
S.ÀR.L.
(After change)
(Partially omitted)
(B) Shareholders Agreement
Chitocea Co., Ltd. and LSREF6 UNITED INVESTMENTS S.ÀR.L., the shareholders
of the Tender Offeror, and the Tender Offeror, entered into a shareholders agreement as
of December 24, 2019. The shareholders agreement provides that, among other matters,
LSREF6 UNITED INVESTMENTS S.ÀR.L. has the right to appoint one director of the
Tender Offeror and the right to appoint one director of the Company after the Completion
of Wholly Owned Subsidiary, restriction of transfer of the Tender Offeror’s shares until
the redemption date of the Preferred Shares and first refusal right after the transfer
restriction period. In addition, Chitocea Co., Ltd. which is the shareholder of the Tender
Offeror, LSREF6 UNITED INVESTMENTS S.ÀR.L. and the Tender Offeror has entered
into an agreement as of December 22, 2019 which provides that during a certain period
after all investments regarding the Loan and the Preferred Shares is repaid or redeemed,
the Tender Offeror is entitled to obtain all or part of the Tender Offeror’s common shares
held by LSREF6 UNITED INVESTMENTS S.ÀR.L.
(C) Agreement Regarding Protection of the Company’s Financial Creditors
In connection with the Tender Offer after Tender Offer Change of Conditions, the
Tender Offeror and the Company have executed an agreement on February 9, 2020, from
the perspective of ensuring protection of the Company’s financial creditors regardless of
whether they hold collateral or not, as follows:
Agreement
Chitocea Investment Co., Ltd.(“Chitocea”) and UNIZO Holdings Co, Ltd (“UNIZO”)
hereby enter to an agreement (“Agreement”) regarding a tender offer (“Tender Offer”)
launched by Chitocea that targets UNIZO’s common shares as follows:
Article 1 (Preservation of the Company’s Existing Financial Debts)
1. Chitocea and UNIZO agree that, when the Company transfers cash or other assets to
Chitocea, regardless of whether the transfer is made by dividends of surplus, lending or
any other manner, the Company shall secure its credibility by pledging collateral for the
existing debts to the Company’s financial institutes and for corporate bonds prior to the
transfer, or repay the debts and bonds prior to maturity.
2. Chitocea and UNIZO confirm that the execution of this Agreement and actions taken
pursuant to this Agreement does not conflict with Paragraph 1 in Article 3 of the tender
10
Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated
document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect, or any other forms of damages arising from the translation.
offer agreement (herein the “Tender Offer Agreement”) between Chitocea and the
Company dated December 22, 2020.
Article 2 (Confidentiality)
1. Chitocea and UNIZO shall keep confidential, shall not announce or disclose to third
parties (other than legal counsels, certified accountants, tax accountants, financial
advisors and consultants of each party, where in each case, disclosure shall be
conditioned on the imposition on such third party of confidential obligations equivalent
to those of the parties herein set forth in this Article, except for disclosure to third parties
with confidential obligations under laws), and shall not use for any purposes other than
the performance of this Agreement, the content of this Agreement and the negotiation
and consultation in connection with or based on this Agreement without prior written
consent from the other party; provided, however that the foregoing shall not apply if such
announcement or disclosure is required by laws or regulations or is made pursuant to
request by the relevant authorities, etc.
2. Notwithstanding the preceding Paragraph, Chitocea and Unizo may disclose the content
of this Agreement in the tender offer statement, opinion statement report and other
disclosure documents in connection with the Tender Offer to the extent separately agreed
between the parties after discussion or otherwise as required under applicable laws and
regulations.
Article 3 (Effect of this Agreement)
1. This Agreement ceases to be effective when the Tender Offer Agreement ceases to be
effective.
2. The preceding Article (Confidentiality), the following Article (Governing Law,
Jurisdiction and Language) and this Paragraph of Article 3, and the liabilities for any
breach of this Agreement prior to termination hereof shall continue to be valid after this
Agreement ceases to be effective.
Article 4 (Governing Law, Jurisdiction and Language)
1. This Agreement shall be governed and construed by the laws of Japan.
2. If any dispute arises in relation to or in connection with this Agreement, the parties shall
first endeavor to settle such dispute upon the good faith consultation, and if such
consultation is not successful, Tokyo District Court shall have the exclusive jurisdiction
for first instance of such dispute.
3. No party shall be entitled to assign, transfer, succeed, pledge, or dispose in any other
manner its status as contracting party of this Agreement or all or part of its rights and
obligations under this Agreement without the prior written consent from the other part y.
4. The governing language of this Agreement shall be Japanese. In case of any discrepancy
between the Japanese original and the English translations thereof, the Japanese original
will prevail.
(6) Measures to Secure Fairness of the Tender Offer such as Measures to Secure Fairness of the
11
Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated
document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect, or any other forms of damages arising from the translation.
Tender Offer Price and to Avoid Conflict of Interest
II. Establishment of Independent Special Committee
(Before change)
(Partially omitted)
Considering that the purpose of the Transactions is legitimate, that the process of the
Transactions is fair, that the consideration to be delivered to the Company’s shareholders
are appropriate, and that the Transaction does not harm the interests of minority
shareholders, it is considered that the Transactions are beneficial for the enhancement of
the Company’s corporate value and common interest of shareholders.
(After change)
(Partially omitted)
Considering that the purpose of the Transactions is legitimate, that the process of the
Transactions is fair, that the consideration to be delivered to the Company’s shareholders
are appropriate, and that the Transaction does not harm the interests of minority
shareholders, it is considered that the Transactions are beneficial for the enhancement of
the Company’s corporate value and common interest of shareholders.
Furthermore, the Company, in light of the status of the discussion with Fortress and the
proposal from the Tender Offer, consulted again with its Special Committee on December
21, 2019 on whether it is appropriate to express an opposition opinion to the Fortress Tender
Offer or not, in order to eliminate the risk of arbitrariness and ensure fairness and
transparency in the decision-making process of the Board of Directors of the Company. For
the overview of the consultation and findings report for the consultation, please see the
Company’s release “Notice of Position Statement (Opposition) Regarding Tender Offer by
Sapporo GK for UNIZO Holdings Company, Limited Stock” published on December 22,
2019.
Thereafter, the Company, in connection with the Urchin Acquisition Proposal, Fortress
Tender Offer Change of Conditions and Tender Offer Change of Conditions as well,
consulted again with its Special Committee consisting of five outside members of the Board
of Directors who are independent not only from the Company, H.I.S., Fortress and
Blackstone but also from the Tender Offeror and Lone Star, on December 21, 2019
regarding whether it is appropriate to maintain the opinion to recommend that all
shareholders tender their shares in the Tender Offer or not (herein the “Consultation Point”),
in order to eliminate the risk of arbitrariness and ensure fairness and transparency in the
decision-making process of the Board of Directors of the Company. The reason why the
consultation to the Special Committee was shortly before the resolution of the Board of
Directors of the Company was because the Company received the Urchin Acquisition
Proposal from Urchin on January 28, 2020, which the Company had to notify the Tender
Offeror and thereby secure time for the Tender Offeror to consider, and it was only shortly
before the resolution of the Board of Directors of the Company when it was judgable that
12
Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated
document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect, or any other forms of damages arising from the translation.
it was the appropriate timing to consult regarding the Transactions after Tender Offer
Change of Conditions. The Company arranged the schedule and decided to hold the Board
of Directors meeting of the Company on February 9, 2020 with the intent to provide
information to investors as soon as possible, in light of the final day of the tender offer
period of the Tender Offer set at February 14, 2020 and the final day of the tender offer
period of the Fortress Tender Offer set at February 13, 2020.
The Company was informed that the Special Committee was held on February 8, 2020
and February 9, 2020, where it carefully examined and discussed the Consultation Point.
More specifically, the Special Committee examined necessary materials including materials
disclosed or provided by the Company, interviewed directors of the Company and examined
and discussed matters in connection with the Consultation Point, such as details,
background, development and purpose of the Transaction after Tender Offer Change of
Conditions, and measures to secure fairness of the Transactions after Tender Offer Change
of Conditions implemented by the Tender Offeror. The Special Committee is not involved
in the negotiation among the Company, Tender Offeror and Lone Star.
Based on the above background and after careful examination and analysis, the Special
Committee submitted its report to the Board of Directors on February 9, 2020. Outline of
the report is as follows:
The Company has carefully and faithfully compared and examined the Urchin
Acquisition Proposal, Fortress Tender Offer Change of Conditions and the Tender Offer
Change of Conditions from the perspective of whether they contribute to further increase
of the corporate value and common interests of shareholders. In doing so, the Company
collected certain materials, obtained the advice and opinions from independent, third-party
experts and specialists, and conducted its own analysis and validations. No facts were
recognized that would raise doubts to the result of the Company’s examination.
In conclusion, this Committee judges that it is appropriate to continue to approve the
Tender Offer and maintain the opinion to recommend that all shareholders tender their
shares in the Tender Offer.
(Reference) Summary of Tender Offer etc. (Attachment)
Please see attached “Notice Regarding Change of Conditions for Tender Offer for UNIZO Holdings
Company, Limited Stock (Securities Code: 3258)” released by the Tender Offeror today.
Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this
translated document and the Japanese original, the original shall prevail. UNIZO Holdings Company, Limited assumes no responsibility for this
translation or for direct, indirect, or any other forms of damages arising from the translation.
February 9, 2020
Yuhei Yamaguchi
Representative Director
Chitocea Investment Co., Ltd.
2-10-9, Hatchobori, Chuo-ku, Tokyo
Notice Regarding Change of Conditions for Tender Offer
for UNIZO Holdings Company, Limited Stock (Securities Code: 3258)
Chitocea Investment Co., Ltd. (herein “Tender Offeror”) commenced a tender offer that targets the issued and
outstanding common shares of UNIZO Holdings Company, Limited (First Section of Tokyo Stock Exchange, Inc.
(herein “TSE”), Security Code: 3258, herein “Company”) pursuant to the Financial Instruments and Exchange Act (Act
No.25 of 1948, as amended) on December 24, 2019. Today, (February 9, 2020), the Tender Offeror decided to extend
the tender offer period until February 28, 2020, and to change the tender offer price from 5,100 yen to 5,700 yen (these
changes shall herein be referred to as “Tender Offer Change of Conditions”). In connection with this, the tender offer
price, the tender offer period and commencement date of settlement of the Tender Offer have now changed as listed in
“1.”, “2.”, and “3.” below (with changed underlined).
1. Tender Offer Price
(Before change)
JPY 5,100 per common share
(After change)
JPY 5,700 per common share
2. Tender Offer Period
(Before change)
Tuesday, December 24, 2019 to Friday, February 14, 2020 (32 business days)
(After change)
Tuesday, December 24, 2019 to Friday, February 28, 2020 (41 business days)
3. Commencement Date of Settlement
(Before change)
Tuesday, February 25, 2020
(After change)
Monday, March 9, 2020
Please see the Tender Offer Notification which the Tender Offeror will submit in connection with the Tender Offer on
December 24, 2019 for the details of the Tender Offer. The Tender Offer Notification will be publicly available on
EDINET (http://disclosure.edinet-fsa.go.jp/).
- 1 -
Attachment
- 2 -
Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this
translated document and the Japanese original, the original shall prevail. UNIZO Holdings Company, Limited assumes no responsibility for this
translation or for direct, indirect, or any other forms of damages arising from the translation.
[Restriction on Solicitation]
The purpose of this press release is publication of the Tender Offer to the general public, and it is not prepared for the
purpose of soliciting sales. When applying to sell, be sure to review the Tender Offer Explanation Statement regarding
the Tender Offer and apply based on each shareholder’s own judgment. This press release is not an application or
solicitation to sell securities, is not a solicitation for an application to purchase, nor does it constitute a part thereof.
Neither this press release (or any part thereof) nor its distribution shall provide a basis for a contract pertaining to the
Tender Offer, nor shall it be relied upon when executing such contract.
[Future Predictions]
The information provided hereto may include forward looking predictions such as “expect”, “predict”, “intend”,
“plan”, “confident” and “assume,” including in relation with future businesses of the Tender Offeror and other
companies etc. Such expressions are based on the current business prospects of the Tender Offeror subject to
future changes depending on the circumstance. The Tender Offeror is not obligated to update the expressions of
such information regarding forward looking predictions to reflect the actual business performance, various
circumstances or change in conditions.
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. Due to any known or unknown
risks, uncertainties, or any other factors, it is possible that actual results may substantially differ from the
projections, etc., as expressly or implicitly indicated in any “forward-looking statements.” Neither the Tender
Offeror, the Target Company nor any of its affiliated companies guarantee that such projections, etc. expressly or
implicitly indicated in any “forward-looking statements” will prove to be correct. The “forward-looking
statements” in this press release have been prepared based on the information held by the Tender Offeror as of
the date of this press release, and, unless otherwise required by applicable laws and regulations, neither the
Tender Offeror, the Target Company nor any of its affiliated companies are obliged to update or modify such
statements in order to reflect any events or circumstances in the future.
[U.S. Regulations]
Although the Tender Offer will be conducted in accordance with the procedures and information disclosure standards
prescribed in the Financial Instruments and Exchange Act of Japan, these procedures and standards may differ from
the procedures and information disclosure 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 conform to those procedures and standards. All financial information contained
in this press release is based on Japanese accounting standards, is not based on U.S. accounting standards, and may not
necessarily be comparable to the financial information prepared based on U.S. accounting standards. In addition, it
may be difficult to enforce any right or claim arising under U.S. federal securities laws because the Tender Offeror and
the Target Company are incorporated outside the United States and their directors are non-U.S. residents. Shareholders
may not be able to sue a company outside the United States and its directors in a non-U.S. court for violations of the
U.S. securities laws. Furthermore, there is no guarantee that shareholders will be able to compel a company outside the
United States or its subsidiaries and affiliated companies to subject themselves to the jurisdiction of a U.S. court.
Unless otherwise specified, all procedures relating to the Tender Offer will be conducted entirely in Japanese. While
some or all of the documentation relating to the Tender Offer may be prepared in English, if there is any inconsistency
between the English documentation and the Japanese documentation, the Japanese documentation will prevail.
- 3 -
Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this
translated document and the Japanese original, the original shall prevail. UNIZO Holdings Company, Limited assumes no responsibility for this
translation or for direct, indirect, or any other forms of damages arising from the translation.
[Other Countries]
Depending on the country or region, there may be legal restrictions on the release, issuance, or distribution of this press
release. In such cases, please take note of such restrictions and comply with them. This press release does not
constitute a solicitation of application to purchase or sales of shares related to the Tender Offer and is simply deemed
as distribution of materials for information purposes only.