Ongoing Tender Offers (TOB) in Japan

The Offeror aims to acquire all outstanding units of the Target (excluding treasury units and units not to be tendered) and take the Target private through this tender offer. The minimum number of units to be purchased is set at a level exceeding 45% ownership, which is required to pass the unit consolidation proposal, minus the units not to be tendered. Following completion of the tender offer, the Offeror plans to implement squeeze-out procedures so that only the Offeror and ATRA remain as unitholders of the Target.

The Offeror is conducting this tender offer with the aim of making the Target a wholly-owned subsidiary. By combining the two companies' overseas sales networks, production technology, and development capabilities, the Offeror expects synergies such as establishing mass production systems for low-priced products, fundamentally improving profitability through factory automation and digitalization, expanding into overseas markets, and jointly developing high value-added products. If the Offeror is unable to acquire all of the Target's shares through this tender offer, it plans to implement squeeze-out procedures through a share cash-out request or share consolidation to make the Target a wholly-owned subsidiary.

The Offeror aims to take the Target private through this tender offer. If the Offeror is unable to acquire all of the Target's shares following the completion of the tender offer, it will implement squeeze-out procedures, including a share consolidation, so that the Target's shareholders consist only of the Offeror and the founding family shareholders. Thereafter, the Target will conduct a share buyback and merge with the Offeror, with the aim of enhancing the Target's mid- to long-term corporate value through expansion in the U.S. market and strengthening the profit base of its domestic business.

The Offeror is conducting this tender offer with the aim of taking the Target's common stock private and making the Target a consolidated subsidiary. Through this transaction, the Offeror seeks to leverage the Target's community-based store operations and strengths in fresh food, together with the Offeror's management resources, to generate synergies in areas such as product development, procurement, logistics, systems, and human resources, thereby achieving sustainable growth and enhanced corporate value for both companies.

The Tender Offeror aims to enhance the corporate value of both the SBI Group—comprising SBI Holdings and its subsidiaries and equity-method affiliates, which possess financial services, a broad customer base, and media/content-related business infrastructure—and the Target Company's group, which possesses an e-commerce and payment platform, a merchant network, and an ID infrastructure, by leveraging these resources mutually to create new customer value and business opportunities. Accordingly, the Tender Offeror is conducting this Tender Offer with the purpose of making the Target Company an equity-method affiliate. The Tender Offeror does not intend to delist the Target Company's shares, and intends to maintain their listing on the TSE Growth Market after the Tender Offer while respecting the Target Company's independence and management autonomy.

The Tender Offeror is conducting the Tender Offer as part of a series of transactions aimed at taking the Target's shares private. The Tender Offeror has entered into tender offer non-participation agreements with DG, the Target's largest shareholder, and KDDI, its second-largest shareholder, under which both companies will not tender their shares and will instead cooperate in a squeeze-out process, including a share consolidation, following the completion of the Tender Offer to take the Target private. The Tender Offeror intends to strengthen the Target's management foundation and enhance its corporate value by leveraging EQT's investment track record and global resources together with DG's expertise in the payments and marketing fields.

The Offerors are conducting the Tender Offer as part of a series of transactions (the Transaction) aimed at acquiring all shares of the Target Company and taking it private. The Transaction constitutes a management buyout (MBO), and Mr. Muto, the Target Company's Representative Director, is expected to continue serving as Representative Director following completion of the Transaction. Sunrise Capital intends to take the Target Company private and enhance its mid- to long-term corporate value through DX promotion, M&A initiatives, and support for recruitment and employee retention.