Ongoing Tender Offers (TOB) in Japan

Hulic Co., Ltd. is conducting this tender offer to acquire all of the target company's shares and stock acquisition rights, aiming to make Riso Kyoiku Group Co., Ltd. a wholly owned subsidiary. Through this transaction, the companies intend to realize synergies such as enhanced group collaboration, accelerated support for the new mid-term management plan, and reduced listing maintenance costs and related administrative burdens, thereby improving the corporate value of both companies.

The offeror, a company effectively controlled by Blackstone through TechnoPro Holdings, is conducting this tender offer to acquire the target's shares and warrants and make it a wholly owned subsidiary. The target has expressed its support for the tender offer and recommends that shareholders tender their shares. If all shares and warrants cannot be acquired through the tender offer, the offeror plans to implement squeeze-out procedures such as a share consolidation to make the target a wholly owned subsidiary.

The Tender Offeror is conducting this tender offer with the aim of acquiring all of the Target's shares and stock acquisition rights (excluding the non-tendering shares and treasury shares) and taking the Target private. This transaction constitutes a management buyout (MBO), and Mr. Tetsushi Kuroki, the Target's Representative Director and President, is expected to continue managing the company after the transaction. The Tender Offeror and JGIA intend to implement measures such as strengthening the organizational structure, enhancing sales capabilities, promoting DX/AI utilization, and pursuing M&A to improve the Target's corporate value.

The Offeror is conducting this tender offer with the aim of acquiring all of the Target's shares and stock acquisition rights to make the Target a wholly-owned subsidiary. A consortium comprising the Hikari Tsushin group, the MBKP fund, and the NECCS fund will invest through the Offeror's parent company, seeking to enhance the Target's corporate value by leveraging the Hikari Tsushin group's products and customer base to create synergies. Following the tender offer, a squeeze-out process, including a share consolidation, is planned to be implemented in order to take the Target private.

The offeror is conducting this tender offer with the aim of making the target a wholly-owned subsidiary. Through this transaction, the offeror intends to take the target private and enhance its mid- to long-term corporate value by generating synergies, including collaboration with HITOWA, a portfolio company of MBK Partners.

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.