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(D)
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Method of Return of Share Certificates, etc.
|
In the event that the Offeror eventually purchases no Tendered Share Certificates, etc. pursuant to the conditions as
referred to in (B) Conditions of Withdrawal, etc. of Tender Offer, Details Thereof, and Method of Disclosure of Withdrawal, etc. under (9) Other Conditions and Methods of Purchase below, the share certificates, etc. to be
returned will be returned by restoring their records on the accounts of the tendering shareholders, etc. with the tender offer agent to their records as they were immediately preceding the relevant share certificates, etc. being tendered, promptly
after the second business day following the last day of the Tender Offer Period (or, in the event of Withdrawal, etc. of the Tender Offer, the date of such Withdrawal, etc.) (if share certificates, etc. are to be transferred to an account of a
tendering shareholder, etc. set up with another financial instruments business operator, please check with the tender offer agents main office or local branch at which the application for the Tender Offer was accepted).
(9)
|
Other Conditions and Methods of Purchase
|
|
(A)
|
Conditions Set Forth in the Items of Paragraph 4 of Article
27-13
of the Act and Details Thereof
|
No maximum or minimum number of share certificates, etc. to be purchased has been set.
Therefore, the Offeror will purchase all Tendered Share Certificates, etc.
|
(B)
|
Conditions of Withdrawal, etc. of Tender Offer, Details Thereof, and Method of Disclosure of Withdrawal, etc.
|
If any of the circumstances set forth in Article 14, paragraph 1, item (i),
sub-items
(a) through (i) and (l) through (r), item (iii),
sub-items
(a) through (h) and (j), and paragraph 2, items (iii) through (vi) of the Order
for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended thereafter; the
Cabinet Order
) arises, the Offeror may make a Withdrawal, etc. of the Tender Offer. The term facts
equivalent to those set forth in
sub-item
(a) to
sub-item
(i) inclusive as referred to in Article 14, paragraph 1, item (iii),
sub-item
(j) of the Cabinet Order means any of the following:
|
(i)
|
Cases where any of the statutory disclosure documents submitted by the Target Company in the past is found to contain false statements on
material matters or to omit statements on material matters to be contained therein and where the Offeror did not know, and could not have known despite exercising reasonable care, such false statements, etc.; or
|
|
(ii)
|
Cases where any of the facts listed in Article 14, paragraph 1, item (iii),
sub-items
(a) through
(g) of the Cabinet Order arises in respect of an important subsidiary of the Target Company.
|
If the Offeror intends to make a Withdrawal, etc., the Offeror will issue an electronic public notice and will publish
to that effect in the Nihon Keizai Shimbun. However, if it is difficult to issue a public notice no later than the last day of the Tender Offer Period, the Offeror will make a public announcement by the method set forth in Article 20 of the Cabinet
Office Order, followed immediately by a public notice.
|
(C)
|
Conditions of Reduction of the Offer Price, Details Thereof, and Method of Disclosure of Reduction
|
Pursuant to the provisions of Article
27-6,
paragraph 1, item (i) of the Act,
the Offeror may reduce the offer price in accordance with the standards set forth in the provisions of Article 19, paragraph 1 of the Cabinet Office Order if the Target Company engages in any of the acts specified in Article 13, paragraph 1 of the
Cabinet Order during the Tender Offer Period. If the Offeror intends to reduce the offer price, the Offeror will issue an electronic public notice and will publish to that effect in the
Nihon Keizai Shimbun
. However, if it is difficult to
issue a public notice no later than the last day of the Tender Offer Period, the Offeror will make a public announcement by the method set forth in Article 20 of the Cabinet Office Order, followed immediately by a public notice. If the Offeror
reduces the offer price, the Offeror will purchase all Tendered Share Certificates, etc., including those tendered prior to the date of such public notice, at the reduced offer price.
|
(D)
|
Information on Tendering Shareholders Right to Cancel Contracts
|
At any time during the Tender Offer Period, a tendering shareholder, etc. may cancel contracts pertaining to the tender
offer. A tendering shareholder, etc. who wishes to cancel such contracts must deliver or send, no later than 15:30 on the last day of the Tender Offer Period, a written statement of cancellation of the contracts pertaining to the tender offer (a
Cancellation Statement
) to the main office or local branch at which the tender offer agent accepted the application for the Tender Offer from the shareholder, etc., provided that if a Cancellation Statement is sent, it must reach
the relevant office or branch no later than 15:30 on the last day of the Tender Offer Period.
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