BANDAI NAMCO Holdings Inc. Name of Representative
October 9, 2019 Name of listed company: BANDAI NAMCO Holdings Inc. Name of representative: Mitsuaki Taguchi, President and Representative Director (Code Number: 7832 TSE 1st section) Contact: Yuji Asako, Director, Division General Manager of the Corporate Planning Division (TEL: 03-6634-8800) Notice Regarding Commencement of Tender Offer for Stock in SOTSU CO., LTD. (Securities Code:3711) BANDAI NAMCO Holdings Inc. (the “Company” or the “Tender Offeror”) announces that it adopted a resolution at its board of directors meeting held today as below to acquire common stock in SOTSU CO., LTD. (the Tokyo Stock Exchange, Inc., the “Tokyo Stock Exchange”, JASDAQ Standard Market, the “JASDAQ Standard Market,” securities code:3711; the “Target Company” and the “Target Company’s Common Stock”) through a tender offer (the “Tender Offer”) under the Financial Instruments and Exchange Act (Act No. 25 of 1948, including subsequent amendments; “Act”). 1. Purpose, Etc. of Purchase, Etc. (1) Overview of the Tender Offer As of the date hereof, the Tender Offeror holds 3,340,000 shares of common stock of the Target Company (the “Target Company’s Common Stock”) (shareholding ratio: 22.79% (Note)) which are listed on JASDAQ Standard Market (the “JASDAQ Standard Market”), and the Target Company is an affiliate of the Company to which the equity-method is applicable. The Tender Offeror resolved at the meeting of its board of directors held on October 9, 2019, to implement the Tender Offer as part of transactions (the “Transactions”) for the purpose of acquiring all of the Target Company’s Common Stock (excluding the Target Company’s Common Stock held by the Tender Offeror and the 1 treasury shares held by the Target Company; hereinafter the same shall apply) and making the Target Company a wholly-owned subsidiary of the Tender Offeror.
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