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Mitsui Fudosan Co., Ltd. Representative

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Mitsui Fudosan Co., Ltd. Representative To whom it may concern: November 27, 2020 Company: Mitsui Fudosan Co., Ltd. Representative: Masanobu Komoda (President & Chief Executive Officer) Securities Code: 8801 (First Section, TSE) Contact: Chiharu Fujioka Managing Officer, General Manager, Corporate Communications Department (Tel: +81-3-3246-3155) Notice Concerning Commencement of Tender Offer for the Common Stock of Tokyo Dome Corporation (Securities Code: 9681) and Execution of the Capital and Business Alliance Agreement Mitsui Fudosan Co., Ltd. (the “Tender Offeror”) hereby announces that today, the Tender Offeror resolved to acquire the common stock (the “Target Company Stock”) of TOKYO DOME CORPORATION (the “Target Company”) (Securities Code: 9681, the First Section of the Tokyo Stock Exchange Inc. (the “Tokyo Stock Exchange”)) through a tender offer (the “Tender Offer”) under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended) (the “Act”), and to enter into a capital and business alliance agreement with the Target Company and The Yomiuri Shimbun Holdings (the “Capital and Business Alliance Agreement”) as follows. 1. Purpose of Purchase, Etc. (1) Overview of the Tender Offer At the meeting of its board of directors held today, the Tender Offeror (a) resolved to acquire all of the Target Company Stock which is listed on the First Section of the Tokyo Stock Exchange, Inc., (excluding the treasury shares held by the Target Company) through the Tender Offer with the aim of making the Target Company a wholly-owned subsidiary of the Tender Offeror (together with a series of procedures designed to make the Tender Offeror as the sole shareholder as described in “(4) Policy for Organizational Restructuring, Etc. After the Tender Offer (Matters Relating to So-called “Two-step Acquisition”)” below (the “Procedures for Making the Target Company A Wholly-Owned Subsidiary”), the “Transaction”), and, following the completion of making the Target Company a wholly-owned subsidiary, transfer 20% of the Target Company Stock then held by the Tender Offeror to The Yomiuri Shimbun Holdings (the “Share Transfer”), and (b) executed an agreement regarding the Share Transfer with The Yomiuri Shimbun Holdings (the “Shareholders Agreement”) (For details of the Shareholders Agreement, please refer to “(b) Shareholders Agreement” of “(6) Matters Concerning Material Agreements Related to the Tender Offer” below.). The Tender Offeror does not own any Target Company Stock and The Yomiuri Shimbun Holdings owns 38,478 shares (holding ratio (Note 1): 0.04%) of the Target Company Stock. (Note 1) “Shareholding ratio” means the ratio to 92,707,684 shares of the Target Company Stock, which is the total number of issued shares as of July 31, 2020 (i.e., 95,857,420 shares) set forth in the “2nd Quarterly Report for the 111th Fiscal Year” (the “Target Company Quarterly Report”), as filed by the Target Company on September 10, 2020, less the number of the treasury shares held by the Target Company as of the same date stated in the Target Company Quarterly Report (i.e., 3,149,736 shares) (rounded off to the second decimal place). 1 To implement the Tender Offer, as stated in “(a) Tender Agreement” of “(6) Matters Concerning Material Agreements Related to the Tender Offer” below, the Tender Offeror, as of today, received a letter from Mizuho Bank, Ltd., the Target Company’s second largest shareholder (number of shares owned: 4,282,324 shares; shareholding ratio: 4.62%; “Mizuho Bank” or the “Tendering Shareholder”), regarding the Tendering Shareholder’s intention to tender all of the Target Company Stock held by it in the Tender Offer (the “Tender Agreement”). Upon the Tender Offer, The Yomiuri Shimbun Holdings made representation to the Tender Offeror that The Yomiuri Shimbun Holdings would tender all of the Target Company Stock held by it (together with the Target Company Stock held by the Tendering Shareholder, the “Prospective Tendered Shares”) in the Tender Offer. The Tender Offeror has not received any letter from The Yomiuri Shimbun Holdings of their intent to tender to the Tender Offer, and has not executed any contract in agreement to tender to the Tender Offer with The Yomiuri Shimbun Holdings. In the Tender Offer, the Tender Offeror has set 61,805,100 shares (shareholding ratio: 66.67%) (Note 2), as the minimum number of shares to be purchased. In the Transaction, the Tender Offeror intends to make the Target Company a wholly-owned subsidiary, and as described in “(b) Share Consolidation” of “(4) Policy for Organizational Restructuring, Etc. After the Tender Offer (Matters Relating to So-called “Two- step Acquisition”)” below, considering that a special resolution at the general meeting of shareholders set forth under Article 309, Paragraph 2 of the Companies Act (Act No. 86 of 2005, as amended) is a requisite upon implementing the share consolidation procedure necessary to make the Target Company a wholly- owned subsidiary, this minimum is set to ensure that the Tender Offeror by itself will be able to satisfy the relevant requisite. If the total number of the share certificates, etc., tendered in the Tender Offer (“Tendered Share Certificates, Etc.”), is less than such minimum number, the Tender Offeror will not purchase, etc. any Tendered Share Certificates, Etc. However, the Tender Offeror aims to obtain all of the Target Company Stock in the Tender Offer (excluding the treasury shares held by the Target Company), and, therefore, has not set a maximum number of shares to be purchased, and, if the total number of Tendered Share Certificates, Etc. is equal to or greater than the minimum number, the Tender Offeror will purchase, etc. all of Tendered Share Certificates, Etc. The minimum number of the shares to be purchased (61,805,100 shares) exceeds the number of shares equivalent to the majority of the shares of the number of shares (88,386,882 shares), which is the total number of issued shares as of July 31, 2020, set forth in the Target Company Quarterly Report (95,857,420 shares) less the number of treasury shares held by the Target Company as of the same date set forth in the Target Company Quarterly Report) (3,149,736 shares) and the sum of the total of the Prospective Tendered Shares (4,320,802 shares), which is 44,193,442 shares (holding ratio: 47.67%) i.e., the majority of the number of Tender Offer Stock held by the shareholders of the Target Company who have no interest in the Tender Offeror, which is the number of shares (48,514,244 shares) exceeding the number equivalent to the so-called “majority of minority” plus the total of the Prospective Tendered Shares (4,320,802 shares). (Note 2) The minimum number of the shares to be purchased (61,805,100 shares) is the number of shares obtained by multiplying one unit (100 shares) of the Target Company Stock by the number of voting rights (618,051 rights) that is two-thirds of the voting rights or more (927,076 rights) of the number of shares (92,707,684 shares), which is the total number of issued shares as of July 31, 2020 set forth in the Target Company Quarterly Report (95,857,420 shares) less the number of treasury shares held by the Target Company as of the same date set forth in the Target Company Quarterly Report) (3,149,736 shares), which is 61,805,100 shares. As the Tender Offeror aims to make the Target Company a wholly-owned subsidiary of the Tender Offeror through the Tender Offer, if the Tender Offeror fails to acquire all of the Target Company Stock through 2 the Tender Offer (excluding the treasury shares held by the Target Company), the Tender Offeror intends to acquire all of the Target Company Stock by implementing the Procedures for Making the Target Company A Wholly-Owned Subsidiary as stated in “(4) Policy for Organizational Restructuring, Etc. After the Tender Offer (Matters Relating to So-called “Two-step Acquisition”)” below. The Tender Offeror plans to implement the Share Transfer to strengthen the existing relationship between the Target Company and The Yomiuri Shimbun Holdings, and the voting rights ratio of the Tender Offeror and The Yomiuri Shimbun Holdings in the Target Company following the Share Transfer will be 80% and 20%, respectively. Please refer to “(iii) Background and Purposes of the Tender Offeror’s Implementation of the Tender Offer,” “(a) Background to, purpose and decision-making process of the Tender Offer” of “ (2) Background to, Purpose and Decision-Making Process of the Tender Offer, and Management Policy After the Tender Offer” below for the details regarding the background and course of events and the like at the Tender Offeror including the strengthening of the relationship between the Target Company and The Yomiuri Shimbun Holdings. In addition, for the details of the Shareholders Agreement, please refer to “(b) Shareholders Agreement” of “(6) Matters Concerning Material Agreements Related to the Tender Offer” below. According to the “Notice Concerning Expressing an Opinion to Support the Tender Offer for the Company Stock by Mitsui Fudosan Co., Ltd. and Recommendation of the Tender Thereto, and Execution of the Capital and Business Alliance Agreement” (the “Target Company Press Release”) that was announced by the Target Company today, the Target Company at the meeting of its board of directors held today approved a resolution to express its opinion in favor of the Tender Offer and to recommend that shareholders of the Target Company tender their shares in the Tender Offer. For details of the foregoing resolution of the board of directors of the Target Company, please refer to the Target Company Press Release and “(vi) Unanimous Approval of All Non-interested Directors of the Target Company and Unanimous Opinion of No Objection from Auditors,” of “Measures to Ensure the Fairness of the Tender Offer Price and to Avoid Conflicts of Interest, and Measures to Ensure the Fairness of the Tender Offer” under “(b) Background of Calculation” of “(4) Basis, Etc.
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