TSE – Notice Concerning Results of Tender Offer for the Common Stock of Tokyo Dome Corporation (Securities Code: 9681) and Change in Subsidiary(252KB)

To whom it may concern:

January 19, 2021

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 Results of Tender Offer for the Common Stock of Tokyo Dome Corporation

(Securities Code: 9681) and Change in Subsidiary

Mitsui Fudosan Co., Ltd. (the “Tender Offeror”) resolved at the meeting of its board of directors held on November 27, 2020 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 commenced the Tender Offer as of November 30, 2020. Since the Tender Offer was completed on January 18, 2021, the Tender Offeror hereby announces the results thereof as follows.

The Tender Offeror also hereby announces that, as a result of the Tender Offer, the Target Company will become a consolidated subsidiary of the Tender Offeror as of January 25, 2021 (the commencement date of settlement for the Tender Offer).

1. Results of the Tender Offer

1. Overview of Purchase, Etc.

1. Name and Address of the Tender Offeror
   Mitsui Fudosan Co., Ltd.
   1-1,Nihonbashi-Muromachi2-chome,Chuo-ku, Tokyo
2. Name of the Target Company
   TOKYO DOME CORPORATION
3. Class of Shares Certificates, Etc. to be Purchased, Etc. Common stock
4. Number of Share Certificates, Etc. to be Purchased

(Note 1) If the total number of the share certificates, etc., tendered in the Tender Offer (the “Tendered Share Certificates, Etc.”) does not reach the minimum number of shares to be purchased (61,805,100 shares), the Tender Offeror will not purchase any of the Tendered Share Certificates, Etc. If the total number of the Tendered Share Certificates, Etc. is not less than

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the minimum number of shares to be purchased, the Tender Offeror will purchase, etc. all of the Tendered Share Certificates, Etc.

(Note 2) In the Tender Offer, the maximum number of shares to be purchased has not been set. The number of shares to be purchased represents the number of shares calculated by deducting, from the number of issued shares as of July 31, 2020 (95,857,420 shares) as described in the 2nd Quarterly Report for the 111th Fiscal Year (the “Target Company Second Quarterly Report”), as filed by the Target Company on September 10, 2020, the number of the treasury shares held by the Target Company as of the same date (3,149,736 shares).

(Note 3) Shares constituting less than a unit (excluding those held by the Target Company) and cross- held shares (the Target Company Stock held by Tokyo Cable Network, Inc., an equity method affiliate of the Target Company) will also be subject to the Tender Offer. The Target Company may purchase its own shares in accordance with procedures stipulated in the laws and regulations during the tender offer period for the Tender Offer (the “Tender Offer Period”) from any shareholders who exercise the right to require the Target Company to purchase shares constituting less than a unit under the Companies Act (Act No. 86 of 2005, as amended).

(Note 4) The Tender Offeror does not intend to acquire, through the Tender Offer, any treasury shares held by the Target Company.

1. Period for Purchase, Etc.

1. Initial Period for Purchase, etc. as of the Filing of Tender Offer Filing Statement

From November 30, 2020 (Monday) through January 18, 2021 (Monday) (31 business days)

1. Possible extension of the Tender Offer Period based on the Target Company’s request N/A

1. Price for Purchase, Etc.
   1,300 yen per share of common stock

2. Results of Purchase, Etc.

1. Outcome of Tender Offer
   The Tender Offer was subject to the condition that if the total number of the Tendered Share Certificates, Etc. was less than the minimum number of the shares to be purchased (61,805,100 shares), the Tender Offeror would not purchase any of the Tendered Share Certificates, Etc. However, as the total number of the Tendered Share Certificates, Etc. (78,637,609 shares) was not less than the minimum number of shares to be purchased (61,805,100 shares), the Tender Offeror will purchase all of the Tendered Share Certificates, Etc., as described in the Public Notice for Commencing the Tender Offer (including certain matters amended by the Amendment to Public Notice for Commencing the Tender Offer dated December 3, 2020) and in the Tender Offer Filing Statement (including certain matter amended by the Amendment to Tender Offer Filing Statement filed on December 7, 2020 and December 16, 2020; hereinafter the same).
2. Date of Public Notice of Results of the Tender Offer, and Name of Newspaper for Public Notice
   Pursuant to the provision of Article 27-13, Paragraph 1 of the Act, on January 19, 2021, at the Tokyo Stock Exchange, the Tender Offeror announced the results of the Tender Offer to news media, by the method prescribed in Article 9-4 of the Financial Instruments and Exchange Act Enforcement Order (Cabinet Order No. 321 of 1965, as amended) and Article 30-2 of the Cabinet Office Ordinance on Disclosure

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Required for Tender Offer for Share Certificates, Etc. by Person Other Than Issuer (Ministry of Finance Ordinance No. 38 of 1990, as amended).

1. Number of Purchased Shares, etc.

1. Ownership Percentage of Share Certificates, Etc. after Purchase, Etc.

(Note 1) The “Number of Voting Rights Represented by Share Certificates, Etc. Owned by Special Related Parties prior to Purchase, Etc.” and the “Number of Voting Rights Represented by Share Certificates, Etc. to be Owned by Special Related Parties after Purchase, Etc.” are the total number of the voting rights represented by the share certificates, etc. held by each of the special related parties.

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(Note 2) The “Total Number of Voting Rights of All Shareholders, Etc. of the Target Company” represents the number of voting rights of all shareholders of the Target Company as of July 31, 2020, as described in the Third Quarterly Report for the 111th Fiscal Year (the “Target Company Third Quarterly Report”), as filed by the Target Company on December 10, 2020 (described on the basis that 1 unit is 100 shares). However, as shares constituting less than a unit and cross-held shares (the Target Company Stock held by Tokyo Cable Network, Inc., an equity method affiliate of the Target Company) were also subject to the Tender Offer, in calculating the “Ownership Percentage of Share Certificates Etc. prior to Purchase, Etc.” and “Ownership Percentage of Share Certificates Etc. after Purchase, Etc.,” the “Total Number of Voting Rights of All Shareholders, Etc. of Target Company” is set to be 927,076 voting rights, represented by 92,707,684 shares, which calculated by deducting, from the number of issued shares as of July 31, 2020 (95,857,420 shares), as described in the Target Company Third Quarterly Report, the number of the treasury shares held by the Target Company as of the same date (3,149,736 shares).

(Note 3) The “Ownership Percentage of Share Certificates Etc. prior to Purchase, Etc.” and the “Ownership Percentage of Share Certificates Etc. after Purchase, Etc.” are rounded to the second decimal places, with 0.005 being rounded up.

1. Calculation in the Case Where Purchase, Etc. will be Conducted by the Proportional Distribution Method
   N/A
2. Method of Settlement

1. Name and Address of the Head Office of the Financial Instruments Business Operators / Banks in Charge of Settlement for Purchase, Etc.

1. Commencement Date of Settlement January 25, 2021 (Monday)
2. Method of Settlement
   A notice of purchase, etc. through the tender offer will be mailed to the address of each tendering shareholder (or the standing proxy agent in the case of non-Japanese shareholders) promptly after the completion of the Tender Offer Period.
   Payment of the price for purchase, etc., will be made in cash. The tendering shareholders are entitled to receive the purchase price for the shares in the tender offer promptly after the commencement date of settlement in a manner designated by the tendering shareholders, such as remittance (a remittance fee may be charged).

3. Policy, Etc. after the Tender Offer and Future Outlook

The policy, etc. after the Tender Offer has not changed from those described in the “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” as announced by the Tender Offeror as of November 27, 2020 (including certain matters amended by “Notice Concerning Execution of the Tender Agreement with Oasis Management Company Ltd. regarding the Tender Offer for the

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Common Stock of Tokyo Dome Corporation (Securities Code: 9681) and Announcement Relating to Partial Amendment to ‘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'” as announced by the Tender Offeror as of December 16, 2020).

The Tender Offeror intends to implement procedures aimed at acquiring all of the Target Company Stock (excluding the Target Company Stock owned by the Tender Offeror and the treasury shares owned by the Target Company) through a series of transactions after the Tender Offer. Although the Target Company Stock is currently listed on the First Section of the Tokyo Stock Exchange, if the Tender Offeror implements such procedures, the Target Company Stock will be delisted pursuant to prescribed procedures in accordance with the Tokyo Stock Exchange’s criteria for delisting. The procedures to be taken will be promptly disclosed by the Target Company once they have been determined.

4. Location at Which Copy of Tender Offer Report Is Available to Public

Mitsui Fudosan Co., Ltd.

(1-1,Nihonbashi-Muromachi2-chome,Chuo-ku, Tokyo)

Tokyo Stock Exchange, Inc.

(2-1, Nihonbashi, Kabuto-cho,Chuo-ku, Tokyo)

II. Change in Subsidiary

1. Reason for Change

As a result of the Tender Offer, the Target Company will become a consolidated subsidiary of the Tender Offeror as of January 25, 2021 (the commencement date of settlement for the Tender Offer).

2. Outline of the Subsidiary to be Changed (the Target Company)

1. Target Company’s Consolidated Results of Operations and Financial Position over the Last 3 Years

(Note) “(vii) Major Shareholders and Shareholding Ratios (as of July 31, 2020)” is based on “Status of Major Shareholders” described in the Target Company Second Quarterly Report.

3. Number of Shares Acquired, Acquisition Price, and Shares Owned Prior to and After the Change

(Note 1) The “Ownership percentage of voting rights” is calculated by having, as the denominator, the number of voting rights (927,076 voting rights), represented by number of shares (92,707,684 shares), which calculated by deducting, from the number of issued shares as of July 31, 2020 (95,857,420 shares), as described in the Target Company Third Quarterly Report, the number of the treasury shares held by the Target Company as of the same date (3,149,736 shares).

(Note 2) The “Ownership percentage of voting rights” is rounded to the second decimal places, with 0.005 being rounded up.

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4. Schedule of Change (scheduled)

January 25, 2021 (Monday) (the commencement date of settlement of the Tender Offer)

5. Future Outlook

The impact of the Tender Offer on the Tender Offeror’s consolidated results for the current fiscal year is currently under review, and, the Tender Offeror will promptly make an announcement as necessary if forecasts should be revised or there are certain matters which should be made public.

In addition, the Target Company’s consolidated balance sheet will be integrated to the Tender Offeror’s consolidated balance sheet as of the end of the fiscal year ending March 2021, and the Target Company’s consolidated profit and loss statement will be integrated to the Tender Offeror’s consolidated profit and loss statement from the beginning the fiscal year ending March 2022.

End.

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This press release is intended to provide information regarding the Tender Offer to the public and has not been prepared for the purpose of soliciting an offer to sell shares. This press release shall neither be, nor constitute a part of, an offer to sell or purchase, or solicitation to sell or purchase, any securities, and neither this press release (or a part of this press release) nor its distribution shall be interpreted to constitute the basis of any agreement in relation to the Tender Offer, and this press release may not be relied upon at the time of entering into any such agreement.

In certain countries or regions, the announcement, issue or distribution of this press release may be restricted by laws or regulations. In such cases, you are required to be aware of such restrictions and comply with the laws and regulations of such countries or regions. This press release does not constitute any solicitation of an offer to sell or offer to purchase shares in relation to the Tender Offer, and shall be considered as a mere distribution of informative materials.

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Disclaimer

Mitsui Fudosan Co. Ltd. published this content on 19 January 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 January 2021 06:17:05 UTC