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Notice Regarding Results of Tender Offer for Shares of Relia, Inc. (Securities Code: 4708)

Jun. 29, 2023


Mitsui & Co., Ltd.
Otemachi Holdings G.K.


Main Contents

Otemachi Holdings G.K., a godo kaisha all of whose equity is held by Mitsui & Co., Ltd. ("Mitsui & Co.") (location of head office: Chiyoda-ku, Tokyo, executor: Kensuke Yoshida; the "Offeror," and together with Mitsui & Co., the "Offeror Parties") had decided, on May 29, 2023, that it would acquire shares of the common stock (the "Target's Stock") of Relia, Inc. (securities code: 4708), a company listed on the Prime Market of Tokyo Stock Exchange, Inc. (the "TSE") (the "Target") through a tender offer (the "Tender Offer") under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; the "Act") and related laws and regulations and commenced the Tender Offer from May 30, 2023. The Tender Offer has been concluded on June 28, 2023, as follows:

1. Outline of the Tender Offer

(1) Name and address of the Offeror

Otemachi Holdings G.K.
2-1, Otemachi 1-chome, Chiyoda-ku, Tokyo

(2) Name of the Target

Relia, Inc.

(3) Class of shares pertaining to the purchase

Common Stocks

(4) Number of shares to be purchased

Number of tendered shares to be purchased Minimum number of tendered shares to be purchased Maximum number of tendered shares to be purchased
41,130,641 shares 19,518,000 shares - shares

(Note 1) If the total number of the shares tendered in the Tender Offer (the "Tendered Shares") is less than the minimum number of tendered shares to be purchased in the Tender Offer (19,518,000 shares), the Offeror Parties will purchase etc. none of the Tendered Shares. If the total number of the Tendered Shares is no less than the minimum number of tendered shares to be purchased in the Tender Offer, the Offeror Parties will purchase etc. all of the Tendered Shares.
(Note 2) The number of tendered shares to be purchased (41,130,641 shares) is the maximum number of the Target's Stock that the Offeror Parties shall acquire by the Tender Offer. Such maximum number of shares to be purchased is the total number of issued shares as of March 31, 2023 as stated in the "Summary of Consolidated Financial Results for the Year Ended March 31, 2023 (Based on Japanese GAAP)" filed by the Target on May 12, 2023 (the "Target's Summary Securities Report") (64,838,033 shares), less the number of treasury shares owned by the Target as of March 31, 2023 as stated in the Target's Summary Securities Report (192 shares) and the number of shares owned by Mitsui & Co. as of the same date (23,707,200 shares).
(Note 3) Shares less than one unit are also subject to the Tender Offer. If a shareholder exercises the right to demand purchase of shares less than one unit pursuant to the Companies Act (Act No. 86 of 2005, as amended; hereinafter the same), the Target may purchase its shares during the tender offer period for the Tender Offer (the "Tender Offer Period") in accordance with statutory procedures.
(Note 4) The treasury shares held by the Target are not scheduled to be acquired through the Tender Offer.

(5) Tender offer period

(I) Tender offer period
From May 30, 2023 (Tuesday) to June 28, 2023 (Wednesday) (22 business days)

(II) Possibility of extension upon request by the Target
There are no applicable items.

(6) Price of tender offer

1,465 yen per share of the common stock

2. Results of tender offer

(1) Outcome of tender offer

In the Tender Offer, the Offeror Parties set conditions that if the total number of the Tendered Shares is less than the minimum number of tendered shares to be purchased in the Tender Offer (19,518,000 shares), the Offeror Parties will purchase etc. none of the Tendered Shares. However, the total number of the Tendered Shares (34,843,998 shares) was no less than the minimum number of tendered shares to be purchased in the Tender Offer (19,518,000 shares), and the Offeror Parties will purchase etc. all of the Tendered Shares as described in the public notice of the commencement of the Tender Offer and the tender offer statement.

(2) Date of public notice of the results of the tender offer and the name of the newspaper publishing such notice

Pursuant to the provisions of Article 27-13, Paragraph 1 of the Act, the results of the Tender Offer were announced to the press at the TSE on June 29, 2023 in accordance with the procedures prescribed in Article 9-4 of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended) and Article 30-2 of the Cabinet Office Ordinance on Disclosure of Tender Offer for Share Certificates, etc. by Persons Other than Issuers (Ministry of Finance Order No. 38 of 1990, as amended).

(3) Number of purchased shares

Class of Shares (i) Number of Subscription Converted into Shares (ii) Number of Purchases Converted into Shares
Shares Certificates 34,843,998 shares 34,843,998 shares
Certificate of stock acquisition rights - -
Certificate of corporate bonds with stock acquisition rights - -
Beneficiary certificate of trust of shares
(                    )
- -
Depository receipt for shares
(                    )
- -
Total 34,843,998 shares 34,843,998 shares
(Total of potential shares) - -

(4) Percentage of ownership ratio of share certificates, etc. after the tender offer

Number of voting rights pertaining to the share certificates, etc. held by the Offeror before the Tender Offer - (Ownership ratio of the share certificates, etc. before the Tender Offer -%)
Number of voting rights pertaining to the share certificates, etc. held by special related parties before the Tender Offer 237,072 (Ownership ratio of the share certificates, etc. before the Tender Offer 36.56%)
Number of voting rights pertaining to the share certificates, etc. held by the Offeror after the Tender Offer 348,439 (Ownership ratio of the share certificates, etc. after the Tender Offer 53.74%)
Number of voting rights pertaining to the share certificates, etc. held by special related parties after the Tender Offer 237,072 (Ownership ratio of the share certificates, etc. after the Tender Offer 36.56%)
Total number of voting rights of all shareholders, etc. of the Target 648,283  

(Note 1) "Number of voting rights pertaining to the share certificates, etc. held by special related parties before the Tender Offer" and "Number of voting rights pertaining to the share certificates, etc. held by special related parties after the Tender Offer" are the total number of voting rights pertaining to the share certificates, etc. held by special related parties.
(Note 2) "Total number of voting rights of all shareholders, etc. of the Target" is the number of the voting rights of all shareholders as of September 30, 2022 as described in the "Third Quarterly Report for the 36th Fiscal Period" submitted by the Target on February 8, 2023 (the number of shares in one unit is stated as 100 shares). However, because shares less than one unit were also subject to the Tender Offer, "Ownership ratio of the share certificates, etc. before the Tender Offer" and "Ownership ratio of the share certificates, etc. after the Tender Offer" are calculated based on the denominator of the number of voting rights (648,378) pertaining to the number of shares (64,837,841 shares) of the total number of issued shares as of March 31 2023 as indicated in the Target's Summary Securities Report (64,838,033 shares) less the number of treasury shares owned by the Target as of March 31, 2023 as indicated in the Target's Summary Securities Report (192 shares).
(Note 3) "Ownership ratio of the share certificates, etc. before the Tender Offer" and "Ownership ratio of the share certificates, etc. after the Tender Offer" are indicated by rounding to the second decimal place.

(5) Calculation when tender offer is conducted by the pro rata method

Not applicable.

(6) Method of settlement

(I) Name and address of the head office of financial instruments business operators or banks etc. in charge of the settlement of purchase
Nomura Securities Co., Ltd. 13-1, Nihombashi 1-chome, Chuo-ku, Tokyo

(II) Commencement date of settlement
July 5, 2023 (Wednesday)

(III) Method of settlement
A notice of purchase, etc. through the Tender Offer shall be mailed to the address of the person that accepts the offer for the purchase or makes an offer for sales of share certificates, etc. related to the Tender Offer (the "Tendering Shareholder") (or the addresses of standing proxies in the case of non-resident shareholders (including corporate shareholders) having no account for transaction at the tender offer agent) without delay after the expiry of the Tender Offer Period.
Payment for the shares will be made in money. The Tendering Shareholders may receive the proceeds from the Tender Offer without delay on or after the commencement date of the settlement by remittance or other means instructed by the Tendering Shareholders (Remittance charges may apply.).

3. Policies after tender offer and future prospects

With respect to the policies after the Tender Offer and future prospects, there is no change to the matters described in the "Notice Regarding Commencement of Tender Offer for Shares of Relia, Inc. (Securities Code: 4708) by Otemachi Holdings G.K. in Connection with Business Integration of Relia, Inc. and KDDI Evolva, Inc." announced by Mitsui & Co. on May 29, 2023.
As announced in the said press release, following the results of the Tender Offer, the Offeror Parties plan to implement procedures to acquire all of the Target's Stock (excluding the Target's Stock held by the Offeror Parties and the treasury shares held by the Target) by way of a demand for share cash-out. The shares of the Target's Stock are listed on the Prime Market of the TSE as of today. If such procedures are implemented, the Target's Stock will be delisted through the prescribed procedures in accordance with the TSE's delisting criteria. After the delisting of the Target's Stock, the shares of the Target's Stock may no longer be traded on the Prime Market of the TSE. Future procedures will be announced by the Target as soon as they are determined. After the completion of the above procedures, the business integration of the Target and KDDI Evolva, Inc. is scheduled to take place around September 2023.

4. Places where copy of the tender offer report is to be made available for public inspection

Otemachi Holdings G.K.
(2-1, Otemachi 1-chome, Chiyoda-ku, Tokyo)

Tokyo Stock Exchange, Inc.
(2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo)

Information

For inquiries on this matter, please contact

Mitsui & Co., Ltd.
Investor Relations Division
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Mitsui & Co., Ltd.
Corporate Communications Division
Telephone: +81-80-5912-0321
Facsimile: +81-3-3285-9819
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