Notice regarding commencement of tender offer for Photocreate Co., Ltd. shares (securities code 6075)

2016.08.10 Press Releases
Photolife Research Institute Co., Ltd.

Representative name: Representative Director and President Noburu Takeda
For inquiries, please contact Culture Convenience Club Co., Ltd.
Executive Officer, President's Office Manager, Kenji Nakanishi
(TEL. 03-6800-3570)

Photolife Research Institute Co., Ltd. (hereinafter referred to as the "Tender Offeror")) announced on August 10, 2016 that it has acquired Photocreate Co., Ltd. (Securities Code: 6075, Tokyo Stock Exchange Mothers Market, hereinafter referred to as the "Target Company"). ) common shares (hereinafter referred to as the "Target Shares"). ) and the Stock Acquisition Rights (the "Stock Acquisition Rights" and the name of each Stock Acquisition Right are defined in "② Stock Acquisition Rights" of "(2) Types of Share Certificates, etc. to be Purchased, etc." below. The same applies below. ) to the Financial Instruments and Exchange Act (Act No. 25 of 1948. Includes subsequent amendments. ) (hereinafter referred to as the "Tender Offer"). We are pleased to announce that we have decided to acquire the shares through the

The Tender Offeror will acquire and hold the Target Company's common shares and the Stock Acquisition Rights through a transaction with Culture Convenience Club Co., Ltd. ("CCC"). ) on July 11, 2016, and CCC owns all of its issued shares.
On August 10, 2016, the Tender Offeror announced that it would acquire all of the Target Company Shares and Stock Acquisition Rights (excluding the Target Company Shares held by CCC and the treasury shares held by the Target Company). ) and make the Target a wholly owned subsidiary of CCC (including indirect ownership). ) (hereinafter referred to as the "Transaction"). ) and will be conducting this tender offer.

The Tender Offer will be conducted as part of the Transaction, the details of which are as follows:

(1) Name of the target person
　　PhotoCreate Co., Ltd.

(2) Types of Shares, etc. to be Purchased
　　① Common stock
　　② Stock acquisition rights
　　　i) Stock acquisition rights issued pursuant to the resolution of the extraordinary general meeting of shareholders held on June 26, 2008 (hereinafter referred to as the "Second Stock Acquisition Rights"). )
　　　ii) Stock acquisition rights issued pursuant to a resolution of the Board of Directors meeting held on September 26, 2014 (hereinafter referred to as the "Third Stock Acquisition Rights," and the "Second Stock Acquisition Rights" and "Third Stock Acquisition Rights" are collectively referred to as the "Stock Acquisition Rights"). )

(3) Purchase price
　　① 1,950 yen per common share
　　② 70,000 yen per second stock acquisition right
　　　58,000 yen per third stock acquisition right

(4) Purchase period
　　From Friday, August 12, 2016 to Monday, September 26, 2016 (30 business days)

(5) Settlement start date
　　Friday, September 30, 2016

(6) Number of shares to be purchased
　　Planned number of shares to be purchased: 1,149,524 shares
　　Minimum planned purchase amount: 690,062 shares
　　No upper limit on planned purchase quantity

(7) Tender Offer Agent
　　SMBC Nikko Securities Inc. 3-3-1 Marunouchi, Chiyoda-ku, Tokyo

The specific details of the Tender Offer will be announced in the Tender Offeror's announcement dated August 12, 2016.
Please refer to the tender offer statement to be filed on the date.

Materials related to this matter

Notice regarding commencement of tender offer for Photocreate Co., Ltd. shares (securities code 6075)