Notice Concerning the Results of the Tender Offer for the Shares of Photocreate Co., Ltd. (Securities Code: 6075)

2016.09.27 Press Releases
Photolife Research Institute Co., Ltd.

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, Inc. (hereinafter referred to as "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" under "(3) Types of Share Certificates, etc. Subject to the Purchase, etc." in "1. Overview of the Purchase, etc." below. ) to the Financial Instruments and Exchange Act (Act No. 25 of 1948. Includes subsequent amendments. Hereinafter referred to as "the Law.") (hereinafter referred to as the "Tender Offer"). ) and commenced the Tender Offer on August 12, 2016. We hereby announce that the Tender Offer was completed on September 26, 2016, as detailed below.

1. Overview of the Tender Offer
(1) Name and address of the Tender Offeror
Name: Photolife Research Institute Co., Ltd.
Address: 16-17 Nanpeidaicho, Shibuya-ku, Tokyo

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

(3) Types of Shares, etc. Subject to the Purchase, etc.
① Common stock

② Stock acquisition rights
i) Stock acquisition rights issued based on 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 held on September 26, 2014 (hereinafter referred to as
The "Third Stock Acquisition Rights" and the "Second Stock Acquisition Rights" and the "Third Stock Acquisition Rights" are referred to below.
The Stock Acquisition Rights are collectively referred to as the "Stock Acquisition Rights.")

(4) Number of shares to be purchased

(Note 1) The shares tendered in response to the Tender Offer (hereinafter referred to as the "Tendered Shares")If the total number of tendered shares is less than the minimum number of shares to be purchased (690,062 shares), none of the tendered shares will be purchased. If the total number of tendered shares is equal to or exceeds the minimum number of shares to be purchased (690,062 shares), all of the tendered shares will be purchased.
(Note 2) The Tender Offeror has not set an upper limit on the number of shares to be purchased, and the number of shares to be purchased is the maximum number of shares (1,149,524 shares) that the Tender Offeror will acquire through the Tender Offer. The maximum number of shares is set forth in the "Financial Results Summary for the Fiscal Year Ended June 2016 (Japanese GAAP) (Non-Consolidated)" published by the Target on August 10, 2016 (hereinafter referred to as the "Target's Financial Results Summary"). ) (1,394,500 shares), minus (i) the number of treasury shares held by the Target Company that the Target Company does not plan to acquire through the Tender Offer (76 shares) and (ii) the number of Target Company Shares held by Culture Convenience Club Co., Ltd., which has agreed not to tender in the Tender Offer (382,000 shares), plus (ii) the total number of Target Company Shares underlying each Stock Acquisition Right as of June 30, 2016 (137,100 shares), which is 1,149,524 shares.
(Note 3) Shares less than one unit will also be subject to the Tender Offer. In addition, the Companies Act (Act No. 86 of 2005)Includes subsequent amendments. ), if a shareholder exercises their right to demand the purchase of their shares less than one unit, the Target Company will, in accordance with the procedures of laws and regulations, terminate the tender offer period (the "Tender Offer Period"). ) may purchase its own shares during the period.
(Note 4) There are no plans to acquire treasury shares held by the Target Company through the Tender Offer.
(Note 5) The Target Company Shares issued or transferred upon exercise of the Stock Acquisition Rights by the last day of the Tender Offer Period will also be subject to the Tender Offer.

(5) Purchase Period
① Initial purchase period after notification
　From Friday, August 12, 2016 to Monday, September 26, 2016 (30 business days)
day)
② Whether there is a possibility of an extension based on the request of the person in question
Not applicable.

(6) 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

2. Results of the Tender Offer
(1) Success or failure of the tender offer
The Tender Offer was subject to the condition that if the total number of tendered shares was less than the minimum number of shares to be purchased (690,062 shares), none of the tendered shares would be purchased. However, since the total number of tendered shares (1,015,988 shares) exceeded the minimum number of shares to be purchased (690,062 shares), all of the tendered shares will be purchased as stated in the public notice of the commencement of the tender offer and the tender offer registration statement.

(2) Date of announcement of the results of the tender offer and name of newspaper in which the announcement was published
Based on Article 27-13, Paragraph 1 of the Act, the Financial Instruments and Exchange Act Enforcement Order (Cabinet Order No. 321 of 1965. Includes subsequent amendments. ) Article 9-4 and the Cabinet Office Ordinance on Disclosure of Tender Offers for Shares, etc. by Persons Other than the Issuer (Ministry of Finance Ordinance No. 38 of 1990. Includes subsequent amendments. ) The results of the Tender Offer were announced to the media on September 27, 2016, on the Tokyo Stock Exchange, in accordance with the method set forth in Article 30-2 of the Tender Offer.

(3) Number of shares purchased

(4) Share ownership ratio after the purchase

(Note 1) The "number of voting rights of all shareholders of the Target Company" is the number of voting rights of all shareholders according to the shareholder register based on the record date immediately preceding the 15th fiscal year third quarterly report (December 31, 2015) as stated in the Target Company's 15th fiscal year third quarterly report submitted on May 13, 2016. However, because the Stock Acquisition Rights and shares less than one unit were also subject to the Tender Offer, in calculating the "Ownership Percentage of Shares before the Tender Offer" and the "Ownership Percentage of Shares after the Tender Offer," the denominator used was the number of voting rights (15,315) represented by the number of shares (1,531,524 shares), calculated by deducting the number of treasury shares held by the Target that are not planned to be acquired through the Tender Offer (76 shares) from the total number of issued shares (1,394,500 shares) as of June 30, 2016, as stated in the Target's Summary of Financial Results, and adding the total number of Target's Shares underlying each of the Stock Acquisition Rights as of June 30, 2016 (137,100 shares).
(Note 2) The "Ownership ratio of shares prior to the Tender Offer" and the "Ownership ratio of shares after the Tender Offer" are rounded to two decimal places.

(5) Calculation when purchases are made using the pro rata method
Not applicable.

(6) Payment Method
① Name and head office address of financial instruments business operator, bank, etc. that will settle purchases, etc.
(Tender Offer Agent)
SMBC Nikko Securities Inc. 3-3-1 Marunouchi, Chiyoda-ku, Tokyo

② Payment start date
Friday, September 30, 2016

③ Payment method
After the end of the Tender Offer Period, a notice of the purchase, etc. pursuant to the Tender Offer will be mailed to the address or location of the tendering shareholders, etc. (or their standing proxies in the case of foreign shareholders, etc.) without delay. In addition,
For applications from Nikko EasyTrade, the documents will be sent electronically.
The purchase will be made in cash. The proceeds from the sale of the purchased shares will be paid to the tendering shareholders, etc.
(or in the case of foreign shareholders, their standing proxy) without delay after the settlement start date.
The tender offer agent will designate the tendering shareholders (or their standing proxies in the case of foreign shareholders)
We will send the money to the location you specified.

3. Place where copies of the tender offer report will be made available for public inspection
Photolife Research Institute Co., Ltd. 16-17 Nanpeidai-cho, Shibuya-ku, Tokyo
Tokyo Stock Exchange, Inc. 2-1 Nihonbashi Kabutocho, Chuo-ku, Tokyo

End

Materials related to this matter

Notice Concerning the Results of the Tender Offer for the Shares of Photocreate Co., Ltd. (Securities Code: 6075)

Inquiries regarding this matter
Culture Convenience Club Co., Ltd.
Executive Officer, President's Office Manager, Kenji Nakanishi
TEL.03-6800-3570