Notice Concerning the Results of the Tender Offer for Kitamura Co., Ltd. Shares (Stock Code: 2719)

2018.06.27 Press Releases
CK Holdings Co., Ltd. President and CEO Noriyuki Takeda

CK Holdings Co., Ltd. (hereinafter referred to as the "Tender Offeror")) on May 15, 2018, Kitamura Co., Ltd. (Securities Code: 2719, Tokyo Stock Exchange, Inc. (hereinafter referred to as the "Tokyo Stock Exchange")) listed on the Second Section of the Stock Exchange, hereinafter referred to as the "Target Company.") common shares (hereinafter referred to as the "Target Shares"). ) 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 May 16, 2018. We hereby announce that the Tender Offer was completed on June 26, 2018, as detailed below.

Note
1. Overview of the Tender Offer
(1) Name and address of the Tender Offeror
CK Holdings Co., Ltd.
16-17 Nanpeidaicho, Shibuya-ku, Tokyo

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

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

(4) Number of shares to be purchased

(Note 1) If the total number of tendered shares is less than the minimum number of shares to be purchased (7,721,500 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, all of the tendered shares will be purchased.
(Note 2) In this Tender Offer, there is no upper limit on the number of shares to be purchased. Therefore, the number of shares to be purchased will be the number set forth in the Target Company's consolidated financial results for the fiscal year ending March 2018 (Japanese GAAP) published on May 15, 2018 (hereinafter referred to as the "Target Company's Financial Results"). Culture Convenience Club Co., Ltd. (hereinafter referred to as "CCC"), which has agreed not to tender its shares in the Tender Offer from the number of issued shares (20,918,252 shares) as of March 31, 2018, as stated in its Shareholders' Agreement. ) (6,207,900 shares) and the number of treasury shares held by the Target as of March 31, 2018 (24,079 shares) as set forth in the Target's Summary of Financial Results.
(Note 3) Shares less than one unit are also 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 request 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 buy back 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.

(5) Purchase Period
① Initial purchase period after notification
From Wednesday, May 16, 2018 to Tuesday, June 26, 2018 (30 business days)

② Possibility of extension based on the request of the target person
Not applicable.

(6) Purchase price
1,230 yen per common share

2. Results of the Tender Offer
(1) Success or failure of the tender offer
The Tender Offer had a condition that if the total number of tendered shares did not reach the minimum number of shares to be purchased (7,721,500 shares), none of the tendered shares would be purchased. However, since the total number of tendered shares (13,548,187 shares) exceeded the minimum number of shares to be purchased (7,721,500 shares), the Tender Offeror has decided to purchase all of the tendered shares. The same applies below. ) and the Tender Offer Registration Statement (including the matters amended by the Amendment to the Tender Offer Registration Statement filed on May 21, 2018. The same applies below. ) we will purchase all of the tendered shares.

(2) Date of announcement of the results of the tender offer and name of newspaper in which the announcement was published
Pursuant to the provisions of 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. Hereinafter referred to as the "Prefectural Ordinance.") The results of the Tender Offer were announced to the media on June 27, 2018, 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 represented by share certificates, etc. held by special related parties before the purchase, etc." and the "Number of voting rights represented by share certificates, etc. held by special related parties after the purchase, etc." are the voting rights of each special related party (excluding, however, those special related parties who are excluded from special related parties pursuant to Article 3, Paragraph 2, Item 1 of the Cabinet Office Ordinance in calculating the ownership ratio of share certificates, etc. under each item of Article 27-2, Paragraph 1 of the Act). ) represents the total number of voting rights associated with the shares, etc. held by
(Note 2) The "Number of voting rights of all shareholders of the Target Company" is the number of voting rights of all shareholders as of December 31, 2017 (based on the number of shares in one unit being 100 shares) as stated in the Target Company's 84th Fiscal Year Third Quarter Report submitted on February 14, 2018. However, since 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 number of voting rights (208,941) represented by the number of shares (20,894,173 shares) obtained by deducting the number of treasury shares held by the Target Company as of March 31, 2018 (24,079 shares) from the number of issued shares as of the same date (20,918,252 shares) set forth in the Target Company's Summary of Financial Results was used as the denominator.
(Note 3) 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)
Nomura Securities Co., Ltd. 1-9-1 Nihonbashi, Chuo-ku, Tokyo

② Payment start date
Tuesday, July 3, 2018

③ Payment method
After the end of the tender offer period, a notice of purchase, etc. pursuant to the tender offer will be mailed to the address of the tendering shareholders, etc. (or the standing proxy in the case of foreign shareholders, etc.) without delay.
The purchase will be made by cash. Tendering shareholders, etc. will be able to receive the sale proceeds from the tender offer without delay after the settlement commencement date by the method instructed by the Tendering Shareholders, etc., such as remittance (remittance fees may apply). ).

3. Post-Tender Offer Policies and Future Outlook
There will be no changes to the policies and other matters following the Tender Offer from those stated in the public notice of the commencement of the Tender Offer and the Tender Offer Registration Statement.
Following the results of the Tender Offer, the Tender Offeror and CCC plan to implement a series of procedures to ensure that the Tender Offeror and CCC remain the only shareholders of the Target Company. The Target Company's shares are currently listed on the Second Section of the Tokyo Stock Exchange. However, if the procedures are implemented, the Target Company's shares will be delisted after going through the prescribed procedures in accordance with the Tokyo Stock Exchange's delisting criteria. After delisting, the Target Company's shares will no longer be traded on the Tokyo Stock Exchange. Future procedures will be decided in consultation with the Target Company and will be announced by the Target Company promptly once determined.

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

Above

Materials related to this matter

Notice Concerning the Results of the Tender Offer for Kitamura Co., Ltd. Shares (Stock Code: 2719)

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