BANDAI NAMCO Holdings Inc. made an offer to acquire the remaining 77.2% stake in Sotsu Co.,Ltd. (JASDAQ:3711) from Yuji Nasu, Morgan Stanley, Investment Banking and Brokerage Investments and others for ¥35.1 billion on October 9, 2019. BANDAI will pay ¥3100 per share. Payment of the purchase price will be made in cash. Under the terms of the transaction, BANDAI NAMCO will acquire a minimum of 7.21 million shares from Yuji Nasu, who is the Founder Shareholder for Sotsu Co.,Ltd. If, upon completion of the tender offer, BANDAI owns 90% or more of the voting rights of all shareholders of Sotsu, BANDAI plans to request all of Sotsu's shareholders to sell their shares. In the demand for Shares Cash-Out, BANDAI plans to set forth that the amount equivalent to the Tender Offer Price will be delivered to the Sotsu's shareholders as the per share price of Sotsu's Common Stock. If, upon the completion of the Tender Offer, BANDAI owns less than 90% of Sotsu's voting rights, BANDAI plans to request Sotsu to hold an extraordinary shareholders' meeting to approve share consolidation. The number of Sotsu's Common Stock owned by the shareholders of Sotsu will be changed in proportion to the ratio for the Share Consolidation approved at the Extraordinary Shareholders' Meeting. If the aggregate number of the tendered share certificates, Etc. does not amount to the minimum number of shares to be purchased (7.21 million shares), BANDAI will not purchase any of the Tendered Share Certificates, Etc. If the aggregate number of the Tendered Share Certificates, Etc. is equal to or greater than the minimum number of shares to be purchased (7.21 million shares), BANDAI will purchase all of the Tendered Share Certificates, Etc. BANDAI NAMCO aims to make Sotsu Co.,Ltd. its wholly-owned subsidiary, if BANDAI NAMCO fails to acquire all of Sotsu's common stock through the tender offer, after completion of the tender offer, BANDAI plans to acquire all of the Sotsu's common stock through implementing a series of procedures to make the BANDAI the sole shareholder of Sotsu. BANDAI intends to delist Sotsu post completion of the offer.

The members of the Board of Directors of each company of Sotsu group will be determined after the implementation of the Tender Offer.

In the offer, BANDAI has set 7.21 million shares (shareholding ratio: 49.2% stake), which is equal to the number of the prospective tendered shares, as the minimum number of the shares to be purchased, and, if the total number of the share certificates, etc., the sale of which is proposed in response to the offer is less than such minimum number, BANDAI will not purchase any of tendered share certificates, etc. However, BANDAI intends to obtain all of the Sotsu's common stock in the offer, and, therefore, has not set the maximum number of the shares to be purchased, and, if the total number of tendered share certificates, etc., is equal to or more than the minimum number, BANDAI will purchase all of tendered share certificates, etc. On October 9, 2019, Sotsu resolved at the meeting of the board of directors to express an opinion supporting the tender offer and recommended the shareholders of Sotsu to tender their shares in the tender offer. BANDAI established a special committee consisting of Katsuhisa Nakajima, Kentaro Suzuki and Katsuhumi Mizuno to consider the proposal of the transactions. The transaction is considered fair by the independent committee. As of November 5, 2019, RMB Capital, an independent investment advisory firm, opposed the tender offer and demanded that the board of directors and the special committee at Sotsu comply with the revised MBO guidelines and protect the interest of minority shareholders. RMB Capital also demanded that Bandai Namco explain how the transactions with the founding family of Sotsu are compliant with regulatory guidelines in Japan. The offer period has been set at 30 business days from October 10, 2019 to November 25, 2019. AGS Consulting Co,. Ltd. acted as financial advisor to BANDAI NAMCO Holdings Inc. TMI Associates acted as legal advisor to BANDAI NAMCO Holdings Inc. and Sotsu Co.,Ltd. PwC Advisory LLC acted as financial advisor to BANDAI NAMCO Holdings Inc. Nomura Securities Co., Ltd. acted as the tender offer agent in the transaction.