Notice Regarding Results of Tender Offer for Stock in SOTSU CO., LTD. (Securities Code: 3711) 150.2 KB

November 26, 2019

Name of listed company: BANDAI NAMCO Holdings Inc. Name of representative:

Mitsuaki Taguchi,

President and Representative Director

(Code Number: 7832 TSE 1st section)

Contact: Yuji Asako,

Director, Division General

Manager of the Corporate Planning Division

(TEL: [phone])

Notice Regarding Results of Tender Offer for Stock in SOTSU CO., LTD. (Securities Code: 3711)

BANDAI NAMCO Holdings Inc. (the "Company" or the "Tender Offeror") adopted a resolution at its board of directors meeting held on October 9, 2019, to acquire common stock in SOTSU CO., LTD. (the Tokyo Stock Exchange, Inc., JASDAQ Standard Market, securities code: 3711; the "Target Company") through a tender offer (the "Tender Offer") under the Financial Instruments and Exchange Act (Act No. 25 of 1948, including subsequent amendments; "Act"). Since the Tender Offer was completed on November 25, 2019, the Tender Offeror hereby announces the results thereof, as follows.

1. Outline of Purchase, Etc.

1. Name and Address of the Tender Offeror

Name:	BANDAI NAMCO Holdings Inc.
Address:	37-8, Shiba 5-chome,Minato-ku, Tokyo

1. Name of the Target Company SOTSU CO., LTD.
2. Class of Shares Certificates, Etc. to be Purchased, Etc. Common stock

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1. Number of Share Certificates, Etc. to be Purchased

Number of shares to be	Minimum number of shares	Maximum number of shares to be
purchased	to be purchased	purchased
11,314,255 (shares)	7,210,000 (shares)	－ (shares)

(Note 1) If the aggregate number of the share certificates, etc. tendered in the Tender Offer (the "Tendered Share Certificates, Etc.") does not amount to the minimum number of shares to be purchased (7,210,000 shares), the Tender Offeror 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 (7,210,000 shares), the Tender Offeror will purchase all of the Tendered Share Certificates, Etc.

(Note 2) Since a maximum number of shares to be purchased has not been set in the Tender Offer, the number of share certificates, etc. to be purchased, as indicated in the column "Number of shares to be purchased" above, is obtained by deducting the sum of (a) the number of treasury shares held by the Target Company as of August 31, 2019 (345,745 shares) and (b) the number of shares held by the Tender Offeror as of October 9 2019 (3,340,000 shares) from the total number of issued shares as of August 31, 2019 (15,000,000 shares) indicated in the "Summary of Consolidated Financial Results for the Year Ended August 31, 2019 (Based on Japanese GAAP)" (the "Financial Results"), as announced by the Target Company on October 9, 2019.

(Note 3) Shares constituting less than a unit will also be subject to the Tender Offer. The Target Company may purchase its treasury shares in accordance with procedures stipulated in the laws and regulations during the period for purchase, etc. in the Tender Offer (the "Tender Offer Period") from any shareholder who exercises the right to require the Target Company to purchase shares constituting less than a unit under the Companies Act.

(Note 4) The Tender Offeror does not intend to acquire, through the Tender Offer, any treasury shares held by the Target Company.

1. Period for Purchase, Etc.

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1. Period for purchase, etc. as of the time of filing of the Tender Offer Registration Statement
   From October 10, 2019 (Thursday) to November 25, 2019 (Monday) (30 business days)
2. Possible extension of the Tender Offer Period based on the Target Company's request N/A

1. Price for Purchase, Etc.
   3,100 yen per share of common stock

2. Results of the Tender Offer, Etc.

1. Outcome of the Tender Offer
   The Tender Offer was subject to the condition that if the total number of the Tendered Share Certificates, Etc. was less than the minimum number of the shares to be purchased (7,210,000 shares), the Tender Offeror would not purchase any of the Tendered Share Certificates, Etc. As the total number of the Tendered Share Certificates, Etc. (8,683,500 shares) was greater than the minimum number of shares to be purchased (7,210,000 shares), the Tender Offeror will purchase all of the Tendered Share Certificates, Etc. as described in the public notice of commencement of the Tender Offer and the Tender Offer Registration Statement (as amended by the Amendment to the Tender Offer Registration Statement that has been filed thereafter).
2. Date of Public Notice of Results of the Tender Offer, and Name of Newspaper for Public Notice
   Pursuant to the provision of Article 27-13, Paragraph 1 of the Act, on November 26, 2019, at the Tokyo Stock Exchange, Inc., the Tender Offeror announced to the press the results of the Tender Offer, by the method 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 Order on Disclosure Required for Tender Offer for Share Certificates by Persons Other Than Issuers (Ministry of Finance Order No. 38 of 1990, as amended; the "TOB Order").
3. Number of Purchased Shares, etc.

Classes of Shares	a. Number of tendered shares	b. Number of purchased shares
	after conversion	after conversion
Share Certificates	8,683,500 shares	8,683,500 shares
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Stock Acquisition Rights	―	shares	―	shares
Certificates
Bonds Certificates with	―	shares	―	shares
Stock Acquisition Rights
Trust Beneficiary
Certificates for Share	―	shares	―	shares
Certificates, etc. (	)
Depositary Receipts for
Share Certificates, etc.	―	shares	―	shares
(	)
		Total	8,683,500	shares	8,683,500	shares
(Total Number of
Potential Share		―	shares	( ―	shares)
Certificates, etc.)

1. Ownership Percentage of Share Certificates, Etc. after Purchase, Etc.

Number of Voting Rights
Represented by Share		(Ownership	Percentage	of		Share
Certificates, Etc. Owned by	33,400 units	Certificates,	Etc. prior to	Purchase,	Etc.:
Tender Offeror prior to		22.79%)
Purchase, Etc.
Number of Voting Rights
Represented by Share		(Ownership	Percentage	of		Share
Certificates, Etc. Owned by	0 units	Certificates,	Etc. prior to	Purchase,	Etc.:
Special Related Parties prior		0.00%)
to Purchase, Etc.
Number of Voting Rights
Represented by Share		(Ownership	Percentage	of		Share
Certificates, Etc. Owned by	120,235 units	Certificates,	Etc.	after	Purchase,	Etc.:
Tender Offeror after		82.05 %)
Purchase, Etc.
Number of Voting Rights
Represented by Share		(Ownership	Percentage	of	Share
Certificates, Etc. Owned by	0 units	Certificates,	Etc.	after Purchase,	Etc.:
Special Related Parties after		0.00 %)
Purchase, Etc.
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Total Number of Voting
Rights of All Shareholders,	146,535 units
Etc. of the Target Company

(Note 1) The "Number of Voting Rights Represented by Share Certificates, Etc. Owned by Special Related Parties prior to Purchase, Etc." and the "Number of Voting Rights Represented by Share Certificates, Etc. Owned by Special Related Parties after Purchase, Etc." are the total number of the voting rights represented by the share certificates, etc. held by each of the special related parties (however, out of the special related parties, the parties who are excluded from the special related parties pursuant to Article 3, Paragraph 2, Item 1 of the TOB Order, in calculating the ownership percentage of share certificates, etc. pursuant to each of the Items of Article 27-2, Paragraph 1 of the Act, are excluded).

(Note 2) The "Total Number of Voting Rights of All Shareholders, Etc. of the Target Company" represents the total number of voting rights of all shareholders of the Target Company as of February 28, 2019, as indicated in the Target Company's Third Quarter Securities Report for the 57th Fiscal Year filed as of July 12, 2019 (described on the basis that one (1) unit is 100 shares). However, as shares constituting less than a unit were also subject to the Tender Offer, in calculating the "Ownership Percentage of Share Certificates, Etc. prior to Purchase, Etc." and "Ownership Percentage of Share Certificates, Etc. after Purchase, Etc.," the "Total Number of Voting Rights of All Shareholders, Etc. of the Target Company" is the number of voting rights (146,542 units) corresponding to the number of shares (14,654,255 shares) obtained by deducting (a) the number of treasury shares held by the Target Company as of August 31, 2019 (345,745 shares) from

1. the total number of issued shares of the Target Company as of August 31, 2019 (15,000,000 shares) indicated in the Financial Results.

(Note 3) The "Ownership Percentage of Share Certificates, Etc. prior to Purchase, Etc." and the "Ownership Percentage of Share Certificates, Etc. after Purchase, Etc." are rounded to two decimal places.

1. Calculation in the Case Where Purchase, Etc. Will be Conducted by the Proportional Distribution Method
   N/A
2. Method of Settlement

a. Name and Address of the Head Office of the Financial Instruments Business Operators /

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Banks in Charge of Settlement for Purchase, Etc.

Nomura Securities Co., Ltd.

9-1, Nihonbashi 1-chome,Chuo-ku, Tokyo

1. Settlement Commencement Date December 2, 2019 (Monday)
2. Method of Settlement

A notice of purchase by way of the tender offer will be mailed to the address of each Tendering Shareholder (or the standing proxy in the case of foreign shareholders) promptly after the end of the Tender Offer Period.

Payment of the purchase price will be made in cash. The Tendering Shareholders, Etc. are entitled to receive the purchase price for the shares under the tender offer promptly after the commencement date of settlement in a manner designated by the Tendering Shareholders, Etc., such as remittance (a remittance fee may be charged).

3. Policy, Etc. after the Tender Offer and Future Outlook

With respect to the policy, etc. after the Tender Offer, there is no change from those described in the press release titled "Notice Regarding Commencement of Tender Offer for Stock in SOTSU CO., LTD. (Securities Code: 3711)" announced by the Tender Offeror on October 9, 2019.

4. Location at Which Copy of Tender Offer Report Is Available to Public

BANDAI NAMCO Holdings Inc.	37-8, Shiba 5-chome,Minato-ku, Tokyo
Tokyo Stock Exchange, Inc.	2-1, Nihonbashi, Kabuto-cho,Chuo-ku, Tokyo)
	(End of Document)

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[Soliciting Regulations]

This press release is intended to announce the result of the Tender Offer to the general public and is not intended to solicit an offer to sell any securities including share certificates, etc. This press release is not, and does not constitute any part of, an offer or solicitation of sales, or a solicitation of purchase offer, of securities. This press release (or any part of it) or the fact of its distribution does not provide a basis for any agreement pertaining to the Tender Offer, and it may not be relied upon when executing any such agreement.

[Regulations of the United States]

The Tender Offer is conducted in accordance with the procedures and information disclosure standards prescribed in the Financial Instruments and Exchange Act in Japan. However, such procedures and information disclosure standards are not necessarily the same as the procedures and information disclosure standards in the U.S. In particular, Section 13(e) and Section 14(d) of the U.S. Securities Exchange Act of 1934, as amended, and the rules prescribed thereunder do not apply to the Tender Offer, and the Tender Offer does not conform to those procedures and standards.

Moreover, as the Tender Offeror is a company incorporated outside of the U.S. and all or some of its directors are non-U.S. residents, it may be difficult to enforce any rights or claims arising under the U.S. federal securities laws. In addition, it may not be possible to commence legal actions against a non-U.S. company or its directors in a non-U.S. court on the ground of a violation of the U.S. securities laws. Furthermore, a company incorporated outside the U.S. and its subsidiaries and affiliates may not necessarily be compelled to submit to the jurisdiction of U.S. courts.

Unless otherwise provided, all procedures for the Tender Offer shall be conducted entirely in the Japanese language. Some or all portion of the documents relating to the Tender Offer are or will be prepared in the English language. However, should there be any inconsistency between the document in English and that in Japanese, the Japanese document shall prevail.

This press release contains "forward-looking statements" as defined in Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934. Due to any known or unknown risks, uncertainties, or any other factors, it is possible that actual results may substantially differ from the projections, etc. as expressly or implicitly indicated in any "forward-looking statements." Neither the Tender Offeror nor any of its affiliates gives any assurance that such projections, etc. expressly or implicitly indicated in any "forward-looking statements" will result in being correct. The "forward-looking statements" in this press release have been prepared based on the information held by the Tender Offeror as of the date of this press release, and unless otherwise required by applicable laws and regulations or rules of financial instruments exchange, neither the Tender Offeror nor any of its affiliates is obliged to update or modify such statements in order to reflect any events or circumstances in the future.

[Other Countries]

In certain countries or regions, the announcement, issue or distribution of this press release may be restricted by laws or regulations. In such cases, please note and comply with such restrictions. Regardless of whether this press release is received in any such countries or regions where the implementation of the Tender Offer is unlawful, this press release does not constitute any solicitation of an offer to sell or offer to purchase securities including share certificates concerning the Tender Offer, and is being distributed merely for informational materials.

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