Announcement of Decision by Houlihan Lokey, Inc. to Conduct Demand for Cash-Out of Shares of GCA Corporation (Code: 2174), Approval of Such Demand

Announcement of Decision by Houlihan Lokey, Inc. to Conduct Demand for Cash-Out of Shares of GCA Corporation (Code: 2174), Approval of Such Demand, and Delisting of Shares

Tokyo, Japan, October 11, 2021 － Leading international M&A advisory firm GCA Corporation (TSE:2174) (the "Company") hereby announces that Houlihan Lokey, Inc. (the "Houlihan Lokey" or the "Special Controlling Shareholder") acquired 90.01% of the number of voting rights of all shareholders of the Company (the "ownership ratio" (Note 2)), as a result of the tender offer (the "Tender Offer") for the Company's common shares (the "Shares") and the Stock Options (Note 1) conducted by Houlihan Lokey since August 4, 2021 and of the exercise of the Stock Options acquired through the Tender Offer, as announced by the "Announcement of Results of Tender Offer for Shares Certificates, Etc. of GCA Corporation (Code: 2174) by Houlihan Lokey, Inc., and Changes in Parent Company and Major Shareholder" dated September 28, 2021, and resultingly, Houlihan Lokey became the Special Controlling Shareholder of the Company as provided for in Article 179, Paragraph (1) of the Companies Act (Act No. 86 of 2005, as amended).

Today, the Company received from Houlihan Lokey a notice stating that Houlihan Lokey would request all of the shareholders of the Company (excluding the Company and Houlihan Lokey; the "Shareholders Subject to Cash-Out") to sell all of their Shares (the "Shares Subject to Cash-Out") to Houlihan Lokey (the "Demand for Share Cash-Out") pursuant to Article 179, Paragraph (1) of the Companies Act, as part of the transactions for the purpose of acquiring all of the Shares and the Stock Options and making the Company a wholly owned subsidiary of Houlihan Lokey (the "Transactions"), as described in "(5) Policy of Reorganization After the Tender Offer (Matters Concerning So-CalledTwo-Step Acquisition)" of "3. Contents, Basis and Reasons of Opinion Concerning Tender Offer" of the Company's press release titled "Announcement of Opinion to Endorse Tender Offer for Our Shares, Etc. by Houlihan Lokey, Inc. and Recommendation for Our Shareholders to Tender Their Shares in Tender Offer" dated August 3 (including the amendments stated in the "(Amendments) Announcement of Partial Amendments to 'Announcement of Opinion to Endorse Tender Offer for Our Shares, Etc. by Houlihan Lokey, Inc. and Recommendation for Our Shareholders to Tender Their Shares in Tender Offer'" dated September 9, 2021; the "Press Release to Express Opinions"), since Houlihan Lokey could not acquire all of the Shares in the Tender Offer, although Houlihan Lokey became the holder of more than 90% of the number of voting rights of all shareholders of the Company as a result of the Tender Offer and the exercise of the Stock Options acquired in the Tender Offer and then became the Special Controlling Shareholder of the Company. According to Houlihan Lokey, although the Company has issued the Stock Options, the Stock Options are not subject to the Demand for Share Cash-Out because there is no other party who holds the Stock Options other than Houlihan Lokey.

The Company hereby announces as follows, as the Company resolved to approve the Demand for Share Cash-Out by a resolution adopted pursuant to Article 370 of the Companies Act (a written resolution in lieu of the resolution at a board of directors meeting) in response to such notice.

As a result, the Shares will fall under the delisting criteria of Tokyo Stock Exchange, Inc. (the

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"TSE"), and will be designated as "delisted issues" from today until November 1, 2021 and then delisted as of November 2, 2021. The Company hereby also announces that after the delisting, the Shares will no longer be able to be traded on the First Section of the TSE.

(Note 1) The term "Stock Options" refers collectively to the following stock options:

1. Series 7 Stock Options issued based on the resolution at the Board Meeting on May 1, 2013 (Exercise Period: From April 1, 2014 to March 31, 2023)

1. Series 8 Stock Options issued based on the resolution at the Board Meeting of May 1, 2013 (Exercise Period: From April 1, 2014 to March 31, 2023)

1. Series 9 Stock Options issued based on the resolution at the Board Meeting on February 20, 2014 (Exercise Period: From April 1, 2015 to March 31, 2024)

(IV) Series 10 Stock Options issued based on the resolution at the Board Meeting of February 20, 2014 (Exercise Period: From April 1, 2015 to March 31, 2024)

1. RSU-1Stock Options issued based on the resolution at the Board Meeting on February 23, 2016 (Exercise Period: From February 23, 2017 to March 8, 2026)

(VI) RSU-3 Stock Options issued based on the resolution at the Board Meeting on September 23, 2016 (Exercise Period: From February 23, 2017 to March 8, 2026)

(VII) RSU-4 Stock Options issued based on the resolution at the Board Meeting on May 12, 2017 (Exercise Period: From February 23, 2018 to March 8, 2027)

(VIII) RSU-5 Stock Options issued based on the resolution at the Board Meeting on June 18, 2018 (Exercise Period: From February 23, 2019 to March 8, 2028)

(Note 2) The "ownership ratio" herein means the ratio (rounded to two decimal places) to the number of voting rights (473,103) pertaining to the number (47,310,300 shares) obtained by deducting (i) the number of treasury stock held by the Company as of September 30, 2021 (1,259 shares) from (ii) the number of total outstanding shares of the Company as of today (47,311,559 shares). The same applies hereunder.

1. Outline of Demand for Share Cash-Out

1. Outline of Special Controlling Shareholder

(1)	Name	Houlihan Lokey, Inc.
		251 Little Falls Drive, Wilmington, New Castle County, Delaware,
(2)	Address	USA
(The above place is the registered location of the Special Controlling
		Shareholder's head office, and the actual business operations are
		conducted at the headquarters in California, the United States)
(3)	Name and Title of	Chief Executive Officer
Representative	Scott L. Beiser
(4)	Description of Business	M&A, capital markets, financial restructurings, and financial and
valuation advisory services
(5)	Capital Amount	US$803,573,000 (As of March 31, 2021)
(6)	Date of Incorporation	1972
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				Class A Shares (As of March 31, 2021)
					The Vanguard Group, Inc.	9.9％
		Major Shareholders and			Black Rock Fund Advisors	7.4％
(7)				EARNEST Partners, LLC	7.2％
	Shareholding Ratio			Kayne Anderson Rudnick Investment Management, LLC	6.1％
				Class B shares (As of June 30, 2021)
					Houlihan Lokey Voting Trust	100％
(8) Relationship between the Company and the Special Controlling Shareholder
		Capital Relationship		As of today, Houlihan Lokey owns 42,587,660 shares of the Company
				(Ownership Ratio: 90.01%)
		Personal Relationship		N/A
		Business Relationship		N/A
		Whether or not to fall		Houlihan Lokey is the parent company of the Company and falls under
		under related parties
			a related party of the Company.
	(2) Schedule for Demand for Share Cash-Out
	Date of Demand for Cash-Out			October 11, 2021 (Monday)
	Date of Resolution of the Board		October 11, 2021 (Monday)
	Meeting of the Company
	Last Trading Day			November 1, 2021 (Monday) (Scheduled)
	Date of Delisting			November 2, 2021 (Tuesday) (Scheduled)
	Date of Acquisition			November 5, 2021 (Friday) (Scheduled)

1. Consideration for Cash-Out JPY1,398 per share of common stock

2. Details of Demand for Share Cash-Out

The Company received from Houlihan Lokey today a notice stating that Houlihan Lokey would make the Demand for Share Cash-Out. The details of such notice are as follows.

1. When choosing not to make a Demand for Share Cash-Out to a Wholly Owned Subsidiary Corporation of the Special Controlling Shareholder, to that effect and the name of such Wholly Owned Subsidiary Corporation of the Special Controlling Shareholder (Article 179-2, Paragraph (1), Item (i)):

Not applicable

1. Amount of money to be delivered to the Shareholders Subject to Cash-Out as the value for the Shares Subject to Cash-Out and matters related to allotment of such money (Article 179-2, Paragraph (1) , Items (ii) and (iii)):

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Houlihan Lokey will pay to the Shareholders Subject to Cash-Out JPY1,398 per share of the Shares Subject to Cash-Out held by each of such shareholders as the consideration for the Shares Subject to Cash-Out (the "Consideration for Share Cash-Out").

1. Matters concerning the demand for stock option cash-out (Article 179-2, Paragraph (1), Item (iv))
   Not applicable
2. Date on which the Special Controlling Shareholder acquires the Shares Subject to Cash-Out (the "Acquisition Date") (Article 179-2, Paragraph (1), Item (v)):
   November 5, 2021
3. Means of securing funds for the payment of the Consideration for Share Cash-Out (Article 179-2, Paragraph (1), Item (vi); Article 33-5, Paragraph (1), Item (i) of the Regulation for Enforcement of the Companies Act):
   Houlihan Lokey is planning to pay the Consideration for Share Cash-Out with the funds from its cash and deposits.
4. Other terms for the Demand for Share Cash-Out (Article 179-2, Paragraph (1), Item (vi); Article 33-5, Paragraph (1), Item (ii) of the Regulation for Enforcement of the Companies Act):
   The Consideration for Share Cash-Out shall be delivered within a reasonable period of time after the Acquisition Date at the address of the Shareholders Subject to Cash-Out entered or recorded in the Company's final shareholders register as of the day immediately preceding the Acquisition Date or at any place notified to the Company by such shareholders, by such method as is similar to the method of delivery of dividend property by the Company. If delivery by such method is not possible, the Consideration for Share Cash-Out shall be paid to the Shareholders Subject to Cash-Out in such manner as is designated by the Company at the head office of the Company (or, if there is any other place and method designated by Houlihan Lokey for delivery of the Consideration for Share Cash-Out, at such place and by such method).

3. Basis and Reasons, Etc. of Determination for Approval of Demand for Share Cash-Out

1. Basis and Reasons of Determination for Approval
   The Demand for Share Cash-Out is conducted as part of the Transactions, and the Consideration for Share Cash-Out is set at the same price as the purchase price per share of the Shares (the "TOB Price") in the Tender Offer.
   The Company resolved at a meeting of its board of directors held on August 3, 2021 to express its opinion to endorse the Tender Offer and to recommend our shareholders and the holders of the Stock Options to tender their shares and stock options in the Tender Offer based on the following reasons and under the following circumstances, as described in "(II) Background, Purposes, and Decision-Making Process behind the Implementation by the Offeror of the Tender Offer" and "(IV) Background, Purpose, and Decision-Making Process of the Company

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to Endorse the Tender Offer" of "(2) Basis and Reasons for Opinion Concerning Tender Offer" of "3. Contents, Basis and Reasons of Opinion Concerning Tender Offer" of the Press Release to Express Opinions". Further, the Company resolved at a meeting of its board of directors held on September 9, 2021 to maintain its endorsement of the Tender Offer and its recommendation that our shareholders and the holders of the Stock Options tender their shares and Stock Options in the Tender Offer, which was resolved at the meeting of its board of directors held on August 3, 2021. Please note that each of the above-mentioned resolutions at the board of directors meetings was adopted by the method set out in "(IV) Approval of All Company Directors (Including Audit Committee Members) Not Having a Conflict of Interest" of "(4) Measures for Ensuring the Fairness and Avoiding Conflicts of Interest" below.

On May 21, 2021, the Company received a non-legally binding proposal from Houlihan Lokey, including a proposal to purchase all of the Shares at JPY1,200 per share, a price that took into account, among others, the results of initial stock value calculations including synergies expected from making the Company a wholly owned subsidiary, stock price trends and expectations for the business after making the Company a wholly owned subsidiary, and a plan for the establishment of a 60-day exclusivity period for the purpose of completing due diligence and executing definitive agreements (the "Initial Proposal"), and in reviewing the Initial Proposal and in proceeding with discussions with Houlihan Lokey, the Company appointed Morrison & Foerster as its legal advisor independent of the Company, Houlihan Lokey and the Tendering Directors (Note 1) in early June 2021, as described in "(ii) Seeking Advice from an Independent Law Firm by the Company" of "(4) Measures for Ensuring the Fairness and Avoiding Conflicts of Interest" below. Further, with the advice of such firm, the Company has established a project team to consider the Tender Offer as described in "(iii) Establishment of an independent review team at the Company" of "(4) Measures for Ensuring the Fairness and Avoiding Conflicts of Interest" below. In addition, in late June 2021, the Company appointed Mitsubishi UFJ Morgan Stanley Securities ("Mitsubishi UFJ Morgan Stanley Securities") as a financial advisor and third-party appraiser independent of the Company, Houlihan Lokey and the Tendering Directors; in late July 2021, the Company appointed Plutus Consulting Co., Ltd. ("Plutus") as a third-party appraiser independent of the Company, Houlihan Lokey and the Tendering Directors; the Company requested Mitsubishi UFJ Morgan Stanley Securities, a third-party appraiser, to submit a share valuation report on the Shares ("MUMSS Valuation Report"); and the Company requested Plutus, a third-party appraiser, to submit a share valuation report on the Shares ("Plutus Valuation Report") as well as an opinion to the effect that the price of the Shares in the Transactions before the Revision of TOB Terms (as defined below) (the "Transaction Price") is not disadvantageous and is fair to the Company's minority shareholders from a financial point of view ("Fairness Opinion").

(Note 1) In conducting the Tender Offer, Houlihan Lokey has entered into a Tender Offer Support Agreement (the "Tender Offer Support Agreement") on August 3, 2021 with certain directors of the Company who hold the Shares or the Stock Options (the "Tendering Directors"), respectively, to the effect that the Tendering Directors will tender the Shares or the Stock Options (the Shares and the Stock Options to be tendered pursuant to the Tender Offer Support Agreement, collectively, "Tendering Directors' Shares, Etc." The number of shares pertaining to the Tendering Directors' Shares, Etc. herein refers to the number of shares including potential shares reflecting the number of shares issuable upon exercise of stock options, unless

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