GCA : Announcement of Opinion to Endorse Tender Offer for Our Shares, Etc. by Houlihan Lokey, Inc. and Recommendation in Tender Offer

		August 3, 2021
To whom it may concern
Name of Company:	GCA Corporation
Name of Representative:	Akihiro Watanabe,
		Representative Director
(Code: 2174; First Section of Tokyo Stock Exchange)
Contact:	Masaya Kato, Leader, IR Office
	(TEL. [phone])

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

GCA Corporation (the "Company") hereby announces that at a meeting of its board of directors held today, the Company resolved (i) to express its opinion to endorse the tender offer (the "Tender Offer") for the Company's common shares (the "Shares") and the Stock Options (as defined in "2. Purchase Price" below) by Houlihan Lokey, Inc. (the "Offeror"); and (ii) to recommend our shareholders and the holders of the Stock Options (the "Stock Options Holders") to tender their shares and Stock Options in the Tender Offer, as follows.

The above resolution of the board of directors was made based on the Offeror's plan to make the Company a wholly owned subsidiary of the Offeror through the Tender Offer and a series of subsequent procedures, and that the Shares are scheduled to be delisted.

1. Outline of Offeror

(1)	Name	Houlihan Lokey, Inc.
		251 Little Falls Drive, Wilmington, New Castle County, Delaware,
		USA
(2)	Location	(The above place is the registered location of the Offeror's head office,
		and the actual business operations are conducted at the headquarters in
		California, the United States)
(3)	Title and Name of	Chief Executive Officer
Representative	Scott L. Beiser
(4)	Description of	M&A, capital markets, financial restructurings, and financial and
Business	valuation advisory services
(5)	Paid-in Capital	US$803,573,000 (As of March 31, 2021)
(6)	Date of Incorporation	1972
		Class A Shares (As of March 31, 2021)
		The Vanguard Group, Inc.	9.9％
	Major Shareholders	Black Rock Fund Advisors	7.4％
(7)	and Shareholding	EARNEST Partners, LLC	7.2％
	Percentage	Kayne Anderson Rudnick Investment Management, LLC	6.1％
		Class B shares (As of June 30, 2021)
		Houlihan Lokey Voting Trust	100％

1. Relationship between the Company and the Offeror

Capital Relationship N/A

Personal N/A

1

Relationship

Business

N/A

Relationship

Whether or not to fall N/A under related parties

2. Purchase Price

1. JPY1,380 per share of common stock (the "TOB Price")
2. Stock Options (the stock options set out in (I) through (VIII) below shall be hereinafter collectively the "Stock Options"; the price for purchase, etc. in the Tender Offer per Stock Option shall be hereinafter collectively the "Stock Option TOB Price")
3. 1. JPY155 per one unit of Series 7 Stock Options issued based on the resolution at the Board Meeting on May 1, 2013 (the "Series 7 Stock Options") (Exercise Period: From April 1,

2014 to March 31, 2023)

1. JPY155 per one unit of Series 8 Stock Options issued based on the resolution at the Board

Meeting of May 1, 2013 (the "Series 8 Stock Options") (Exercise Period: From April 1, 2014 to March 31, 2023)

1. JPY565 per one unit of Series 9 Stock Options issued based on the resolution at the Board Meeting on February 20, 2014 (the "Series 9 Stock Options") (Exercise Period: From April

1, 2015 to March 31, 2024)

(IV) JPY532 per one unit of Series 10 Stock Options issued based on the resolution at the Board Meeting of February 20, 2014 (the "Series 10 Stock Options") (Exercise Period: From April 1, 2015 to March 31, 2024)

1. JPY137,900 per one unit of RSU-1 Stock Options issued based on the resolution at the Board Meeting on February 23, 2016 (the "RSU-1 Stock Options") (Exercise Period: From

	February 23, 2017 to March 8, 2026)
(VI)	JPY137,900 per one unit of RSU-3 Stock Options issued based on the resolution at the
	Board Meeting on September 23, 2016 (the "RSU-3 Stock Options") (Exercise Period:
	From February 23, 2017 to March 8, 2026)
(VII)	JPY1,379 per one unit of RSU-4 Stock Options issued based on the resolution at the Board
	Meeting on May 12, 2017 (the "RSU-4 Stock Options") (Exercise Period: From February
	23, 2018 to March 8, 2027)
(VIII)	JPY1,379 per one unit of RSU-5 Stock Options issued based on the resolution at the Board
	Meeting on June 18, 2018 (the "RSU-5 Stock Options") (Exercise Period: From February
	23, 2019 to March 8, 2028)

3. Contents, Basis and Reasons of Opinion Concerning Tender Offer

1. Contents of Opinion Concerning Tender Offer
   At a meeting of the Board of Directors held today, the Company resolved to express its opinion to endorse the Tender Offer and to recommend that the Company's shareholders and the Stock Options Holders tender their shares or stock options in the Tender Offer, based on the grounds and reasons stated in "(2) Basis and Reasons for Opinion Concerning Tender Offer" below.
   Please note that the above-mentioned resolution at the Board of Directors meeting was adopted by the method set out in "(IV) Approval of All Company Directors (Including Audit Committee

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Members) Not Having a Conflict of Interest" in "(6) Measures for Ensuring the Fairness of the TOB Price, Measures for Avoiding Conflicts of Interest and Other Measures to Ensure Fairness in the Tender Offer" below.

1. Basis and Reasons for Opinion Concerning Tender Offer
   Of the following statements, those regarding the Offeror are based on the explanations received from the Offeror.
2. 1. Overview of the Tender Offer
      The Offeror decided to implement the Tender Offer as part of the transactions for the purpose of acquiring all of the issued Shares (excluding treasury stock held by the Company) of common stock of the Company (including the Shares to be delivered upon exercise of the Stock Options) listed on the First Section of the Tokyo Stock Exchange Inc. (the "TSE") and all of the Stock Options, and making the Company a wholly owned subsidiary of the Offeror (the "Transactions"). As of today, the Offeror does not own any Shares.
      In conducting the Tender Offer, the Offeror has entered into a Transaction Agreement for the Tender Offer (the "Transaction Agreement") on August 3, 2021 with the Company. For details of the Transaction Agreement, please see "(I) Transaction Agreement" in "4. Material Agreements Concerning the Tender Offer" below.
      The Offeror has also 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") (Note 1), 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 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 otherwise specified.). The ownership ratio (Note 2) represented by the Shares included in the Tendering Directors' Shares, Etc. equals to 18.12%, and the ownership ratio represented by the Stock Options included in the Tendering Directors' Shares, Etc. equals to 2.62%. For details of the Tender Offer Support Agreement, please see "(II) Tender Offer Support Agreement" in "4. Material Agreements Concerning the Tender Offer" below.
      (Note 1) "Tendering Directors" means Mr. Akihiro Watanabe (the number of owned shares: 3,853,900; the number of owned stock options: 121,464; the ownership ratio: 8.05%), Mr. Todd J. Carter (the number of owned shares: 1,591,489; the number of owned stock options: 261,189; the ownership ratio: 3.75%), Mr. Geoffrey D. Baldwin (the number of owned shares: 377,313; the number of

owned stock options: 271,486; the ownership ratio: 1.31%), Mr. Phil Adams

(the number of owned shares: 732,660; the number of owned stock options:

59,982; the ownership ratio: 1.61%), Mr. Sascha Pfeiffer (the number of owned

shares: 1,055,661; the number of owned stock options: 59,983; the ownership

ratio: 2.26%), Mr. Alexander M. Grünwald (the number of owned shares:

1,178,575; the number of owned stock options: 59,983; the ownership ratio:

2.51%, Ms. Ritsuko Nonomiya (the number of owned shares: 0; the number of

owned stock options: 140,685; the ownership ratio: 0.42%), Mr. John F.

Lambros (the number of owned shares: 85,981; the number of owned stock 3

options: 167,014; the ownership ratio: 0.51%) and Mr. Akikazu Ida (the number

of owned shares: 72,500; the number of owned stock options: 82,500; the

ownership ratio: 0.31%), individually or collectively.

(Note 2) The "ownership ratio" herein means the ratio (rounded to two decimal places) of shareholding in relation to the number (49,382,808 shares) (the "Total Number of Shares After Taking Potential Shares of the Company Into Consideration") obtained by deducting (i) the number of shares issuable (1,254,048 shares) upon exercise of the Stock Options that the Company resolved to cancel at the Board of Directors meeting held today (1,203,609 units) from (ii) the number of shares of the Company (50,636,856 shares) ("Total Number of Shares After Taking Potential Shares of the Company Into Consideration") obtained by adding (x) the number of total outstanding common shares of the Company as of June 30, 2021 (44,755,153 shares) described in the Summary of Consolidated Financial Results for the Second Quarter of Fiscal Year 2021 (IFRS; consolidated) disclosed by the Company on August 3, 2021 ("2Q Financial Results Summary") and (y) the number of underlying shares (5,881,703 shares) of all outstanding Stock Options (5,373,415 units) as of June 30, 2021. The same applies hereunder. The Company holds no treasury stock as of June 30, 2021 and the date hereof.

The Offeror has set the minimum number of shares to be purchased (Note 3) in the Tender Offer (the "Minimum Number of Shares to Be Purchased") at 32,921,900 shares (shareholding ratio of 66.67%), and if the total number of shares, etc. tendered in the Tender Offer (the "Tendered Shares, Etc.") is less than the Minimum Number of Shares to Be Purchased, the Offeror will not purchase any of the Tendered Shares, Etc. At the same time, the Offeror intends to purchase all of the Shares (including the Shares to be delivered upon exercise of the Stock Options, and excluding the treasury shares owned by the Company) and all of the Stock Options, so a maximum number of shares to be purchased has not been set, and if the number of Tendered Shares, Etc. is equal to or more than the Minimum Number of Shares to Be Purchased (32,921,900 shares), the Offeror will purchase all of the Tendered Shares, Etc. In addition, if the Tender Offer is successful, the Offeror plans to implement a series of procedures to make the Offeror the only shareholder of the Company, as described in "(5) Policy of Reorganization After the Tender Offer (Matters Concerning So-calledTwo-Step Acquisition)" below.

(Note 3) The "Minimum Number of Shares to Be Purchased" (32,921,900 shares) is calculated, for the purpose of ensuring that the procedures required to complete the 100% acquisition of the Company following the Tender Offer, by multiplying the number of voting rights (493,828 voting rights) pertaining to the Total Number of Shares After Taking Potential Shares of the Company Into Consideration by two-thirds (2/3) (329,219 voting rights; rounded up to the nearest whole number) and by 100 shares.

1. Background, Purposes, and Decision-Making Process behind the Implementation by the Offeror of the Tender Offer
   Established in 1972, the Offeror is a global independent investment bank with expertise in mergers and acquisitions (M&A), capital markets, financial restructurings, and financial and valuation advisory services. As of March 31, 2021, the Offeror had a team of 1,132

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financial professionals across 23 offices globally, serving more than 1,000 clients annually over the past several years, ranging from closely held companies to Fortune Global 500 corporations. Through its offices in the United States, Europe, Asia, Australia, and Dubai, the Offeror serves a diverse set of clients worldwide, including corporations, financial sponsors and government agencies. The Offeror markets its services through its product areas, its industry groups and its Financial Sponsors group, serving its clients in three primary business practices: Corporate Finance ("CF"), encompassing M&A and capital markets advisory, Financial Restructuring ("FR"), encompassing both out-of-court and formal bankruptcy or insolvency proceedings, and Financial and Valuation Advisory ("FVA"), including financial opinions and a variety of valuation and financial consulting services.

(i) Corporate Finance

As of March 31, 2021, the Offeror had 120 CF Managing Directors providing the firm's clients with extensive industry and product expertise in a wide variety of M&A and capital markets transactions. One of the key services that the Offeror's CF group provides is M&A advisory services. The firm provides advice and services to a diverse set of clients, including public and private company executives, boards of directors, special committees and financial sponsors. In addition to M&A advisory services, the Offeror's CF group provides capital-raising advisory services for a broad range of corporate and private equity clients across most industry sectors, from large, publicly-held, multinational corporations to financial sponsors to privately-held companies founded and run by entrepreneurs.

(ii) Financial Restructuring

As of March 31, 2021, the Offeror had 47 FR Managing Directors working around the globe, which constitutes one of the largest restructuring groups in the investment banking industry. The firm's FR group has advised on many of the largest restructurings in the United States, Canada, Europe, Asia, Australia, the Middle East, Latin America and Africa. Multi-jurisdictional restructurings represent an attractive opportunity for the Offeror's FR group. From 2000 to 2021 the Offeror has advised on 12 of the last 15 largest bankruptcies, including Lehman Brothers, Worldcom, and Enron. The Offeror's FR group advises companies and creditor constituencies at all levels of the capital structure, in both out-of-court negotiations and in formal bankruptcy or insolvency proceedings.

(iii) Financial and Valuation Advisory

As of March 31, 2021, the Offeror had 31 Managing Directors in its FVA group, which the Offeror believes represents one of the largest and most respected valuation and financial opinion practices in the United States. The Offeror's core competencies in its FVA practice are its ability to analyze and value companies, security interests, and different types of assets, including intellectual property and liabilities, as well as its ability to analyze the financial aspects of transactions.

Meanwhile, the Company is a global independent investment bank that provides strategic M&A and capital markets advisory services, having established a business presence in Asia (including Japan), North America and Europe. The Company is the holding company of a corporate group that offers coverage across 13 countries, with over 450 professionals in

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