GCA : Announcement of Results of Tender Offer for Shares Certificates Etc. of GCA Corporation(Code 2174) by Houlihan Lokey Inc.and Changes in Parent Company

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

Tokyo, Japan, September 28, 2021 － Leading international M&A advisory firm GCA Corporation (TSE:2174) (the "Company") hereby announces as follows the results of the tender offer (the "Tender Offer") for the Company's common shares (the "Shares") and the Stock Options (the "Stock Options" defined at the end of this announcement) by Houlihan Lokey, Inc. (the "Offeror"), which had been conducted since August 4, 2021, as the Tender Offer was completed on September 27, 2021.

The Company also hereby announces that, as a result of the Tender Offer, the Company's parent company and its largest and major shareholder are expected to be changed as of October 4, 2021 (the commencement date of the settlement of the Tender Offer) as described below.

1. Results of Tender Offer
   The Company received a report from the Offeror today on the results of the Tender Offer, as described in the attached document titled "Announcement of Result of Tender Offer for Share Certificates, Etc. of GCA Corporation (Code: 2174)".
2. Changes in Parent Company, and Largest and Major Shareholder
3. 1. Date of Change (Scheduled)
      October 4, 2021 (the commencement date of the settlement of the Tender Offer)
   2. Background to Changes
      The Offeror announced on August 3, 2021 its decision to implement the Tender Offer, and the Company resolved at a meeting of the Board of Directors held on the same day to express its opinion to endorse the Tender Offer and to recommend that the Company's shareholders and the holders of the Stock Options tender their shares and Stock Options in the Tender Offer, and made an announcement of this decision on the same day. In addition, at a meeting of the Board of Directors held on September 9, 2012, the Company resolved to maintain its opinion to endorse the Tender Offer and its opinion to recommend the Company's shareholders and the holders of the Stock Options to tender their shares or Stock Options in the Tender Offer (as originally resolved onAugust 3, 2012), and announced this resolution on the same day.
      Today, the Company received a report from the Offeror regarding the results of the Tender Offer that 44,422,385 shares of the Company's shares, etc. (including the Stock Options; and in the case of the Stock Options, the number is converted into the number of shares issuable upon exercise of the Stock Options), which is more than the minimum number of shares to be purchased (32,921,900 shares), were tendered, and that the Tender Offer was successfully completed and the Offeror will acquire all of such shares, etc.

-1-

As a result, upon completion of the settlement of the Tender Offer, the ratio of voting rights held by the Offeror to the voting rights of all shareholders of the Company will exceed 50% as of October 4, 2021 (the commencement date of the settlement of the Tender Offer), and the Offeror will newly become the parent company and the largest and major shareholder of the Company.

3. Outline of Change in Shareholder

Outline of shareholder who will become the parent company and the largest and major shareholder

(1)	Name	Houlihan Lokey, Inc.
		251 Little Falls Drive, Wilmington, New Castle County, Delaware, USA
(2)	Address	(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)	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
		Class AShares (As of March 31, 2021)
		The Vanguard Group, Inc.	9.9％
		Black Rock Fund Advisors	7.4％
(7)	Major Shareholders and	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 Offeror
	Capital Relationship	N/A
	Personal Relationship	N/A
	Business Relationship	N/A
	Whether or not to fall	N/A
	under related parties

-2-

4. Number of Voting Rights and Ownership Ratio of Voting Rights Held by Shareholders Before and After Change

Houlihan Lokey, Inc.

Number of voting rights (percentage of voting

rights held, number of shares owned) (Note)

Ranking of

Voting

Attribution

Major

rights

Direct ownership

Total

Shareholders

subject to

aggregation

Before

-

-

-

-

-

change

Parent company and

400,931

400,931

After

(89.58%,

(89.58%,

-

1

change

the largest and major

40,093,154

40,093,154 shares)

shareholder

shares)

(Note) The "ownership ratio" herein means the ratio (rounded to two decimal places) of voting rights held, as to the number of voting rights (447,551) pertaining to 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. The Company holds no treasury stock as of June 30, 2021 and the date hereof.

1. Change in Unlisted Parent Company, Etc. Subject to Disclosure, Etc.
   As a result of the Tender Offer, the Offeror will become the parent company of the Company. However, since the Offeror's shares are listed on the New York Stock Exchange, the Offeror does not qualify as an unlisted parent company, etc. that would be subject to disclosure requirements.
2. Future Outlook
   As described in "(2) Background to Changes" of "2. Changes in Parent Company, and Largest and Major Shareholder" above, the Offeror was unable to acquire all of the Shares (including the Shares to be delivered upon exercise of the Stock Options) and the Stock Options through the Tender Offer, and therefore, the Offeror intends to make the Company a wholly-owned subsidiary of the Offeror by implementing a series of procedures 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, 2021 (including the amendments stated in the "(Amendments)Announcement of PartialAmendments to 'Announcement of Opinion to EndorseTender 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). Please note that as a result of the implementation of such procedures, the Shares are scheduled to be delisted through prescribed procedures in accordance with the delisting criteria of Tokyo Stock Exchange Inc. (the "TSE"), and that after the delisting, the Shares will no longer be able to be traded on the First Section of the TSE.
   The specific procedures to be taken hereafter and the timing of the implementation thereof will be announced promptly after they are determined through consultations with the Offeror.

End

-3-

(Definition of the Stock Options)

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)

(Reference)

"Announcement of Result of Tender Offer for Share Certificates, Etc. of GCA Corporation (Code: 2174)" as attached hereto, which was released by the Offeror on September 28, 2021

-4-

September 28, 2021

To whom it may concern

Name	Houlihan Lokey, Inc.

Chief Financial Officer

Representative

Lindsey Alley

Announcement of Result of Tender Offer for Share Certificates, Etc. of GCA Corporation

(Code: 2174)

Houlihan Lokey, Inc. (hereinafter, the "Offeror") decided to launch, and launched on August 4, 2021, the tender offer ("Tender Offer") pursuant to the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended, the "Act") for the shares of common stock (including shares of common stock of the Target issuable upon exercise of the Stock Options, as defined in the "b) Stock Option" in "(3) Class of Share Certificates, Etc. to be Purchased, Etc." in "Overview of the Tender Offer" below) of GCA Corporation (securities code: 2174; listed on the First Section of the Tokyo Stock Exchange, Inc., the "Target"), and for the Stock Options. The Tender Offer was completed on September 27, 2021. The Offeror hereby announces the result of the Tender Offer as described below.

1. Overview of the Tender Offer

1. Name and Address of the Offeror Name: Houlihan Lokey, Inc.
   Address:251 Little Falls Drive, Wilmington, New Castle County, Delaware, USA (This address is the registered address; the Offeror carries out business at the headquarter placed in the California state in the United States.)
2. Name of Target GCA Corporation
3. Class of Share Certificates, Etc. to be Purchased, Etc.
4. 1. Common Stock
   2. Stock Option (as listed below; the "Stock Options")
   3. 1. The Seventh Series Stock Options issued pursuant to a resolution of the Target's board of directors' meeting held on May 1, 2013 (Exercise period: from April 1, 2014 to March 31, 2023) (the "Seventh Stock Options").
      2. The Eighth Series Stock Options issued pursuant to a resolution of the Target's board of directors' meeting held on May 1, 2013 (Exercise period: from April 1, 2014 to March 31, 2023) (the "Eighth Stock Options").
      3. • 1 -