Sojitz Corporation (TSE:2768) and Japan Airlines Co., Ltd. (TSE:9201) made an offer to acquire additional 48.14% stake in JALUX Inc. (TSE:2729) from a group of shareholders for ¥15.6 billion on November 2, 2021. The consideration shall be paid as ¥2,560 per share to acquire 6,091,166 shares with a minimum tender limit of 1,874,100 shares out of total outstanding 12,775,000 shares as of September 30, 2021. As of today, Sojitz holds all of the issued shares of the Tender Offeror (SJ Future Holdings Corporation), in accordance with the provisions of the Shareholders' Agreement, JAL and Sojitz plan to acquire the shares of common stock newly issued by the Tender Offeror, as the first capital increase, by the commencement date of the Tender Offer by the Tender Offeror, respectively. Then, the ratio of voting rights with respect to the shares of the Tender Offeror held by JAL and Sojitz will be 50.50% and 49.50%, respectively, and the Tender Offeror will be a consolidated subsidiary of JAL. As a result of the transactions, buyers will take the JALUX Inc. private. If the total number of the Tendered shares is less than the minimum number of shares to be purchased (1,873,800 shares), the Tender Offeror will not purchase any of the Tendered shares. The board of directors of JALUX Inc. resolved, upon unanimous approval, to express an opinion in favor of the Tender Offer and to recommend that the shareholders of the Target Company tender their shares in the Tender Offer, the procedures and waiting periods under the domestic and foreign (Japanese and Chinese) competition laws have been completed, the special committee, which was established by the Target Company, submitted a report to express an opinion that they are in favor of the Tender Offer and recommend that the shareholders to tender their shares. In addition, JAL and Sojitz entered into a non-tender agreement with Japan Airport Terminal on November 2, 2021 so as not to tender the Shares it holds. Moreover, JAL, Sojitz, and Japan Airport Terminal have agreed that, as soon as practicable after the completion of the Squeeze-Out Procedures, they will take necessary measures, such as stock splits in order to realize and to alter the ratio of voting rights in the shares held by Japan Airport Terminal to 8.08%. Currently JAL and Sojitz hold 2,727,500 shares (ownership ratio: 21.56%) and 2,810,500 shares (ownership ratio: 22.22%) respectively. Post completion, the ratio of voting rights in the shares of the Target Company held by JAL, Sojitz, the Tender Offeror, and Japan Airport Terminal will be 21.56%, 22.22%, 48.14%, and 8.08%, respectively. Tender Offerors aim to commence the Tender Offer in early February 2022. The Tender Offerors hereby announce on January 31, 2022, that they have decided to commence the Tender Offer from February 1, 2022 until March 16, 2022. Anderson Mori & Tomotsune acting as a legal advisor to JALUX Inc. Nomura Securities acted as a valuer. Mitsubishi UFJ Morgan Stanley Securities will be retained as the tender offer agent and au Kabucom Securities Co., Ltd. will be retained as the subagent. Mitsubishi UFJ Morgan Stanley Securities is Advising SJ Future Holdings Corporation shareholders that is Sojitz Corporation and Japan Airlines Co. Nagashima Ohno & Tsunematsu acting as a legal advisor to Sojitz. Nomura Securities Co., Ltd. acting as a financial advisor to JALUX Inc.

Sojitz Corporation (TSE:2768) and Japan Airlines Co., Ltd. (TSE:9201) completed the acquisition of additional 38.72% stake in JALUX Inc. from a group of shareholders for ¥12.5 billion on March 16, 2022.