Notice Concerning Commencement of Tender Offer for Shares of ARTERIA Networks Corporation (Securities Code: 4423)[539KB]

	July 4, 2023
To whom it may concern
Company Name:	Marubeni Corporation
Name of Representative:	Masumi Kakinoki, President and
	CEO, Member of the Board
(Securities Code:	8002, Tokyo Prime)
For Inquiries:	Ryuhei Koyama
	General Manager, Medial Relations
	Sec.
	(TEL: [phone])
Company Name:	SECOM CO., LTD.
Name of Representative:	Ichiro Ozeki, President and
	Representative Director
(Securities Code:	9735, Tokyo Prime)
For Inquiries:	Toru Yokei
	General Manager, IR Department
	(TEL: [phone])

Notice Concerning Commencement of Tender Offer for

Shares of ARTERIA Networks Corporation (Securities Code: 4423)

As announced in "Notice Concerning Planned Commencement of Tender Offer for Shares of ARTERIA Networks Corporation (Securities Code: 4423)" (the "Tender Offerors Press Release Dated May 11, 2023"), Marubeni Corporation ("Marubeni") and SECOM CO., LTD. ("SECOM"; together with Marubeni, collectively referred to as the "Tender Offerors") determined that the Tender Offerors would jointly acquire the shares of common stock (the "Target Company Share(s)") of ARTERIA Networks Corporation (the "Target Company") by tender offer (the "Tender Offer") pursuant to the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended, hereinafter the "Act") and they would commence the Tender Offer if certain conditions including the completion of such procedures and measures (for details, please see "(1) Overview of the Tender Offer" of "1. Purpose of Purchase" below; such conditions precedent are hereinafter referred to as the "Conditions Precedent") are satisfied (or waved by the Tender Offerors) since it was expected that the completion of the necessary procedures and measures under Japanese and Chinese competition laws would take a certain period of time. As the Tender Offerors have recently confirmed that all Conditions Precedent have been satisfied, the Tender Offerors today hereby announce as follows that they will commence the Tender Offer from July 5, 2023.

1. Purpose of the Purchase

1. Overview of the Tender Offer
   As of today, Marubeni owns 25,000,100 shares of the Target Company Shares (ownership ratio (Note 1): 50.06%), which are listed on the Prime Market of the Tokyo Stock Exchange, Inc. ("Tokyo Stock Exchange"), and the Target Company is a consolidated subsidiary of Marubeni. As of today, SECOM does not own any Target Company Shares.
   (Note 1) "Ownership ratio" means the ratio (expressed as a percentage rounded to two decimal places; this expression of ownership ratio shall be applied unless provided otherwise) of the number of shares owned to the number of Target Company Share (49,940,458 shares) as calculated by deducting the number of the treasury shares owned by the Target Company as of March 31, 2023, as described in the Annual Securities Report for the 8th Fiscal Year submitted by the Target Company on June 29, 2023 (the "Target Company Annual Securities Report") (59,542 shares), from the total number of issued shares of the Target Company as of the same date as described in the Target Company Annual Securities Report (50,000,000 shares).
   As announced in the Tender Offerors Press Release Dated May 11, 2023, the Tender Offerors determined, respectively, to enter into the Joint Tender Offer Agreement as of May 11, 2023 (the "Joint Tender Offer Agreement") and, subject to the
   Conditions Precedent described in the (i) to (viii) below, which are provided in the Joint Tender Offer Agreement, being

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satisfied (or waived by the Tender Offerors), conduct the Tender Offer, in which all of the Target Company Shares (excluding the Target Company Shares owned by Marubeni and the treasury shares owned by the Target Company; the same applies hereinafter) are subject, as part of a series of transactions (the "Transactions") aimed at making the Tender Offerors the only shareholders of the Target Company with the percentage of voting rights held by Marubeni and SECOM in the Target Company after privatization to be 66.66% and 33.34, respectively.

1. At the meeting of the board of directors of the Target Company, the board of directors of the Target Company resolve, upon unanimous approval of all of the directors without conflicts of interest, 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 "Affirmative Opinion"), and the Affirmative Opinion has been made public and has not been changed or withdrawn;

1. The Special Committee of the Target Company established in connection with the Tender Offer has made a report to the board of directors of the Target Company to the effect that it is appropriate to express an Affirmative Opinion, and such report has been made public and has not been changed or withdrawn;
2. The representations and warranties by the Tender Offerors set forth in the Joint Tender Offer Agreement (Note 2) are true and accurate in all material respects;
3. The Joint Tender Offer Agreement and the Shareholders Agreement entered into by the Tender Offerors as of May 11, 2023 (the "Shareholders Agreement") have been validly and legally executed and are validly existing, and all obligations that the Tender Offerors shall perform or comply with by the commencement of the Tender Offer under the Joint Tender Offer Agreement and the Shareholders Agreement have been performed or complied with in all material respects (for details, please see "(i) Joint Tender Offer Agreement" in "(6) Matters Concerning Material Agreement Regarding the Tender Offer" below);
4. In connection with the Transactions, the procedures and measures required under the Japanese and Chinese

competition laws have been implemented, and the waiting period (if any) has elapsed;

1. No decision, etc., has been made by any governmental agency, etc., that restricts or prohibits the Transactions;
2. There are no material facts (those set forth in Article 166, Paragraph 2 of the Act) concerning the businesses with respect to the Target Company that have not been made public (the meaning set forth in Article 166, Paragraph 4 of the Act) by the Target Company, and there are no facts pertaining to a launch of a tender offer with respect to the Target Company Shares or facts pertaining to a suspension of a tender offer (those set forth in Article 167, Paragraph 2 of the Act) that have not been made public (the meaning set forth in Article 167, Paragraph 2 of the Act); and
3. Since the execution date of the Joint Tender Offer Agreement, there have not been any events that could have a material adverse effect on the businesses, financial position, results of operations or cash flows, or any of the forecasts, of the Target Company group consisting of the Target Company and its subsidiaries and affiliates, and no material changes have occurred in market conditions of the domestic or international stock markets, etc., financial conditions,

or economic conditions.

(Note 2) In the Joint Tender Offer Agreement, Marubeni has made representations and warranties on matters regarding (a) the legal and valid incorporation and existing as corporation, the authority and corporate power necessary for their businesses, (b) the due execution of, and the internal procedures necessary for, the Joint Tender Offer Agreement and the Shareholders Agreement, (c) the enforceability, (d) the absence of any conflict of laws or regulations, etc.,

1. the absence of any transactions with anti-social forces, (f) the absence of any insolvency proceedings, and (g) the ownership of the Target Company Shares. In addition, SECOM has made representations and warranties on matters regarding (a) the legal and valid incorporation and existing as corporation, the authority and corporate power necessary for their businesses, (b) the due execution of, and the internal procedures necessary for, the Joint Tender Offer Agreement and the Shareholders Agreement, (c) the enforceability, (d) the absence of any conflict of laws or regulations, etc., (e) the absence of any transactions with anti-social forces, and (f) the absence of any insolvency proceedings.

Subsequently, with respect to the clearance under Chinese competition law, the State Administration for Market Regulation of the People's Republic of China issued a document dated June 2, 2023 to resolve to approve the acquisition of Target

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Company Shares through the Tender Offer (the "Share Acquisition"), and the Tender Offerors received such document on June 2, 2023 and confirmed that the Share Acquisition was approved as of June 2, 2023. With respect to the clearance under Japanese competition law, (i) the Tender Offerors received "Notice regarding Shortening of Waiting Period" from Fair Trade Commission of Japan on June 29, 2023 and the waiting period for Share Acquisition was expired after June 29, 2023 and (ii) the Tender Offerors received "Notification of Non-Issuance of the Cease and Desist Order" and the advance notification period for cease and desist order was expired on June 29, 2023. Given that, the Tender Offerors confirmed that they have, under the relevant competition laws, obtained all clearances necessary for the implementation of the Transactions, and that they would now be able to acquire the Target Company Shares by the Tender Offer. In addition, as a result of the Tender Offerors confirming that all Conditions Precedent have been satisfied as of today, therefore, the Tender Offerors determined today to commence the Tender Offer from July 5, 2023.

In the Tender Offer, the Tender Offerors have set 8,293,500 shares (ownership ratio:16.61%) as the minimum number of shares to be purchased, and, if the total number of shares that are offered for sale in response to the Tender Offer (the "Tendered Shares") is less than such minimum number, the Tender Offerors will not purchase any of the Tendered Shares. On the other hand, as described above, since the Tender Offerors contemplate to acquire all of the Target Company Shares (excluding the Target Company Shares owned by Marubeni and the treasury shares owned by the Target Company), the maximum number of shares to be purchased has not been set, and, if the total number of the Tendered Shares is no less than the minimum number to be purchased, the Tender Offerors will purchase all of the Tendered Shares.

The minimum number of shares to be purchased in the Tender Offer (8,293,500 shares) has been set such that the aggregate number of voting rights of the Target Company to be held by the Tender Offerors together with the 25,000,100 shares (ownership ratio: 50.06%) of the Targe Company Shares owned by the Tender Offerors as of today after the completion of the Tender Offer will be equivalent to, or more than, two-thirds of the total voting rights of the Target Company (the number of voting rights (499,404) corresponding to the number of shares (49,940,458 shares) obtained by deducting (A) the number of treasury shares held by the Target Company (59,542 shares) as of March 31, 2023 stated in the Target Company Annual Securities Report, from (B) the total number of issued shares of the Target Company (50,000,000 shares) as of the same date as stated in the Target Company Annual Securities Report). While the Tender Offer aims to make the Tender Offerors the only shareholders of the Target Company, since a special resolution at a shareholders meeting, as stipulated in Article 309, Paragraph 2 of the Companies Act (Act No. 86 of 2005, as amended; the same applies hereinafter), is required when implementing the Share Consolidation (as defined in "(4) Post-Tender Offer Reorganization Policy (Two-Step Acquisition Items)" below), in order to ensure that such procedures are practicable, the minimum number of shares to be purchased in the Tender Offer has been set so that the Tender Offerors will own at least two-thirds of the total number of voting rights held by all shareholders of the Target Company after the Tender Offer.

With respect to the purchase method of the Tendered Shares by each of the Tender Offerors, among the total number of the Tendered Shares, Marubeni will purchase up to 8,293,500 shares of the Tendered Shares, which is the same as the minimum number of shares to be purchased, and SECOM will purchase the remaining Tendered Shares.

As stated above, since the Tender Offer aims to make the Tender Offerors the only shareholders of the Target Company, if the Tender Offer has been completed but the Tender Offerors were unable to acquire all of the Target Company Shares (excluding the Target Company Shares owned by Marubeni and the treasury shares owned by the Target Company) through the Tender Offer, as described in "(4) Post-Tender Offer Reorganization Policy (Two-Step Acquisition Items)" below, the Tender Offerors will acquire all of the Target Company Shares (excluding the Target Company Shares owned by Marubeni and the treasury shares owned by the Target Company) by conducting a series of procedures to make the Tender Offerors the only shareholders of the Target Company (the "Squeeze-OutProcedures").

Furthermore, since the Tender Offerors intend to have Marubeni and SECOM hold 66.66% and 33.34% of the voting rights, respectively, they plan to take procedures to adjust the ratio of voting rights held by the Tender Offerors by, following the Squeeze-Out Procedures, transferring a portion of the Target Company Shares from Marubeni to SECOM after conducting a stock split of the Target Company Shares (the timing of implementing such adjustment procedures and the details thereof are undetermined as of today).

As of today, the Target Company Shares are listed on the Prime Market of the Tokyo Stock Exchange. However, as described in "(5) Possibility of Delisting and Reasons therefor" below, depending on the results of the Tender Offer, the Target

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Company Shares may be delisted after performing the prescribed procedures, and if, after the completion of the Tender Offer, the procedures described in "(4) Post-Tender Offer Reorganization Policy (Two-Step Acquisition Items)" below are to be implemented, the Target Company Shares will be delisted after performing such procedures.

According to "Notice of Opinion Regarding Planned Commencement of Tender Offer for Shares of ARTERIA Networks Corporation by the Controlling Shareholders Marubeni Corporation and SECOM CO., LTD." dated May 11, 2023, (the "Target Company Press Release Dated May 11, 2023"), at a meeting of the board of directors of the Target Company held on May 11, 2023, the Target Company resolved to express its opinion at that time to support the Tender Offer and to recommend that the shareholders of the Target Company tender their shares in the Tender Offer if the Tender Offer is commenced, based on the grounds and reasons described in "(C) Details of Determination by the Target Company" of "(ii) Process of, and Reasons for, the Decision Making by the Target Company in Support of the Tender Offer" of "(2) Background Leading to the Decision to Implement the Tender Offer, Purpose and Decision-Making Process of the Tender Offer, and Management Policy After the Tender Offer" below. Upon the aforementioned resolution, as described in "(C) Details of Determination by the Target Company" of "(ii) Process of, and Reasons for, the Decision Making by the Target Company in Support of the Tender Offer" of "(2) Background Leading to the Decision to Implement the Tender Offer, Purpose and Decision-Making Process of the Tender Offer, and Management Policy After the Tender Offer" below, the Target Company resolved at the aforementioned board of directors' meeting to request, at the time of commencement of the Tender Offer, a special committee (the "Special Committee") established by the Target Company to consider the proposed Transactions, to examine whether there is any change in the report submitted to the board of directors of the Target Company from the Special Committee as of May 11, 2023 (the "Report Dated May 11, 2023" For the overview of the Report Dated May 11, 2023 and specific activities of the Special Committee, please refer to "(ii) Background of the Valuation" of "(4) Basis of Valuation of Tender Offer Price" of "2. Overview of the Purchase" below.), and report to the board of directors of the Target Company, if there is no change from the previous opinion, to such effect, and, if there is any change, the opinion of the Special Committee after such change. The Target Company also resolved that it will express its opinion regarding the Tender Offer again at the time of commencement of the Tender Offer in light of such opinion of the Special Committee.

In addition, according to "Notice of Supporting Opinion and Recommendation to Tender in the Tender Offer for Shares of ARTERIA Networks Corporation by the Controlling Shareholders Marubeni Corporation and SECOM CO., Ltd." announced by the Target Company today (together with the Target Company Press Release Dated May 11, 2023, the "Target Company Press Releases"), on June 1, 2023, the Tender Offerors notified the Target Company that the Tender Offer was scheduled to commence on July 5, 2023, as they expected to obtain clearance under Chinese competition law in late June 2023 and clearance under Japanese competition law in early July 2023, respectively, and the Target Company began preparations to reexamine the terms and conditions of the Tender Offer. On June 2, 2023, the Target Company requested the Special Committee to examine whether there is any change in the Report Dated May 11, 2023, and report to the board of directors of the Target Company, if there is no change from the previous opinion, to such effect, and, if there is any change, the opinion of the Special Committee after such change. Subsequently, on June 29, 2023, the Tender Offerors notified the Target Company that as necessary procedures and measures under the Japanese and Chinese competition laws have been completed, they planned to commence the Tender Offer on July 5, 2023, on the assumption that the Conditions Precedent are satisfied. In response to the receipt of the aforementioned consultation on June 2, 2023, the Special Committee again confirmed the facts regarding whether any material changes in circumstances affecting the Transactions have occurred since May 11, 2023, and examined the aforementioned consultation matters. As a result of the review of the aforementioned consultation matters, the Special Committee confirmed that there were no circumstances that require a change in the content of the Report Dated May 11, 2023, taking into consideration the circumstances since May 11, 2023 until July 3, 2023, and submitted a report (the "Report Dated July 3, 2023" For the overview of the Report Dated July 3, 2023 and specific activities of the Special Committee, please refer to "(Measures to Ensure Fairness of the Tender Offer, Such as Measures to Ensure Fairness of the Tender Offer Price as Well as to Avoid Conflicts of Interest)" of "(ii) Background of the Valuation" in "(4) Basis of Valuation of Tender Offer Price" of "2. Overview of the Purchase" below.) to the board of directors of the Target Company on July 3, 2023, stating that there were no changes to the previous opinion.

On that basis, while respecting to the fullest extent the content of the Report Dated July 3, 2023 submitted by the Special Committee, the Target Company has once more carefully reviewed the terms and conditions of the Tender Offer in light of

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the Target Company's business conditions and the environment surrounding the Transactions, and as a result, the Target Company has determined that, as of today, there are no factors that would cause the Target Company to change its opinion regarding the Tender Offer as of May 11, 2023.

Based on the above, at the meeting of the board of directors of the Target Company held today, the board of directors of the Target Company (four (4) directors excluding Mr. Osamu Okubo out of five (5) directors in total) unanimously resolved once again to express its opinion to support the Tender Offer and recommend that the Target Company's shareholders tender their shares in the Tender Offer.

For details regarding each of the above resolutions at the meetings of the board of directors of Target Company on May 11, 2023 and today, see the Target Company Press Releases and "(F) Approval of All of Directors of the Target Company Without Conflicts of Interest and Opinion of Non-objection of All of Audit & Supervisory Board Members Without Conflicts of Interest" of "(Measures to Ensure Fairness of the Tender Offer, Such as Measures to Ensure Fairness of the Tender Offer Price as Well as Measures to Avoid Conflicts of Interest)" of "(ii) Background of the Valuation" of "(4) Basis of Valuation of Tender Offer Price" of "2. Overview of the Purchase" below.

1. Background Leading to the Decision to Implement the Tender Offer, Purpose and Decision-Making Process of the Tender Offer, and Management Policy After the Tender Offer
2. 1. Background to the Decision by the Tender Offerors to Implement the Tender Offer, and Purpose and Decision-Making Process of the Tender Offer
   2. 1. 
         Marubeni was established on December 1, 1949. In July 1950, Marubeni listed its shares on the Tokyo Stock
         Exchange and the former Osaka Securities Exchange, Co., Ltd. ("Former Osaka Securities Exchange"). Marubeni group (the "Marubeni Group") is comprised of Marubeni, 317 consolidated subsidiaries and 163 affiliates (as of
         March 31, 2023). Through its domestic and overseas networks, Marubeni conducts, in a broad number of fields, a diverse range of business activities, including various service businesses, domestic and foreign business investments, and resource development, in addition to export and import (including foreign trade) and domestic transactions.
         In accordance with the spirit grounded in "Fairness, Innovation and Harmony," the Marubeni Group is proudly committed to social and economic development and safeguarding the global environment by conducting fair and upright corporate activities. The Marubeni Group adopted a vision of its future self as a "Global crossvalue platform" and aims to generate new value by freely combining the Marubeni Group's strengths, internal and external expertise, and individual dreams and visions, and consolidating the Marubeni Group as one single platform. The Marubeni Group is promoting the creation of these values mainly through the 16 Business Divisions, which are under the control of four groups, namely, Consumer Products Group, Materials Group, Energy & Infrastructure Solution Group, and Transportation & Industry Machinery Financial Business Group, as well as CDIO (Note 1).
         (Note 1) "CDIO" is an abbreviation for "Chief Digital Innovation Officer" and CDO is placed in a position to oversee the business group, which invests in next-generation technology bases, etc., consisting of the Next Generation Business Development Division and the Next Generation Corporate Development Division.
         Of the above Business Divisions, the IT Solutions Division under the Consumer Products Group handles the domain of networks. Upon the engagement by the IT Solutions Division in the domain of networks, Global Access Ltd.
         ("Global Access") was established and leased line services (Note 2) were commenced in the early days of the Internet in the 1990s, and in 2000, Global Solution K.K. ("Global Solution") was established and Internet VPN services (Note
      2. were commenced. Global Access and Global Solutions merged to form a parent organization of the Target Company. Further, in 2014, UCOM Corporation, which provides Internet access services using optical fibers, joined the Target Company, and in 2017, Tsunagu Network Communication Inc., which provides ISP services (Note 4) for condominiums, joined the Target Company, forming the current structure of the Target Company. In the future, the digitalization of society and industry will be promoted further, data will be collected everywhere, and data circulation will progress, and therefore it is essential to strengthen digital infrastructure. In the process of strengthening digital infrastructure, it is expected that large-capacity, stable, and secure networks will become the foundation of social infrastructure. Marubeni believes that the infrastructure and services owned and provided by the Target Company

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