Japan Rental Housing Investments Inc. (TSE:8986) entered into an agreement to acquire Nippon Healthcare Investment Corporation (TSE:3308) from Daiwa Securities Group Inc. (TSE:8601), Daiwa Real Estate Asset Management Co., Ltd., Uenoya Building Co., Ltd. and others for ¥15.1 billion on November 19, 2019. Under the terms of the transaction, Japan Rental Housing Investments Inc. will issue 152,995 investment units representing 1 Japan Rental Housing Investments unit being issued for 2.05 Nippon Healthcare Investment units. Prior to the transaction, Daiwa Securities Group Inc. holds 10.18% stake, Daiwa Real Estate Asset Management Co., Ltd. holds 1.33% stake, Uenoya Building Co., Ltd. holds 1.25% stake and post completion of the transaction, Daiwa Securities Group Inc. will hold 15.72% stake in the merged company. In related transactions, Japan Rental Housing Investments Inc. and Nippon Healthcare Investment Corporation will dispose of 27 Japan Rental Housing Investments properties with a total anticipated disposition price of ¥13.6 billion on April 1, 2020 and will acquire healthcare facilities comprising of 28 properties with total anticipated acquisition price of ¥62.66 billion on April 2, 2020. Post completion, Japan Rental Housing Investments Inc. will be the surviving corporation and Nippon Healthcare Investment will be absorbed into the buyer.

Japan Rental Housing Investments Inc. intends to delist Nippon Healthcare Investment Corporation post completion of the acquisition. Subject to the merger taking effect, Japan Rental Housing Investments will change its trade name to “Daiwa Securities Living Investment Corporation” and partially change its investment policies and investment targets. Japan Rental Housing Investments Inc. intends to appoint Shunsuke Suzuki as a new Executive Director and Chizuko Nakata as a new supervisory director and change the location of its head office.

The transaction is conditional on it being confirmed in a manner and substance reasonably satisfactory to both REITs that the filing of a registration statement on Form F-4 is not required for the Merger under the U.S. securities laws, Nippon Healthcare Investment and Daiwa Real Estate Asset Management have agreed in advance to terminate, as of the effective date of the Merger, the asset management agreement executed between Nippon Healthcare Investment and Daiwa Real Estate Asset Management, with the contents that Japan Rental Housing Investments is reasonably satisfied, Necessary procedures (including approval at each of the general meetings of unit holders of Japan Rental Housing Investments and Nippon Healthcare Investment) and obtaining permits and approvals as required to implement the Merger or the matters contemplated in connection with the Merger have been completed pursuant to applicable laws and regulations as well as internal rules, Consent has been obtained from all of the financial institutions that have been providing loans to Japan Rental Housing Investments or Nippon Healthcare Investment, approval from the other parties from whom both REITs should obtain an approval regarding the implementation of the merger. The transaction has been approved in the Board of Directors' Meeting of Japan Rental Housing Investments Inc. and Nippon Healthcare Investment Corporation on November 19, 2019. Japan Rental and Nippon Healthcare and together with Japan Rental Housing Investments announce that both REITs have respectively resolved at their respective board of directors meetings held today to implement an absorption-type merger as stated below, with Japan Rental Housing Investments as the surviving corporation and Nippon Healthcare Investment as the absorbed corporation with the effective date being April 1, 2020. The transaction is expected to close on April 1, 2020. Ernst & Young Transaction Advisory Services Co. Ltd. acted as financial advisor to Japan Rental Housing Investments Inc. Deloitte Tohmatsu Financial Advisory LLC acted as financial advisor to Nippon Healthcare Investment Corporation. Nagashima Ohno & Tsunematsu acted as legal advisor to Japan Rental Housing Investments Inc. and Kimura Takushima & Yamaguchi acted as legal advisor to Nippon Healthcare Investment Corporation.

Japan Rental Housing Investments Inc. (TSE:8986) completed the acquisition of Nippon Healthcare Investment Corporation (TSE:3308) from Daiwa Securities Group Inc. (TSE:8601), Daiwa Real Estate Asset Management Co., Ltd., Uenoya Building Co., Ltd. and others on April 1, 2020. Japan Rental Housing Investments Inc. has changed its trade name to Daiwa Securities Living Investment Corporation and the location of its head office.