Financial Instruments and Exchange Act

A tender offeror must prepare a document that states the particulars specified by Cabinet Office Order from among the particulars that are required to be stated in a tender offer statement and the particulars that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors (hereinafter referred to as a "tender offer explanation" in this Section and Articles 197-2 and 200), pursuant to the provisions of Cabinet Office Order.

If a tender offeror, with regard to the particulars stated in the tender offer statement (excluding the particulars that are required to be stated in the public notice of the commencement of a tender offer; hereinafter the same applies in this paragraph) from among the particulars that are required to be stated in the tender offer explanation pursuant to the preceding paragraph, has stated in the tender offer explanation to the effect that the tender offer statement is to be referred to and the particulars specified by Cabinet Office Order as necessary for investors to inspect the particulars stated in that tender offer statement, the tender offeror is deemed to have stated in the tender offer explanation the particulars stated in that tender offer statement.

When effecting a purchase, etc. of share certificates, etc. through a tender offer, the tender offeror must deliver a tender offer explanation to a person seeking to sell, etc. those share certificates, etc., pursuant to the provisions of Cabinet Office Order.

If a tender offeror has submitted an amended statement pursuant to the provisions of paragraphs (1) through (4) of the preceding Article, except in a case specified by Cabinet Office Order as one in which the influence on investors' investment decisions is minor, it must immediately amend the tender offer explanation pursuant to the provisions of Cabinet Office Order and deliver the amended tender offer explanation to any person to which the tender offer explanation has already been delivered.

The issuer of the share certificates, etc. involved in a tender offer (hereinafter referred to as the "target company" in this Section and Article 27-30-11, paragraph (4)), pursuant to the provisions of Cabinet Office Order, must submit a document that states its opinion about the tender offer and other particulars specified by Cabinet Office Order (hereinafter referred to as the "target company's position statement") to the Prime Minister within a period specified by Cabinet Order from the date on which the public notice of the commencement of the tender offer is issued.

The target company may include the following particulars in the target company's position statement, in addition to its opinion about the tender offer:

questions for the tender offeror; or

a request for an extension of the purchase, etc. period indicated in the public notice of the commencement of the tender offer to the period specified by Cabinet Order (but only if the purchase, etc. period is shorter than the period specified by Cabinet Order).

If the request set forth in item (ii) of the preceding paragraph has been included in the target company's position statement pursuant to the preceding paragraph and the Prime Minister makes the target company's position statement available for public inspection pursuant to Article 27-14, paragraph (1), the tender offeror must extend the purchase, etc. period to the period specified by Cabinet Order.

If a target company makes the request set forth in paragraph (2), item (ii) in the target company's position statement under paragraph (2), the target company, pursuant to the provisions of Cabinet Order, must issue public notice of the purchase, etc. period after the extension under the preceding paragraph, and of the other particulars specified by Cabinet Office Order, by the day following the last day of the period set forth in paragraph (1).

If a target company that issues the public notice under the preceding paragraph (hereinafter referred to as the "public notice of a request for a period extension" in the following paragraph) finds a formal deficiency in the content of that public notice or finds that its content conflicts with the facts of the matter, the target company must amend this content and issue a public notice or a public announcement pursuant to the provisions of Cabinet Office Order.

If the Prime Minister finds it to be necessary for the public notice of a request for a period extension to be amended, the Prime Minister, pursuant to the provisions of Cabinet Office Order, may order the target company that issued that public notice to issue a public notice or public announcement of the details of the amended statement within the time limit designated by the Prime Minister.

A disposition under the preceding paragraph may not be reached after the last day of the tender offer period (including the period by which it is required to be extended pursuant to Article 27-8, paragraph (8)).

The provisions of Article 27-8, paragraphs (1) through (5) (excluding Article 27-8, paragraph (3), items (ii) and (iii)) apply mutatis mutandis to a target company's position statement. In this case, in Article 27-8, paragraph (1), the term "tender offeror" is deemed to be replaced with "target company as defined in Article 27-10, paragraph (1)" and the term "amended statement" is deemed to be replaced with "amended report"; in Article 27-8, paragraph (2), the phrase "the terms of purchase, etc. change" is deemed to be replaced with "opinion about the tender offer changes", the term "tender offeror" is deemed to be replaced with "target company defined in Article 27-10, paragraph (1)", and the term "amended statement" is deemed to be replaced with "amended report"; in Article 27-8, paragraphs (3) and (4), the term "tender offeror" is deemed to be replaced with "target company defined in Article 27-10, paragraph (1)" and the term "amended statement" is deemed to be replaced with "amended report"; and in Article 27-8, paragraph (5), the phrase "A disposition under paragraph (3)" is deemed to be replaced with "A disposition under paragraph (3) as applied mutatis mutandis pursuant to Article 27-10, paragraph (8)", the term "amended statement" is deemed to be replaced with "amended report", and the phrase "disposition under the preceding paragraph" is deemed to be replaced with "disposition under the preceding paragraph as applied mutatis mutandis pursuant to Article 27-10, paragraph (8)".

Immediately after submitting a target company's position statement, the target company in a tender offer must send a copy of the target company's position statement to the tender offeror involved in the tender offer (and to any person that has already submitted a tender offer statement for share certificates, etc. of which the target company is the issuer as of the day on which it submits the target company's position statement), and, if the share certificates, etc. involved in the tender offer fall under a category set forth in any of the items of Article 27-3, paragraph (4), the target company must also send a copy of the target company's position statement to the person specified in the relevant item for the category of share certificates, etc. set forth in that item.

The preceding paragraph applies mutatis mutandis if an amended report is submitted pursuant to Article 27-8, paragraphs (1) through (4) as applied mutatis mutandis pursuant to paragraph (8).

If a question referred to in paragraph (2), item (i) has been included in a target company's position statement, a tender offeror that receives a copy of the target company's position statement pursuant to paragraph (9) must submit a document, pursuant to the provisions of Cabinet Office Order, stating an answer to the question (or, if it finds that it is not necessary to answer the question, the reason why it finds this to be so) and other particulars specified by Cabinet Office Order (hereinafter referred to as the "tender offeror's answer") to the Prime Minister within a period specified by Cabinet Order from the date on which it receives the copy of the target company's position statement.

The provisions of Article 27-8, paragraphs (1) through (5) (excluding Article 27-8, paragraph (3), items (ii) and (iii)) apply mutatis mutandis to a tender offeror's answer. In this case, in Article 27-8, paragraph (1), the term "amended statement" is deemed to be replaced with "amended report"; in Article 27-8, paragraph (2), the phrase "terms of purchase, etc. change" is deemed to be replaced with "answer changes" and the term "amended statement" is deemed to be replaced with "amended report"; in Article 27-8, paragraphs (3) and (4), the term "amended statement" is deemed to be replaced with "amended report"; and in Article 27-8, paragraph (5), the phrase "A disposition under paragraph (3)" is deemed to be replaced with "A disposition under paragraph (3) as applied mutatis mutandis pursuant to Article 27-10, paragraph (12)", the term "amended statement" is deemed to be replaced with "amended report", and the phrase "disposition under the preceding paragraph" is deemed to be replaced with "disposition under the preceding paragraph as applied mutatis mutandis pursuant to Article 27-10, paragraph (12)".

Immediately after submitting a tender offeror's answer, the tender offeror must send a copy of the tender offeror's answer to the target company (and to any person that has already submitted a tender offer statement for share certificates, etc. of which the target company is the issuer as of the day on which it submits the tender offeror's answer), and, if the share certificates, etc. involved in the tender offer fall under a category set forth in any of the items of Article 27-3, paragraph (4), the tender offeror must also send a copy of the tender offeror's answer to the person specified in the relevant item for the category of share certificates, etc. set forth in that item.

The provisions of the preceding paragraph apply mutatis mutandis if an amended report is submitted pursuant to Article 27-8, paragraphs (1) through (4) as applied mutatis mutandis pursuant to paragraph (12).

A tender offeror may not withdraw offers or cancel contracts in connection with a tender offer (hereinafter collectively referred to as "tender offer withdrawal, etc." in this Section) after having issued public notice of the commencement of the tender offer; provided, however, that this does not apply if the tender offeror states as one of the terms of purchase, etc. in the public notice of the commencement of the tender offer and in the tender offer statement that the tender offer may be withdrawn if a material change occurs in the business or property of the issuer of the share certificates, etc. that are involved in the tender offer or in its subsidiary (meaning a subsidiary as defined in Article 2, item (iii) of the Companies Act) or any other circumstance occurs that would significantly compromise its ability to achieve the purpose of the tender offer (limited to circumstances specified by Cabinet Order), or if an order to commence bankruptcy proceedings is issued against the tender offeror or any other material change in circumstances specified by Cabinet Order occurs.

If the tender offeror seeks to effect a tender offer withdrawal, etc. under the proviso to the preceding paragraph, the tender offeror must issue a public notice indicating that it will effect a tender offer withdrawal, etc., the reason for this, and other particulars specified by Cabinet Office Order by the last day of the tender offer period, pursuant to the provisions of Cabinet Order; provided, however, that if it is difficult for the tender offeror to issue such a public notice by the last day of the tender offer period, the tender offeror is to issue a public announcement of the details that are required to be stated in the public notice, pursuant to the provisions of Cabinet Office Order, and issue the public notice immediately following.

A person issuing a public notice or public announcement under the preceding paragraph must submit a document to the Prime Minister, pursuant to the provisions of Cabinet Office Order, in which it states the details that are required to be stated in the public notice provided for in the preceding paragraph and other particulars specified by Cabinet Office Order (hereinafter referred to as a "written tender offer withdrawal notice" in this Section and Articles 197 and 197-2) on the day on which that person issues the public notice or public announcement.

The provisions of Article 27-3, paragraph (4) apply mutatis mutandis to a written tender offer withdrawal notice. In this case, in Article 27-3, paragraph (4), the phrase "the issuer of the share certificates, etc. involved in the tender offer is made (and to any person that has already submitted a tender offer statement for the share certificates, etc. of that issuer as of the day on which the tender offeror submits the tender offer statement)" is deemed to be replaced with "the issuer of the share certificates, etc. involved in the tender offer".

A tender offer withdrawal, etc. comes into effect only if public notice is given pursuant to paragraph (2). In this, the tender offer withdrawal, etc. comes into effect at the time at which the public notice is given (or at the time when the public announcement is made, if the public announcement and the public notice are given pursuant to the proviso to paragraph (2)).