Financial Instruments and Exchange Act

A tender offeror, etc. that violates the provisions of Article 27-5 (including as applied mutatis mutandis pursuant to Article 27-8, paragraph (10); hereinafter the same applies in this paragraph) in effecting a purchase, etc. of share certificates, etc. is liable to compensate for damage sustained by a person that sells, etc. its share certificates, etc. in response to the tender offer (excluding persons that sell, etc. share certificates, etc. to which Article 27-5 is applicable and the part of the persons that are prescribed in paragraph (2), item (i) of the following Article).

The amount of compensation for which the tender offeror, etc. is liable pursuant to the preceding paragraph is the price that the tender offeror, etc. pays at the time it effects a purchase, etc. referred to in the preceding paragraph (this includes providing a benefit equivalent to such a price, and if prices are not the same for all purchases, etc., the most favorable of them is used) less the tender offer price (meaning the purchase, etc. price stated in the public notice of the commencement of the tender offer and tender offer statement, or, if the tender offeror, etc. changes the purchase, etc. price pursuant to a public notice or public announcement under Article 27-6, paragraph (2) or (3), this means the purchase, etc. price after the change; hereinafter the same applies in this Section), multiplied by the number of tendered share certificates, etc. of a claimant under the preceding paragraph (excluding tendered share certificates, etc. that could not have been sold, etc. through the pro rata method; the same applies in paragraph (2) of the following Article and Article 27-20, paragraph (2)).

A person that, in acquiring share certificates, etc. or effecting other settlement procedures for a purchase, etc. of share certificates, etc. through a tender offer (hereinafter referred to as a "tender offer purchaser" in this Article) violates the provisions of Article 27-13, paragraph (4), is liable to compensate for damage sustained by a person that sells, etc. its share certificates, etc. in response to the tender offer (in a case set forth in item (i) of the following paragraph, this excludes a person that sells, etc. its share certificates, etc. at a price that is more favorable than the tender offer price (this includes being provided with a benefit equivalent to such a price; hereinafter the same applies in this Article); and in a case set forth in item (ii) of the following paragraph, it includes a person that could not sell, etc. its share certificates, etc. due to the tender offer purchaser's use of the different method referred to in item (ii)).

In the following cases, the amount of compensation for which a tender offer purchaser is liable pursuant to the preceding paragraph is the amount specified in the relevant of the following items for the category set forth in that item:

if the tender offer purchaser only purchases, etc. share certificates, etc. at a price that is more favorable than the tender offer price from a part of the persons that sell, etc. their share certificates, etc. in response to the tender offer:the favorable price (if two or more favorable prices are used for the purchases, etc., the most favorable price) less the tender offer price, multiplied by the number of tendered share certificates, etc. of a claimant under the preceding paragraph; and

if the tender offer purchaser purchases, etc. share certificates, etc. through a method that is different from the pro rata method stated in the tender offer statement:the number of share certificates, etc. that should have been purchased, etc. from a claimant under the preceding paragraph, as calculated using that pro rata method, less the number of share certificates, etc. that the tender offer purchaser actually purchased, etc. from the claimant (or, if the tender offer purchaser did not purchase, etc. any share certificates, etc. from the claimant, the number of the share certificates, etc. that should have been purchased, etc. from the claimant, as calculated using that pro rata method), multiplied by the difference between the tender offer price (or the price paid by the tender offeror as specified in Article 27-17, paragraph (2), in a case to which paragraph (1) of the preceding Article is also applicable; the favorable price referred to in the preceding item, in a case to which the preceding item is also applicable; or the more favorable of these prices, in a case to which both Article 27-17, paragraph (1) and the preceding item are also applicable) and the market price of the share certificates, etc. at the time the claimant claims damages under the preceding paragraph (this is the estimated disposal price, if there is no market price for the share certificates, etc., or the disposal price, if the share certificates, etc. are disposed of prior to the claim being filed).

The provisions of Article 17, paragraph (1) apply mutatis mutandis to a person that has caused a person to make a sale, etc. of share certificates, etc. through the use of a tender offer explanation (including, if the tender offer explanation states to the effect that the tender offer statement is to be referred to pursuant to Article 27-9, paragraph (2), that tender offer statement (including its amended statement; the same applies in the following Article and Article 27-21, paragraph (2), item (i))) or other representation that contains a false statement regarding a material particular, lacks a representation of a material particular that is required to be represented, or lacks a representation of a material fact that is necessary to prevent it from being misleading. In this case, in Article 17, paragraph (1), the phrase "a person that acquires the securities" is deemed to be replaced with "a person that has made a sale, etc. (meaning a sale, etc. prescribed in Article 27-2, paragraph (6)) of share certificates, etc. (meaning share certificates, etc. prescribed in Article 27-2, paragraph (1)) in response to a tender offer (meaning a tender offer prescribed in Article 27-3, paragraph (1))".

The provisions of Article 18, paragraph (1) apply mutatis mutandis to the following persons. In this case, in Article 18, paragraph (1), the phrase "a person that acquires the securities through the public offering or secondary distribution" is deemed to be replaced with "a person that has made a sale, etc. (meaning a sale, etc. prescribed in Article 27-2, paragraph (6); hereinafter the same applies in this paragraph) of share certificates, etc. (meaning share certificates, etc. prescribed in Article 27-2, paragraph (1); hereinafter the same applies in this paragraph) in response to a tender offer (meaning a tender offer prescribed in Article 27-3, paragraph (1); hereinafter the same applies in this paragraph)", in the proviso to that paragraph, the phrase "the person that acquires the securities" is deemed to be replaced with "the person that has made a sale, etc. of those share certificates, etc. in response to that tender offer", and the phrase "at the time the person offers to acquire the securities" is deemed to be replaced with "at the time of that sale, etc.":

a person that issues a public notice of the commencement of the tender offer or a public notice or public announcement under Article 27-6, paragraph (2) or (3), Article 27-7, paragraph (1) or (2) (including as applied mutatis mutandis pursuant to Article 27-8, paragraph (12)) or Article 27-8, paragraph (8) or (11) (hereinafter collectively referred to as "public notice of the commencement of a tender offer, etc." in this and the following Article) that contains a false representation regarding a material particular, lacks a representation of a material particular that is required to be represented, or lacks a representation of a material fact that is necessary to prevent it from being misleading;

a person that submits a tender offer statement that contains a false statement regarding a material particular, lacks a statement of a material particular that is required to be stated, or lacks a statement of a material fact that is necessary to prevent it from being misleading;

a person that prepares a tender offer explanation (including a tender offer explanation amended pursuant to Article 27-9, paragraph (4); hereinafter the same applies in this Article and paragraph (2), item (i) of the following Article) that contains a false statement regarding a material particular, lacks a statement of a material particular that is required to be stated, or lacks a statement of a material fact that is necessary to prevent it from being misleading; and

a person that submits a tender offeror's answer (including any amended report in connection with this; hereinafter the same applies in this and the following Articles) that contains a false statement regarding a material particular, lacks a statement of a material particular that is required to be stated, or lacks a statement of a material fact that is necessary to prevent it from being misleading.

If the provisions of the preceding paragraph (excluding items (i) and (iv)) are applicable and, in spite of having concluded a contract to purchase, etc., after the last day of the tender offer period, share certificates, etc. that are subject to the tender offer other than through that tender offer, the tender offeror does not state this in the tender offer statement or tender offer explanation but then effects the purchase, etc. under the contract after the last day of the tender offer period, the amount of compensation that the tender offer is liable for to a person that sells, etc. its share certificates, etc. in response to the tender offer (excluding a person that sells, etc. share certificates, etc. pursuant to such a contract, a person that sells, etc. share certificates, etc. to which Article 27-5 is applicable, and the part of the persons referred to in Article 27-18, paragraph (2), item (i)) is the price at which the tender offeror, etc. purchases, etc. them (this includes providing a benefit equivalent to such a price, and if prices are not the same for all purchases, etc., the most favorable of them is used) less the tender offer price, multiplied by the number of tendered share certificates, etc. of the claimant under Article 18, paragraph (1) as applied mutatis mutandis pursuant to the preceding paragraph.

Except for cases to which the preceding paragraph is applicable, the persons specified in the following items are jointly and severally liable for compensation under paragraph (1) with the persons set forth in the items of paragraph (1); provided, however, that this does not apply if the person specified in the following items proves that it did not know, and in the exercise of reasonable care could not have known, that the statement was false or had been omitted:

the specially related party (limited to a person specified in Article 27-2, paragraph (7), item (ii)) of a person set forth in any of the items of paragraph (1); and

if a person set forth in any of the items of paragraph (1) is a corporation or other organization, its director, accounting advisor, company auditor, executive officer, board member, auditor, or person equivalent thereto, at the time it submitted the public notice of the commencement of the tender offer, etc., the tender offer statement, or the tender offeror's answer, or at the time it prepared the tender offeror explanation.

A claim under the provisions of Article 27-17, paragraph (1) or a claim under the provisions Article 27-18, paragraph (1) in a case to which the provisions of Article 27-18, paragraph (2) is applicable extinguishes by prescription in the following cases:

when the claim is not exercised for one year from the time when the claimant comes to know, or in exercise of reasonable care could have come to know, of the presence of the violation; or

when the claim is not exercised for five years that runs from the day following the last day of the tender offer period for the relevant tender offer.

A claim under Article 27-20, paragraph (1) in a case to which paragraph (2) of the preceding Article is applicable extinguishes by prescription in the following cases:

when the claim is not exercised for one year starting from the time when the claimant comes to know, or in exercise of reasonable care could have come to know, that the public notice of the commencement of the tender offer, etc., tender offer statement, tender offer explanation, or tender offeror's answer contains a false statement or false representation regarding a material particular, lacks a statement of a material particular that is required to be stated or represented, or lacks a statement of a material fact that is necessary to prevent it from being misleading; or

when the claim is not exercised for a period of five years that runs from the day following the last day of the tender offer period for the relevant tender offer.

When the Prime Minister finds it to be necessary and appropriate in the public interest or for the protection of investors, the Prime Minister may order a tender offeror, a person that is found to be required to purchase, etc. share certificates, etc. through a tender offer pursuant to the main clause of Article 27-2, paragraph (1), a specially related party of either of these persons, or any other concerned party or witness, to submit reports or materials that should serve as a reference, and may have the relevant officials inspect these persons' books, documents, and any other articles.

When the Prime Minister finds it to be necessary and appropriate in the public interest or for the protection of investors, the Prime Minister may order a person that has submitted a target company's position statement, a person that is found to be required to submit the same, or any other concerned party or witness, to submit reports or materials that should serve as a reference, and may have the relevant officials inspect these persons' books, documents, and any other articles.

If the Prime Minister finds it necessary with regard to the order for report or submission of materials or the inspection under the preceding two paragraphs, the Prime Minister may make inquiries to public offices or public or private organizations and request them to report necessary matters.