Financial Instruments and Exchange Act

Except in a case provided for in the following paragraph, if a tender offeror, etc. makes securities the consideration for its purchases, etc. in a tender offer, and a public offering or secondary distribution of the relevant securities is subject to the main clause of Article 4, paragraph (1), the main clause of Article 4, paragraph (2), or the main clause of Article 4, paragraph (3), the tender offeror, etc. must not solicit offers to sell, etc. or perform other acts specified by Cabinet Office Order in connection with the tender offer unless the issuer of the securities provides the Prime Minister with the notification under those provisions at the same time as the submission of the tender offer statement or an amended statement.

In a case referred to in the preceding paragraph, if a shelf registration has been made for the securities referred to in that paragraph, the tender offeror, etc. must not solicit offers to sell, etc. or perform other acts specified by Cabinet Office Order in connection with the tender offer unless the shelf registration has come into effect and the shelf registrant of the Securities submits shelf registration supplements to the Prime Minister at the same time as the submission of the tender offer statement or an amended statement.

Notwithstanding the provisions of paragraph (2) of the preceding Article, in a tender offer that has securities as the consideration for purchase, etc., if the notification under Article 4, paragraphs (1) through (3) has been made or the shelf registration supplements have been submitted for the securities, part of the particulars that are required to be included in a tender offer statement and some of its accompanying documents may be omitted from the tender offer statement to be submitted for the relevant tender offer if that part of the particulars and those accompany documents are specified by Cabinet Office Order.

A tender offeror, etc. must not purchase, etc. share certificates, etc. that are issued by the issuer of the share certificates, etc. involved in the relevant tender offer, other than through that tender offer, during the tender offer period (meaning the period from the day on which it issues the public notice of the commencement of the tender offer to the last day of the purchase, etc. period, and including the extended period, if any; hereinafter the same applies in this Section); provided, however, that this does not apply in the following cases:

if the contract for effecting a purchase, etc. of share certificates, etc. that are issued by the issuer of the relevant share certificates, etc., other than through that tender offer, is concluded before the public notice of the commencement of the tender offer, and the existence and details of that contract are stated in the tender offer statement;

if a person set forth in Article 27-2, paragraph (7), item (i) (except one that also falls under the category of persons specified in Article 27-2, paragraph (7), item (ii)) notifies the Prime Minister, pursuant to the provisions of Cabinet Office Order, that the person does not fall under the category of persons specified in Article 27-2, paragraph (7), item (ii); or

other cases specified by Cabinet Order.

A tender offeror may not make any of the following changes to the terms of purchase, etc.:

the lowering of the purchase, etc. price (excluding what is implemented if the public notice of the commencement of the tender offer and the tender offer statement states, as one of the terms of purchase, etc., that the purchase, etc. price may be lowered according to the standards specified by Cabinet Office Order if the target company (meaning a target company provided for in Article 27-10, paragraph (1)) conducts a share split or performs any other act specified by Cabinet Order during the tender offer period);

reduction of the number of share certificates, etc. sought for purchase;

shortening of the purchase, etc. period; or

any other changes in the terms of purchase, etc. specified by Cabinet Order.

A tender offeror may make any change to the terms of purchase, etc. other than one that is specified in the items of the preceding paragraph. In this, a tender offeror seeking to make such a change must issue public notice of the details of the change to the terms of purchase, etc. (excluding an extension of the purchase, etc. period, if it is extended pursuant to Article 27-10, paragraph (3)) and other particulars specified by Cabinet Office Order during the tender offer period, pursuant to the provisions of Cabinet Order.

If it is difficult for a tender offeror to issue the public notice under the preceding paragraph by the last day of the tender offer period, the tender offeror must publicly announce the details and the particulars specified in the preceding paragraph pursuant to the provisions of Cabinet Office Order, and issue a public notice based on the rules provided for in the preceding paragraph immediately after that.

If a tender offeror that has issued a public notice of the commencement of a tender offer (including a public notice under paragraph (2) or (3) of the preceding Article and a public announcement under Article 27-6, paragraph (3); the same applies in the following paragraph) finds a formal deficiency in the content of the relevant notice or finds that the content of the notice conflicts with the facts of the matter, the tender offeror must amend its 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 a public notice of the Commencement of a tender offer to be amended, the Prime Minister may order the tender offeror that issued the public notice of the commencement of the tender offer to issue a public notice or a public announcement of the details of the amendment pursuant to the provisions of Cabinet Office Order, 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 paragraph (8) of the following Article).

If a tender offeror that has submitted a tender offer statement (including any amended statement in connection with it; hereinafter the same applies in this Article) finds that there is a formal deficiency in the tender offer statement, that its content conflicts with the facts of the matter, that it insufficiently states or omits a statement as to a particular that is required to be stated, or that it insufficiently states or omits a statement as to a fact that is necessary to prevent it from being misleading, the tender offeror must submit an amended statement to the Prime Minister, pursuant to the provisions of Cabinet Office Order.

If, on or after the day on which a tender offer statement is submitted and before the last day of the tender offer period, the terms of purchase, etc. change (other than an extension of the purchase, etc. period under Article 27-10, paragraph (3)), any other material particular that is required to be stated in a tender offer statement changes, or any other circumstance specified by Cabinet Office Order arises that requires the tender offer statement to be amended, the tender offeror that submitted the tender offer statement must immediately submit an amended statement to the Prime Minister pursuant to the provisions of Cabinet Office Order.

If Prime Minister finds it to be clear that any of the following facts have occurred, the Prime Minister may order the tender offeror that submitted the tender offer statement to submit an amended statement within the time limit designated by the Prime Minister:

the tender offer statement contains a formal deficiency;

the terms of purchase, etc. stated in the tender offer statement do not comply with the provisions of this Section; or

the change in the terms of purchase, etc. that is stated in the amended statement violates Article 27-6, paragraph (1).

the statement of the particulars that are required to be stated in the tender offer statement is insufficient.

Except in a case under the provisions of the preceding paragraph, on discovering any of the following facts to have occurred, the Prime Minister may order a tender offeror that has submitted a tender offer statement to submit an amended statement within the time limit designated by the Prime Minister. In such a case, irrespective of the category of proceeding for hearing statements of opinion under Article 13, paragraph (1) of the Administrative Procedure Act, the Prime Minister must conduct a hearing:

the tender offer statement contains a false statement regarding a material particular; or

the tender offer statement 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 disposition under paragraph (3) 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 paragraph (8); the same applies in paragraph (7)) (or, for a disposition resulting in an amended statement being submitted after the last day of the tender offer period, after the day on which five years have elapsed since the day following the last day of the tender offer period), and a disposition under the preceding paragraph may not be reached after the day on which five years have elapsed since the day following the last day of the tender offer period.

The provisions of Article 27-3, paragraph (4) apply mutatis mutandis if an amended statement is submitted pursuant to the provisions of paragraphs (1) through (4).

If a disposition under paragraph (3) or (4) is reached during the tender offer period, the tender offeror, etc. must not solicit offers to sell, etc. or perform any other act specified by Cabinet Office Order for the tender offer until the amended statement required by the disposition is submitted.

If an amended statement under paragraph (1) or (2) is submitted or an order to submit an amended statement under paragraph (3) or (4) is issued during the tender offer period, except in a case specified by Cabinet Office Order, the tender offeror must extend the purchase, etc. period in that tender offer by a period specified by Cabinet Office Order and immediately issue public notice of this or publicly announce it, pursuant to the provisions of Cabinet Office Order.

If the purchase, etc. period in a tender offer is required to be extended pursuant to the preceding paragraph, the tender offeror must not acquire the share certificates, etc. subject to the tender offer or conduct other settlement procedures for the tender offer until the last day of the required period of extension.

If the purchase, etc. period in a tender offer is required to be extended pursuant to paragraph (8), the provisions of Article 27-5 apply mutatis mutandis until the last day of the required period of extension.

If a tender offeror submits an amended statement pursuant to the provisions of paragraphs (1) through (4), it must issue public notice of the contents stated in the amended statement that pertain to the contents stated in the tender offer statement, pursuant to the provisions of Cabinet Order, or publicly announce them pursuant to the provisions of Cabinet Office Order; provided, however, that this does not apply if the tender offeror has issued the public notice under Article 27-6, paragraph (2) or issued a public notice and public announcement under Article 27-6, paragraph (3), nor does it apply if the tender offeror has submitted an amended statement under paragraph (1) that is specified by Cabinet Office Order as one whose content is of minor importance.

The preceding Article applies mutatis mutandis to a public notice or public announcement under paragraph (8) or the preceding paragraph.