Financial Instruments and Exchange Act

A tendering shareholder, etc. (meaning a person that accepts an offer to purchase, etc. the share certificates, etc. involved in a tender offer or that offers to sell, etc. them; hereinafter the same applies in this Section) may cancel a contract involving a tender offer at any time during the tender offer period (including the period that is required to be extended pursuant to Article 27-8, paragraph (8); the same applies in paragraphs (1) and (4) of the following Article, Article 27-14, paragraph (1), and Article 27-21, paragraph (1), item (ii) and paragraph (2), item (ii)).

If a public notice of the commencement of a tender offer and a tender offer statement includes the condition that any cancellation of a contract connected with the tender offer be done by a means specified by Cabinet Order, a tendering shareholder, etc. that cancels a contract pursuant to the preceding paragraph must do so by that means. In this, the cancellation of the contract comes into effect at the time specified by Cabinet Order.

If a tendering shareholder, etc. cancels a contract pursuant to paragraph (1), the tender offeror may not request the tendering shareholder, etc. to pay damages or penalties, and if the tender offeror is having a financial instruments business operator or a bank, etc. manage the tendered share certificates, etc. (meaning share certificates, etc. that the tendering shareholders, etc. sell, etc. in response to the tender offer; hereinafter the same applies in this Section), the tender offeror bears the cost required to return them.

A tender offeror, pursuant to the provisions of Cabinet Order, must issue a public notice or public announcement of the number of tendered share certificates, etc. and other particulars specified by Cabinet Office Order on the day following the last day of the tender offer period; provided, however, that this does not apply if a public notice has been issued pursuant to Article 27-11, paragraph (2).

A tender offeror that has issued a public notice or public announcement under the main clause of 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 of that public notice or public announcement and other particulars specified by Cabinet Office Order (hereinafter referred to as a "tender offer report" in this Section, Article 197, paragraph (1), item (iii) and Article 197-2, paragraph (1), item (v)) on the day on which it issues the public notice or public announcement; provided, however, that, if the day on which it is required to make that submission (hereinafter referred to as the "filing date" in this paragraph) falls on a Sunday or other day specified by Cabinet Office Order (hereinafter referred to as "Sunday, etc." in this paragraph), it is to make the submission on the first day that comes after the filing date and is not a Sunday, etc.

The provisions of Article 27-3, paragraph (4) and Article 27-8, paragraphs (1) through (6) apply mutatis mutandis to a tender offer report. In this case, in Article 27-3, paragraph (4), the phrase "the tender offeror is to send a copy of the tender offer statement to the issuer of the share certificates, etc. involved in the tender offer (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"; 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 "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" is deemed to be replaced with "submitted, the number of share certificates, etc. for which a purchase, etc. will be made is fixed by the pro rata method set forth in Article 27-13, paragraph (5)" and the term "amended statement" is deemed to be replaced with "amended report"; in Article 27-8, paragraph (3), the term "amended statement" is deemed to be replaced with "amended report", the term "terms of purchase, etc." is deemed to be replaced with "delivery and other settlement methods", the phrase "the provisions of this section" is deemed to be replaced with "Article 27-13, paragraphs (4) and (5)", the phrase "the change in the terms of purchase, etc. that is stated in the amended statement violates Article 27-6, paragraph (1)" is deemed to be replaced with "the result of calculations for deciding the number of share certificates, etc. being purchased, etc. contravenes the pro rata method specified by Cabinet Office Order that is stipulated in Article 27-13, paragraph (5)"; in Article 27-8, paragraph (4), the term "amended statement" is deemed to be replaced with "amended report"; in Article 27-8, paragraph (5), the phrase "disposition under paragraph (3)" is deemed to be replaced with "disposition under paragraph (3) and the preceding paragraph as applied mutatis mutandis pursuant to Article 27-13, paragraph (3)" and the phrase "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 the 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" is deemed to be replaced with "the day on which five years have elapsed since the day following the last day of the tender offer period"; and in Article 27-8, paragraph (6), the term "amended statement" is deemed to be replaced with "amended report" and the phrase "paragraphs (1) through (4)" is deemed to be replaced with "paragraphs (1) through (4) as applied mutatis mutandis pursuant to Article 27-13, paragraph (3)".

Unless a tender offeror, during the tender offer period, effects a tender offer withdrawal, etc. pursuant to the proviso to Article 27-11, paragraph (1) for all of the tendered share certificates, etc., or unless the tender offeror has included one of the following conditions in the public notice of the commencement of the tender offer and in the tender offer statement (if the tender offeror has included the condition referred to in item (ii), this is only if the ownership ratio of share certificates, etc. (meaning ownership ratio of share certificates, etc. as defined in Article 27-2, paragraph (8)), in terms of the share certificates, etc. that the tender offeror will hold after the tender offer (if the tender offeror has a specially related party as specified in Article 27-2, paragraph (1), item (i), the ownership ratio of share certificates, etc. as defined in Article 27-2, paragraph (8), in terms of the share certificates, etc. that specially related party holds, is added to calculate this) will be below the proportion specified by Cabinet Order), the tender offeror must acquire or otherwise effect settlement procedures for its purchase, etc. based on the terms of purchase, etc. it has stated in the public notice of the commencement of the tender offer and in the tender offer statement (or, if it has changed the terms of purchase, etc. in accordance with a public notice under Article 27-6, paragraph (2) or a public announcement and public notice under Article 27-6, paragraph (3), based on the terms of purchase, etc. after the change) for all tendered share certificates, etc.:

that if the total number of tendered share certificates, etc. does not reach the number of share certificates, etc. designated in advance in the public notice of the commencement of the tender offer and in the tender offer statement as the whole number of share certificates, etc. sought for purchase or a portion of them, the tender offeror will not purchase, etc. any of the tendered share certificates, etc.; or

that if the total number of tendered share certificates, etc. exceeds the number of share certificates, etc. sought for purchase, the tender offeror will not purchase, etc. tendered share certificates, etc. in excess of the number of share certificates, etc. sought for purchase.

If the condition specified in item (ii) of the preceding paragraph has been given, and the total number of tendered share certificates, etc. exceeds the number of share certificates, etc. sought for purchase, the tender offeror must acquire share certificates, etc. and effect other settlement procedures for their purchase, etc. using the pro rata method specified by Cabinet Office Order (hereinafter referred to as the "pro rata method" in this Section).

The Prime Minister must make a tender offer statement (including any amended statement in connection with it; the same applies in paragraph (1) of the following Article), written tender offer withdrawal notice, tender offer report, target company's position statement, and tender offeror's answer (including any amended report in connection with them; the same applies in paragraph (1) of the following Article) available for public inspection, pursuant to the provisions of Cabinet Office Order, during the period from the day that the Prime Minister accepts them to the day on which five years have elapsed since the day following the last day of the tender offer period in the relevant tender offer.

Pursuant to the provisions of Cabinet Office Order, a person that has submitted a document prescribed in the preceding paragraph (hereinafter referred to as a " document for public inspection" in this Article) (such a person is hereinafter referred to as the "submitter" in this Article) must keep a copy of that document for public inspection at its head office or principal office and make it available for public inspection during the period that the Prime Minister makes that public document available for public inspection pursuant to the preceding paragraph.

Pursuant to the provisions of Cabinet Office Order, financial instruments exchanges and the authorized financial instruments firms associations specified by Cabinet Order must keep copies of the documents for public inspection that have been sent pursuant to Article 27-3, paragraph (4) (including as applied mutatis mutandis pursuant to Article 27-8, paragraph (6), Article 27-11, paragraph (4) and paragraph (3) of the preceding Article), Article 27-10, paragraph (9) (including as applied mutatis mutandis pursuant to Article 27-10, paragraph (10)), and Article 27-10, paragraph (13) (including as applied mutatis mutandis pursuant to Article 27-10, paragraph (14)) at their offices and make them available for public inspection during the period that the Prime Minister makes those documents available for public inspection pursuant to the provisions of paragraph (1).

Beyond what is provided for in the preceding three paragraphs, the necessary matters relevant to the public inspection referred to in paragraph (1) are specified by Cabinet Office Order.

Notwithstanding the provisions of paragraph (1), if the Prime Minister issues any of the following dispositions, the Prime Minister may decide not to make all or part of the documents for public inspection that are connected with the disposition available for public inspection:

an order to submit an amended statement under the provisions of Article 27-8, paragraph (3) or (4);

an order to submit an amended report under Article 27-8, paragraph (3) or (4) as applied mutatis mutandis pursuant to Article 27-10, paragraph (8) or (12), or paragraph (3) of the preceding Article.

In a case referred to in the preceding paragraph, the Prime Minister is to notify the submitter that makes the copies of the documents for public inspection available for public inspection pursuant to paragraph (2), as well as the financial instruments exchanges or the authorized financial instruments firms associations specified by Cabinet Order which are referred to in paragraph (3), which make copies of the documents for public inspection available for public inspection pursuant to the provisions of paragraph (3), that the Prime Minister has decided that all or part of the documents for public inspection will not be made available for public inspection.

If a submitter or a financial instruments exchange or authorized financial instruments firms association has been notified by the Prime Minister pursuant to the provisions of the preceding paragraph, the provisions of paragraphs (2) and (3) do not apply after that time to the copies of the documents for public inspection to which the notice concerns.

No person may deem, due to the fact that a tender offer statement, written tender offer withdrawal notice, tender offer report, target company's position statement, or tender offeror's answer has been accepted, that the Prime Minister has certified a statement contained in these documents to be true and accurate, or that the Prime Minister has certified that these documents has not omitted a statement of a material particular.

It is not permitted for the tender offeror, etc. or the target company to make a representation that is in violation of the preceding paragraph.

The provisions of Article 16 apply mutatis mutandis to a person that violates the provisions of Article 27-3, paragraph (3) or Article 27-8, paragraph (7) in performing an act specified by Cabinet Office Order, or that violates the provisions of Article 27-9, paragraph (3) or (4) in effecting a purchase, etc. of share certificates, etc. In this case, in Article 16, the phrase "the person that acquires the securities" is deemed to be replaced with "the 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))".