Article 27-11Tender Offer Withdrawal and Cancellation of Contracts by the Tender Offeror

①A 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public notice of the commencement of the tender offer and in the tender offer statement that the tender offer may be withdrawn if a material change occurs in the business or property of the issuer of the share certificates, etc.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.

②If 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.

④The 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".

⑤A 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)).