Article 27-22-2Tender Offers for Listed Share Certificates by the Issuer

①A purchase, etc. (meaning a purchase or other acquisition for value; hereinafter the same applies in this Article and the following Article) of listed share certificates, etc. made outside a financial instruments exchange market by the issuer of those listed share certificates, etc. must be conducted through tender offer, if the purchase, etc. falls under any of the following purchases; provided, however, that this does not apply to a purchase, etc. made through a transaction specified by Cabinet Order as being equivalent to a purchase and sale, etc. of securities on a financial instruments exchange market:

③The provisions of Article 27-3, paragraph (4) apply mutatis mutandis if an amended statement is submitted pursuant to Article 27-8, paragraphs (1) through (4) as applied mutatis mutandis pursuant to the preceding paragraph. In this case, in the first sentence of 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), and, if the share certificates, etc. involved in the tender offer fall under a category set forth in any of the following items, the tender offeror must also send a copy of the tender offer statement to the person specified in the relevant item for the category of share certificates, etc. set forth in that item" is deemed to be replaced with "the tender offeror, for the categories of listed share certificates, etc. set forth in the following items, is to send the person set forth in the relevant item a copy of the tender offer statement, and is also to send a copy of the tender offer statement to any person that has already submitted a tender offer statement for share certificates, etc. of which the tender offeror is the issuer, as of the day on which it submits the amended statement"; and in the items of Article 27-3, paragraph (4), the term "share certificates, etc." is deemed to be replaced with "listed share certificates, etc."

④A tender offeror (meaning tender offeror as defined in Article 27-3, paragraph (2) as applied mutatis mutandis pursuant to paragraph (2); hereinafter the same applies in this Section), immediately after submitting a written tender offer withdrawal notice (meaning a written tender offer withdrawal notice as defined in Article 27-11, paragraph (3) as applied mutatis mutandis pursuant to paragraph (2); hereinafter the same applies in this Section) or tender offer report (meaning a tender offer report as defined in Article 27-13, paragraph (2) as applied mutatis mutandis pursuant to paragraph (2); hereinafter the same applies in this Section), must send a copy of the written tender offer withdrawal notice or tender offer report to the person specified in the relevant item of Article 27-3, paragraph (4) for the category of listed share certificates, etc. set forth in that item. The necessary particulars relevant to the sending of those copies in such a case are specified by Cabinet Office Order.

⑤If the purchase, etc. period in a tender offer is required to be extended pursuant to Article 27-8, paragraph (8) as applied mutatis mutandis pursuant to paragraph (2), the provisions of Article 27-5 apply mutatis mutandis until the last day of the required period of extension. In this case, in Article 27-5, the term "share certificates, etc." is deemed to be replaced with "listed share certificates, etc." and the phrase "the following cases" is deemed to be replaced with "the cases specified by Cabinet Order".

⑥The provisions of Article 27-7 apply mutatis mutandis to a public notice or public announcement under Article 27-8, paragraphs (8) and (11) as applied mutatis mutandis pursuant to paragraph (2).

⑦The provisions of Article 27-8, paragraphs (1) through (5) apply mutatis mutandis to a tender offer report. 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 "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 listed 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) as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) on or after the day on which the tender offer statement is submitted" 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 phrase "the terms of purchase, etc. stated in the tender offer statement do not comply with the provisions of this Section" is deemed to be replaced with "the delivery and other settlement methods for the purchase, etc. stated in the tender offer statement do not comply with Article 27-13, paragraph (4) (excluding Article 27-13, paragraph (4), item (i)) and Article 27-13, paragraph (5) as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)", and 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 calculation stated in the amended statement for deciding the number of listed share certificates, etc. to purchase, etc., contravenes the pro rata method specified by Cabinet Office Order set forth in Article 27-13, paragraph (5) as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)"; 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) or the preceding paragraph as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (7)", and the phrase "the last day of the tender offer period (including the period by which it is required to be extended under 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".

⑧The provisions of paragraph (4) apply mutatis mutandis to an amended report provided for in Article 27-8, paragraphs (1) through (4) as applied mutatis mutandis pursuant to the preceding paragraph. In this case, in paragraph (4), the phrase "written tender offer withdrawal notice (meaning a written tender offer withdrawal notice as defined in Article 27-11, paragraph (3) as applied mutatis mutandis pursuant to paragraph (2); hereinafter the same applies in this Section) or tender offer report (meaning a tender offer report as defined in Article 27-13, paragraph (2) as applied mutatis mutandis pursuant to paragraph (2); hereinafter the same applies in this Section)" is deemed to be replaced with "amended report (meaning an amended report provided for in Article 27-8, paragraphs (1) through (4) as applied mutatis mutandis pursuant to paragraph (7))" and the phrase "the written tender offer withdrawal notice or tender offer report" is deemed to be replaced with "the amended report".

⑨The 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) as applied mutatis mutandis pursuant to paragraph (2) in performing an act specified by Cabinet Office Order or that violates the provisions of Article 27-9, paragraph (3) or (4) as applied mutatis mutandis pursuant to paragraph (2) in effecting a purchase, etc. of listed share certificates, etc. In this case, in Article 16, the term "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 listed share certificates, etc. (meaning listed share certificates, etc. prescribed in Article 24-6, paragraph (1)) in response to a tender offer (meaning a tender offer prescribed in Article 27-3, paragraph (1) as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2))".

⑩The provisions of Article 17 apply mutatis mutandis to a person that has caused a person to make a sale, etc. of listed share certificates, etc. through the use of a tender offer explanation (meaning a tender offer explanation as defined in Article 27-9, paragraph (1) as applied mutatis mutandis pursuant to paragraph (2), and 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) as applied mutatis mutandis pursuant to paragraph (2), that tender offer statement (including its amended statement; the same applies in item (ii) of the following paragraph and paragraph (12))) 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, 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 listed share certificates, etc. (meaning listed share certificates, etc. prescribed in Article 24-6, paragraph (1)) in response to a tender offer (meaning a tender offer prescribed in Article 27-3, paragraph (1) as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2))".

⑪The 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 listed share certificates, etc. (meaning listed share certificates, etc. prescribed in Article 24-6, 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) as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2); 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 listed 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.":

⑫In a case to which Article 18, paragraph (1) is applicable as applied mutatis mutandis pursuant to the preceding paragraph, an officer of the Issuer at the time of its submission of a public notice of the commencement of the tender offer, etc. or tender offer statement, or at the time of the preparation of the tender offer explanation is jointly and severally liable with the issuer for compensation under the preceding paragraph; provided, however, that this does not apply if the officer proves that officer did not know, and in the exercise of reasonable care could not have known, that the statement was false or had been omitted.

⑬In a case referred to in paragraphs (2), (3), and (5) through (11), beyond what is provided for in those provisions, any other necessary technical replacement of terms is specified by Cabinet Order.