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M&A and Subsidiary Changes6670MCJ Co.,Ltd.Electrical Equipment and Precision Instruments

Policy regarding the public tender offer by BCPE Meta Cayman L.P. for the common shares of MCJ Co.,Ltd. (Securities Code: 6670)

The public tender offer period has been extended to 7 April 2026, for a total of 40 business days. The policy is not to raise the offer price of ¥2,200 and, except where required by law or regulation, not to extend the period beyond that date.

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This transaction

This tender offer
CounterpartyBCPE Meta Cayman L.P.
Disclosing companyMCJ Co.,Ltd.
MCJ Co.,Ltd.Subject of this transactionNumber of shares acquired 32,468,960 shares (shares agreed to be tendered by Takashima Yuji (髙島勇二)); number of voting rights: Not disclosed
Contract Date5 February 2026
Consideration and expenses
Type of ConsiderationCash
Tender offer price¥2,200 per common share
Minimum number of shares to be purchased62,785,300 shares (166.43% ownership ratio)
Tender offer periodFrom 6 February 2026 to 7 April 2026, for a total of 40 business days
Procedures and assumptions
Valuation methodologyMarket price method, comparable companies method and discounted cash flow method
Independent valuation institutionMizuho Securities
Special CommitteeEstablished. Number and attributes of members: Not disclosed
Management structure after acquisitionTakashima Yuji (髙島勇二) is expected to continue to be involved in the management of the target company after the successful completion of this public tender offer
This transaction
ItemDetails
Transaction nameThis tender offer
Counterparty nameBCPE Meta Cayman L.P.
Name of the Subject CompanyMCJ Co.,Ltd.
Type of ConsiderationCash
Tender offer price¥2,200 per common share
Minimum number of shares to be purchased62,785,300 shares (166.43% ownership ratio)
Tender offer periodFrom 6 February 2026 to 7 April 2026, for a total of 40 business days
Number of shares acquired32,468,960 shares (shares agreed to be tendered by Takashima Yuji (髙島勇二)); number of voting rights: Not disclosed
Contract Date5 February 2026
Valuation methodologyMarket price method, comparable companies method and discounted cash flow method
Independent valuation institutionMizuho Securities
Special CommitteeEstablished. Number and attributes of members: Not disclosed
Management structure after acquisitionTakashima Yuji (髙島勇二) is expected to continue to be involved in the management of the target company after the successful completion of this public tender offer
Items this document does not state (19)
Business Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceDate of board resolutionExecution Date / Effective DateConditions Precedent to Execution

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The public tender offer period was extended to provide shareholders with an additional opportunity to decide whether to tender their shares. However, the offeror states that unnecessarily prolonging the period amid an unstable business environment resulting from market conditions and geopolitical risks could create uncertainty regarding the management of the target company and potentially impede its ordinary business operations, and therefore the period will not be extended beyond 7 April. The offeror also states that ¥2,200 is the highest and final price it can offer, and that it has no intention of raising the price because it was determined following discussions with the target company and the special committee.

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Policy regarding the public tender offer by BCPE Meta Cayman L.P. for the common shares of MCJ Co.,Ltd. (Securities Code: 6670) | MCJ Co.,Ltd. (6670) timely disclosure | Komori