Press Releases 2021

(Amendment) Notice Concerning Changes to
“Notice Concerning the Commencement of Tender Offer
for the Share Certificates, etc. of, eMnet Japan Co., Ltd.
(Securities Code: 7036) and Execution of a Capital and
Business Alliance Agreement” and Changes to the Public
Notice of Commencement of the Tender Offer following
Submission of Amendment of Tender Offer Statement

June 4, 2021
SoftBank Corp.

SoftBank Corp. (hereinafter, the “Tender Offeror”) hereby announces, in regard to the tender offer (hereinafter, the “Tender Offer”) for the share certificates of eMnet Japan Co., Ltd. (Securities Code: 7036) (hereinafter, the “Target Company,”) listed on the Mothers Market of the Tokyo Stock Exchange, Inc. pursuant to the Financial Instruments and Exchange Act (Act No.25 of 1948, as amended; hereinafter, the “Act”), that with the receipt of a notification from the Japan Fair Trade Commission stating no intention to issue a Cease and Desist Order, several items in the Tender Offer Statement pertaining to the Tender Offer came to require amendment, and on June 4, 2021, the Tender Offeror therefore submitted the Amendment of the Tender Offer Statement to the Director-General of the Kanto Local Finance Bureau in accordance with the provisions of Article 27-8, Paragraph 2 of the Act.

Accordingly, the Tender Offeror announces that “Notice Concerning the Commencement of Tender Offer for the Share Certificates, etc. of, eMnet Japan Co., Ltd. (Securities Code: 7036) and Execution of a Capital and Business Alliance Agreement” dated May 21, 2021 and the Public Notice of Commencement of Tender Offer dated May 24, 2021 have been changed as follows.

Please note that the following changes do not consist any change of the terms of purchase defined in Article 27-3, Paragraph 1 of the Act.

Ⅰ. Changes to “Notice Concerning the Commencement of Tender Offer for the Share Certificates, etc. of, eMnet Japan Co., Ltd. (Securities Code: 7036) and Execution of a Capital and Business Alliance Agreement” dated May 21, 2021

Notice Concerning the Commencement of Tender Offer for the Share Certificates, etc. of, eMnet Japan Co., Ltd. (Securities Code: 7036) and Execution of a Capital and Business Alliance Agreement” dated May 21, 2021 was changed as follows. The changed sections have been marked in bold letters.

2. Summary of the Purchase

(9) Other Conditions and Methods of Purchase

② Conditions to Withdrawal of the Tender Offer and Details Thereof; Method of Disclosure of Withdrawal of the Tender Offer

(Before change)

The Tender Offer may be withdrawn upon the occurrence of any event listed in sub-items (a) through (j) and sub-items (m) through (s) of Article 14, Paragraph 1, Item 1 and sub-items (a) through (h) and (j) of Article 14, Paragraph 1, Item 3; and Item 4 of Article 14, Paragraph 1; and items 3 through 6 of Article 14, Paragraph 2 of the Enforcement Order. Further, the “matters equivalent to the matters listed in sub-items (a) through (i)” as set out in Sub-item (j) of Item 3 of Article 14, Paragraph 1 of the Enforcement Order signify any cases where it is found that a statutory disclosure document submitted in the past by the Target Company contains a false statement about a material matter or an omission of a material matter required to be stated.
Additionally, in accordance with Article 10, Paragraph 2 of the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (Act No. 54 of 1947, as amended; the “Anti-monopoly Act”), prior to the acquisition of the Target Company Shares through the Tender Offer (the “Share Acquisition”), prior notice of plans concerning the Share Acquisition must be given to the Japan Fair Trade Commission (Such notice shall be referred to as the “Prior Notice,” hereinafter.). Under Article 10, Paragraph 8 of the Anti-monopoly Act, the Share Acquisition may not be undertaken until 30 days after the day the Prior Notice was received, in principle (In some cases, the period may be shortened.) (The period during which the Share Acquisition is prohibited shall be referred to as the “Acquisition Prohibition Period” hereinafter).
Furthermore, Article 10, Paragraph 1 of the Anti-monopoly Act prohibits any act of acquiring the shares of any other company if its acquisition would effectively restrain competition in any particular field of trade. The Japan Fair Trade Commission may order the necessary measures to eliminate the act in violation of such prohibition (Article 17-2, Paragraph 1 of the Anti-monopoly Act; referred to as a “Cease and Desist Order” hereinafter). If the Japan Fair Trade Commission intends to issue a Cease and Desist Order in cases where the Prior Notice described above is given, it must conduct a hearing of opinions with the would-be addressee of the Cease and Desist Order (Article 49 of the Anti-monopoly Act). In advance of such a hearing, the Japan Fair Trade Commission must notify the would-be addressee of the expected content of the Cease and Desist Order and related matters (Article 50, Paragraph 1 of the Anti-monopoly Act; hereinafter, the “Prior Notice of Cease and Desist Order”). The Prior Notice of Cease and Desist Order against the plans concerning the Share Acquisition pertaining to the Prior Notice must be made within a certain period of time (In principle, 30 days from the date on which the Prior Notice above was received; however, the period might be extended or shortened; hereinafter, the “Cease and Desist Period”) (Article 10, Paragraph 9 of the Anti-monopoly Act). If the Japan Fair Trade Commission decides not to issue the Prior Notice of Cease and Desist Order, it will provide notice to that effect (hereinafter, the “Notice of Decision Not to Issue Cease and Desist Order”) (Article 9 of the Rules on Applications for Approval, Reporting, Notification, etc. Pursuant to the Provisions of Articles 9 to 16 of the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (Japan Fair Trade Commission Rule No.1 of 1953, as amended).
The Tender Offeror submitted Prior Notice concerning the Share Acquisition to the Japan Fair Trade Commission on May 19, 2021, and it was received on the same day. Therefore, in principle, the Cease and Desist Period in which the Prior Notice of Cease and Desist Order may be made and the Acquisition Prohibition Period are scheduled to expire upon the passing of June 18, 2021.
If (ⅰ) the Cease and Desist Period does not expire by the day before the expiration date of the Tender Offer Period (including in any case where this period is extended); (ⅱ) the Prior Notice of Cease and Desist Order is given, or (ⅲ) the Tender Offeror is subject to a petition for a court order for emergency suspension on suspicion of violating the provisions of Article 10, Paragraph 1 of the Anti-monopoly Act, the Tender Offeror may withdraw the Tender Offer as a case where “approval, etc.” as set forth in Article 14, Paragraph 1, Item 4 of the Enforcement Order could not be obtained.
Should the Tender Offeror intend to withdraw the Tender Offer, the Tender Offeror will issue electronic public notice thereof and make an announcement to that effect in the Nihon Keizai Shimbun; provided, however, that if it is difficult to issue such notice by the last day of the Tender Offer Period, the Tender Offeror will make a public announcement in the manner as set forth in Article 20 of the Ordinance and issue the public notice immediately thereafter.

(After change)

The Tender Offer may be withdrawn upon the occurrence of any event listed in sub-items (a) through (j) and sub-items (m) through (s) of Article 14, Paragraph 1, Item 1 and sub-items (a) through (h) and (j) of Article 14, Paragraph 1, Item 3; and items 3 through 6 of Article 14, Paragraph 2 of the Enforcement Order. Further, the “matters equivalent to the matters listed in sub-items (a) through (i)” as set out in Sub-item (j) of Item 3 of Article 14, Paragraph 1 of the Enforcement Order signify any cases where it is found that a statutory disclosure document submitted in the past by the Target Company contains a false statement about a material matter or an omission of a material matter required to be stated.
Additionally, in accordance with Article 10, Paragraph 2 of the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (Act No. 54 of 1947, as amended; the “Anti-monopoly Act”), prior to the acquisition of the Target Company Shares through the Tender Offer (the “Share Acquisition”), prior notice of plans concerning the Share Acquisition must be given to the Japan Fair Trade Commission (Such notice shall be referred to as the “Prior Notice,” hereinafter.). Under Article 10, Paragraph 8 of the Anti-monopoly Act, the Share Acquisition may not be undertaken until 30 days after the day the Prior Notice was received, in principle (In some cases, the period may be shortened.) (The period during which the Share Acquisition is prohibited shall be referred to as the “Acquisition Prohibition Period” hereinafter).
Furthermore, Article 10, Paragraph 1 of the Anti-monopoly Act prohibits any act of acquiring the shares of any other company if its acquisition would effectively restrain competition in any particular field of trade. The Japan Fair Trade Commission may order the necessary measures to eliminate the act in violation of such prohibition (Article 17-2, Paragraph 1 of the Anti-monopoly Act; referred to as a “Cease and Desist Order” hereinafter). If the Japan Fair Trade Commission intends to issue a Cease and Desist Order in cases where the Prior Notice described above is given, it must conduct a hearing of opinions with the would-be addressee of the Cease and Desist Order (Article 49 of the Anti-monopoly Act). In advance of such a hearing, the Japan Fair Trade Commission must notify the would-be addressee of the expected content of the Cease and Desist Order and related matters (Article 50, Paragraph 1 of the Anti-monopoly Act; hereinafter, the “Prior Notice of Cease and Desist Order”). The Prior Notice of Cease and Desist Order against the plans concerning the Share Acquisition pertaining to the Prior Notice must be made within a certain period of time (In principle, 30 days from the date on which the Prior Notice above was received; however, the period might be extended or shortened; hereinafter, the “Cease and Desist Period”) (Article 10, Paragraph 9 of the Anti-monopoly Act). If the Japan Fair Trade Commission decides not to issue the Prior Notice of Cease and Desist Order, it will provide notice to that effect (hereinafter, the “Notice of Decision Not to Issue Cease and Desist Order”) (Article 9 of the Rules on Applications for Approval, Reporting, Notification, etc. Pursuant to the Provisions of Articles 9 to 16 of the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (Japan Fair Trade Commission Rule No.1 of 1953, as amended).
The Tender Offeror submitted Prior Notice concerning the Share Acquisition to the Japan Fair Trade Commission on May 19, 2021, and it was received on the same day. Subsequently, the Tender Offeror received from the Japan Fair Trade Commission, on June 3, 2021, the “Notice of Non-Issuance of Cease and Desist Order” dated June 2, 2021 regarding the Share Acquisition, and therefore the Cease and Desist Period has ended as of June 2, 2021. Furthermore, the Tender Offeror received from the Japan Fair Trade Commission, on June 3, 2021, the “Notice of Reduction of Prohibition Period for Acquisition” dated June 2, 2021 which indicated that the Prohibition Period for Acquisition was reduced from 30 days to 14 days, and the Prohibition Period for Acquisition was therefore expired at the end of June 2, 2021.
Should the Tender Offeror intend to withdraw the Tender Offer, the Tender Offeror will issue electronic public notice thereof and make an announcement to that effect in the Nihon Keizai Shimbun; provided, however, that if it is difficult to issue such notice by the last day of the Tender Offer Period, the Tender Offeror will make an public announcement in the manner as set forth in Article 20 of the Ordinance and issue the public notice immediately thereafter.

Ⅱ. Changes to the Public Notice of Commencement of the Tender Offer dated May 24, 2021

The Public Notice of Commencement of the Tender Offer dated May 24, 2021 was changed as follows. The changed sections have been marked in bold letters.

2. Detail of the Tender Offer

(11) Other Conditions and Methods of Purchase

② Conditions to Withdrawal of the Tender Offer and Details Thereof; Method of Disclosure of Withdrawal of the Tender Offer

(Before change)

The Tender Offer may be withdrawn upon the occurrence of any event listed in sub-items (a) through (j) and sub-items (m) through (s) of Article 14, Paragraph 1, Item 1 and sub-items (a) through (h) and (j) of Article 14, Paragraph 1, Item 3; and Item 4 of Article 14, Paragraph 1; and items 3 through 6 of Article 14, Paragraph 2 of the Enforcement Order of the Financial Instruments and Exchange Act (Government Ordinance No. 321 of 1965, as amended; the “Enforcement Order”). Further, the “matters equivalent to the matters listed in sub-items (a) through (i)” as set out in Sub-item (j) of Item 3 of Article 14, Paragraph 1 of the Enforcement Order signify any cases where it is found that a statutory disclosure document submitted in the past by the Target Company contains a false statement about a material matter or an omission of a material matter required to be stated.
Additionally, as described in “(2) Laws and Regulations that form the grounds for the Decision” in “6 Permission, etc. to Acquire Share Certificates” in “Part Ⅰ. Terms and Conditions of the Tender Offer” of the Tender Offer Registration Statement for the Tender Offer, in the event that, with respect to the Prior Notice submitted by the Tender Offeror to the Japan Fair Trade Commission pursuant to Article 10, Paragraph 2 of the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (Act No. 54 of 1947, as amended; the “Anti-monopoly Act”), (ⅰ) the Cease and Desist Period does not expire by the day before the expiration date of the Tender Offer Period (including in any case where this period is extended); (ⅱ) the Prior Notice of Cease and Desist Order is given, or (ⅲ) the Tender Offeror is subject to a petition for a court order for emergency suspension on suspicion of violating the provisions of Article 10, Paragraph 1 of the Anti-monopoly Act, the Tender Offeror may withdraw the Tender Offer as a case where “approval, etc.” as set forth in Article 14, Paragraph 1, Item 4 of the Enforcement Order could not be obtained.
Should the Tender Offeror intend to withdraw the Tender Offer, the Tender Offeror will issue electronic public notice thereof and make an announcement to that effect in the Nihon Keizai Shimbun; provided, however, that if it is difficult to issue such notice by the last day of the Tender Offer Period, the Tender Offeror will make a public announcement in the manner as set forth in Article 20 of the Cabinet Office Ordinance on Disclosure Required for Tender Offer for Share Certificates, etc. by Person Other than Issuer (Ordinance of the Ministry of Finance No. 38 of 1990)(hereinafter, the “Ordinance”) and issue the public notice immediately thereafter.

(After change)

The Tender Offer may be withdrawn upon the occurrence of any event listed in sub-items (a) through (j) and sub-items (m) through (s) of Article 14, Paragraph 1, Item 1 and sub-items (a) through (h) and (j) of Article 14, Paragraph 1, Item 3; and items 3 through 6 of Article 14, Paragraph 2 of the Enforcement Order of the Financial Instruments and Exchange Act (Government Ordinance No. 321 of 1965, as amended; the “Enforcement Order”). Further, the “matters equivalent to the matters listed in sub-items (a) through (i)” as set out in Sub-item (j) of Item 3 of Article 14, Paragraph 1 of the Enforcement Order signify any cases where it is found that a statutory disclosure document submitted in the past by the Target Company contains a false statement about a material matter or an omission of a material matter required to be stated.
Should the Tender Offeror intend to withdraw the Tender Offer, the Tender Offeror will issue electronic public notice thereof and make an announcement to that effect in the Nihon Keizai Shimbun; provided, however, that if it is difficult to issue such notice by the last day of the Tender Offer Period, the Tender Offeror will make an public announcement in the manner as set forth in Article 20 of the Cabinet Office Ordinance on Disclosure Required for Tender Offer for Share Certificates, etc. by Person Other than Issuer (Ordinance of the Ministry of Finance No. 38 of 1990)(hereinafter, the “Ordinance”) and issue the public notice immediately thereafter.

Regulation on Solicitation

This press release is to announce the Tender Offer to the public and has not been prepared for the purpose of soliciting the sale of shares. If shareholders wish to make an offer to sell their shares, they should first read the Tender Offer Explanatory Statement for the Tender Offer and make their own independent decision. This press release does not constitute, nor form part of, any offer to sell, solicitation of a sale of, or any solicitation of an offer to buy, any securities. In addition, neither this press release (nor any part of it) nor the fact of its distribution shall form the basis of any agreement regarding the Tender Offer, nor shall it be relied on in connection with executing any such agreement.

Forward-Looking Statements

This press release contains forward-looking statements concerning the outlook for business development based on the views of the Tender Offeror's management in case the common shares of the Target Company are acquired. Actual results could differ significantly from these forward-looking statements due to many factors.
This press release may contain forward-looking expressions, such as “expect,” “forecast,” “intend,” “plan” “believe” and “anticipate,” including expressions regarding future business of the Tender Offeror or other companies. These expressions are based on the Tender Offeror's current business outlook and are subject to change depending on conditions in the future. The Tender Offeror assumes no obligation to update these expressions concerning forward-looking statements in this press release to reflect factors such as actual business performance, various future circumstances and conditions, and changes to terms and conditions.

U.S. Regulation

The Tender Offer will not be conducted, directly or indirectly, in or targeted at the United States, nor through the U.S. postal mail services or other interstate or international commercial methods or means (including, but not limited to, telephone, telex, facsimile, e-mail, and Internet communication), nor through any stock exchange facilities in the United States. No tender in the Tender Offer may be made through any of the aforementioned methods or means, through those stock exchange facilities, or from the United States. In addition, neither the press release related to the Tender Offer nor other relevant documents will, or may, be sent or distributed in, to, or from the United States by the postal mail services or other means. No tender in the Tender Offer that violates, directly or indirectly, any of the aforementioned restrictions will be accepted.
Solicitation to purchase securities or other equivalent instruments is not conducted to residents in the United States or within the United States. Even if such securities or other equivalent instruments are sent to the Tender Offeror by residents in the United States or from the United States, they will not be accepted.

Other Countries

Some countries or regions may impose restrictions on the announcement, issuance, or distribution of this press release. In such cases, please take note of such restrictions and comply with them. In countries or regions where the implementation of the Tender Offer is illegal, even upon receiving this press release, such receipt shall not constitute a solicitation of an offer to sell or an offer to purchase share certificates, etc. related to the Tender Offer and shall be deemed to be a distribution of materials for informative purposes only.