Star Asia Investment Corporation (TSE:3468) signed a memorandum of understanding to acquire remaining 96.4% stake in Sakura Sogo REIT Investment Corporation (TSE:3473) from Lion Partners Godo Kaisha, Morgan Stanley MUFG Securities Co., Ltd. and others for ¥39.4 billion on May 10, 2019. On March 2, 2020, a merger agreement was executed as per which Star Asia Investment Corporation will acquire the stake in Sakura Sogo REIT Investment Corporation for ¥36.3 billion. As of August 7, 2019, Star Asia Investment Corporation will issue 1 unit for every 0.88 unit of Sakura Sogo REIT Investment Corporation. As per the merger agreement, the share exchange ratio revised to Star Asia Investment Corporation issuing 1 unit for every 0.89 unit of Sakura Sogo REIT Investment Corporation. Post completion, Sakura Sogo REIT Investment Corporation will be dissolved and Star Asia Investment Corporation will continue.

The transaction is subject to approval from the shareholders of Star Asia Investment Corporation and Sakura Sogo REIT Investment Corporation and approval from Sakura Sogo REIT Investment Corporation's Board of Directors. Toru Sugihara was appointed as the new executive director and Shigeru Kaneda, Hirotaka Isayama as supervisory Directors at Sakura Sogo REIT Investment Corporation's general shareholders meeting. As on May 17, 2019, Sakura considered the transaction as hostile takeover. As of June 20, 2019, shareholders of Sakura Sogo REIT have been advised to take no action regarding proposal by Star Asia Investment. Star Asia Investment Corporation's shareholders meeting is scheduled to take place on August 30, 2019. The effective term of the memorandum of understanding is from the date of executing the memorandum of understanding to the earlier of May 31, 2020 or approval of the merger agreement by the general meeting of unit holders of both Star Asia Investment Corporation and Sakura Sogo REIT following execution of the merger agreement. As per the merger agreement, the shareholders of Star Asia Investment Corporation will have their meeting on March 31, 2020 while the shareholders of Sakura Sogo REIT Investment Corporation will have their meeting on March 30, 2020. Sakura Sogo REIT Investment Corporation established a special committee for the transaction. The transaction was resolved by the unitholder of Star Asia Investment Corporation and Sakura Sogo REIT Investment Corporation on March 11, 2020. The deal is expected to close on August 1, 2020 and is expected to be delisted on July 30, 2020. As of March 31, 2020, shareholders of Star Asia Investment Corporation approved the transaction. As of July 20, 2020, Star Asia Investment Corporation Investment Management Division and Sakura Sogo REIT Investment Corporation Investment Management Division will be merged to form a common Investment Management Division. Atsushi Kato will remain as President and Chief Executive Officer and Akiko Miyazawa will remain as Director and Chief Financial Officer of Star Asia Investment Corporation. Satoshi Obara Director and Division Manager of Star Asia Investment Corporation Investment Management Division will resign and return to Star Asia Management Japan Limited, Tokyo Branch. Takeshi Kirihara Director and Division Manager of Sakura Sogo REIT Investment Corporation Investment Management Division will be appointed as Director and Chief Investment Officer of Star Asia Investment Corporation.

Nomura Securities Co., Ltd. acted as financial advisor for Star Asia Investment Corporation and Shinko Securities Co., Ltd. acted as financial advisor for Sakura Sogo REIT Investment Corporation. Mori Hamada & Matsumoto LPC acted as legal advisor to special committee and Sakura Sogo REIT Investment Corporation while Anderson Mori & Tomotsune LPC acted as legal advisor for Star Asia Investment Corporation. Mizuho Securities Co., Ltd. acted as financial advisor to Sakura Sogo REIT Investment Corporation.