Notice Regarding Commencement of Tender Offer for the Shares of Toshiba Corporation (Securities Code: 6502) by TBJH, Inc.(949KB)

(Translation)
	August 7, 2023
To whom it may concern:
Company Name:	Toshiba Corporation
	1-1-1 Shibaura, Minato-ku, Tokyo,
	Japan
Representative:	Taro Shimada, Representative
	Executive Officer, President and Chief
	Executive Officer
	(Code: 6502, the Tokyo Stock Exchange
	& the Nagoya Stock Exchange)
Contact:	Akira Nakanishi,
	Vice President of Corporate
	Communications Division
Telephone:	[phone]

Notice Regarding Commencement of Tender Offer for the Shares of Toshiba Corporation

(Securities Code: 6502) by TBJH, Inc.

TBJH, Inc. today decided to acquire common shares of Toshiba Corporation through a tender offer as attached hereto. Therefore, we hereby inform you accordingly.

END

This material is publicly released, in accordance with Article 30, Paragraph 1, Item 4 of the Enforcement Order of the Financial Instruments and Exchange Act, pursuant to a request by TBJH, Inc. (the Tender Offeror) for Toshiba Corporation (the Target of the Tender Offer)

(Attachment)

"Notice Regarding Commencement of Tender Offer for the Shares of Toshiba Corporation (Securities Code: 6502)" dated as of August 7, 2023

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(Translation)
	August 7, 2023
To whom it may concern:
Company Name:	TBJH, Inc.
Representative:	Shinichi Inagaki, Executive
	Manager

Notice Regarding Commencement of Tender Offer for the Shares of Toshiba Corporation

(Securities Code: 6502)

TBJH, Inc. (the "Offeror") resolved on March 23, 2023 to acquire all of the issued and outstanding shares of common stock (the "Target Shares") of Toshiba Corporation (the "Target"; Securities Code: 6502, Prime Market of the Tokyo Stock Exchange (the "TSE") and Premier Market of the Nagoya Stock Exchange (the "NSE")) (except for shares of treasury stock owned by the Target) through a tender offer (meaning a tender offer defined under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; the "Act") and related laws and ordinances; the "Tender Offer") as the first step in a series of transactions (collectively the "Transaction") in order for the Offeror to become the sole shareholder of the Target and have the Target delisted from the TSE and privatized, as announced in its "Notice Regarding Planned Commencement of Tender Offer for the Shares of Toshiba Corporation (Code: 6502)" dated March 23, 2023, its "Notice Regarding Appointment of Tender Offer Agent for Tender Offer for the Shares of Toshiba Corporation (Code: 6502) and Progress Toward Commencement of Tender Offer by TBJH, Inc." dated May 12, 2023, its "Notice Regarding Announcement by Toshiba Corporation of Opinion Recommending the Shareholders to Tender their shares in connection with Scheduled Commencement of the Tender Offer for the Shares of Toshiba Corporation (Securities Code: 6502) by TBJH Inc." dated June 14, 2023, and its "Notice Regarding the Progress of the Tender Offer for the Shares of Toshiba Corporation (Securities Code: 6502) by TBJH Inc." dated July 28, 2023 (collectively, the "Offeror's Press Release dated March 23, 2023").

As announced in the Offeror's Press Release dated March 23, 2023, on the same date, with respect to the Tender Offer, the Offeror agreed with the Target to commence the Tender Offer for all the Target Shares (except for shares of treasury stock owned by the Target) as the first step in the Transaction, as soon as practicable (but no later than ten (10) Japanese business days) after the date on which all of the conditions precedent for the Tender Offer (see Note 1) (the "Conditions Precedent for the Tender Offer") set forth in the Tender Offer Agreement (which has the meaning ascribed to it in paragraph "5. Items Regarding Material Agreements Related to the Tender Offer between the Offeror and the Target's Shareholders" in "I. Purpose of Purchase, Etc." below. Please refer to such paragraph within such section for the details of the Tender Offer Agreement; the same shall apply hereinafter.) have been satisfied or waived by the Offeror at its discretion or by a separate agreement between the Target and the Offeror, including the completion of all procedures and measures that are required under the foreign competition laws and regulations (as of March 23, 2023, with regard to competition laws, we believed it was necessary to take relevant procedures in the United States, Canada, Germany, the Czech Republic, Romania, the United Kingdom, Morocco, Montenegro, Poland, Spain, Vietnam, India, Saudi Arabia, Egypt, Mexico, Turkey, and Austria.), and laws relating to foreign direct investment (as of March 23, 2023, with regard to foreign direct investment laws, we believed it was necessary to take relevant procedures in the United Kingdom, Germany, Italy, the United States, Romania, Spain, Canada, Australia, Austria, the Czech Republic, Belgium, Denmark, and the Netherlands.) (the "Clearance"), or on a date to be separately agreed upon by the Offeror and the Target, and the Offeror aimed for the Tender Offer to commence in the last ten days of July 2023, considering discussions with local law firms with respect to the foreign competition laws and regulations and foreign direct investment laws. After that, the Offeror was proceeding

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with negotiations with the relevant authorities, etc., toward the completion of the above procedures, while obtaining advice from local law firms regarding procedures under foreign competition laws and regulations and laws relating to foreign direct investment. However, as announced on July 28, 2023, in the "Notice Regarding the Progress of the Tender Offer for the Shares of Toshiba Corporation (Securities Code: 6502) by TBJH Inc.", due to the time required for procedures based on competition laws and regulations and laws relating to foreign direct investment in some jurisdictions, such procedures had not been completed in some jurisdictions as of the same date. Having confirmed that all of the Conditions Precedent for the Tender Offer had been fulfilled or were expected with certainty to be fulfilled by August 8, 2023, the Offeror determined that it had become possible to commence the Tender Offer, and today, the Offeror decided to commence the Tender Offer from August 8, 2023.

(Note 1) The major Conditions Precedent for the Tender Offer are summarized as follows:

1. All procedures and measures required under the foreign competition laws and regulations and foreign direct investment regulation laws shall have been completed;
2. The Board of Directors of the Target, as of the commencement of the Tender Offer, shall have resolved to issue the opinion (the "Target's Consent Opinion") which shall state (x) a certain level of reasonableness of the per share price for the Target Shares in the Tender Offer (the "Tender Offer Price") and (y) a declaration of support for the Tender Offer, and the Target's Consent Opinion shall not have been withdrawn or modified;
3. The special committee established by the Board of Directors of the Target (For details, please refer to paragraph "ii. Target's Establishment of Independent Special Committee and Obtainment of Report from the Special Committee" in "6. Measures to Ensure Fairness in the Tender Offer Such as Measures to Ensure Fairness in the Tender Offer Price" in "I. Purpose of the Purchase, Etc." below.) in connection with the Tender Offer shall have made a recommendation to the Board of Directors of the Target to the effect that it is appropriate to express its opinion of support for the Tender Offer; and such recommendation shall not have been withdrawn or modified;
4. The representations and warranties made by the Target set forth in the Tender Offer Agreement (see Note 2) shall be true and accurate in all material respects;
5. The Target has not materially defaulted on, and the Target shall have complied in all material respects with, its obligations under the Tender Offer Agreement (see Note 3);
6. There shall not have been a material adverse effect on the assets, management or financial condition of the Target and its consolidated subsidiaries, taken as a whole, and no event (which means each of (i) occurrences of natural disasters, war or terrorism, (ii) disruptions in electricity, telecommunications, or payment systems,
7. 1. events that make it impossible to conduct yen funds lending transactions in the Tokyo interbank market, and (iv) other events similar to (i) through (iii) above that are not attributable to the financial institution and that the first priority senior loan lending financial institutions objectively and reasonably believe make it impossible or extremely difficult to procure funds from the related financial institutions; the same shall apply hereinafter.) shall have occurred that makes it impossible to draw down the financing from the lenders to the Target;
8. Each of the Target's directors shall have submitted to the Target his/her notice of resignation which shall be effective upon the completion of the Squeeze-Out Procedure (defined in "1. Overview of the Tender Offer" in "I. Purpose of Purchase, Etc." below);
9. The Target's shareholders shall have not submitted a shareholder proposal regarding dividends out of retained earnings;
10. There shall be no decision, etc. by any government agency, etc. that restricts or prohibits the Transaction;
11. There shall be no event that would have allowed the withdrawal of the Tender Offer, if the Tender Offer had been commenced;
12. There shall be no unpublished material facts regarding the Target, etc.; and
13. The Target's consolidated net debt as of the end of the fiscal year ending March 31, 2023 shall not exceed the prospective amount announced previously by the Target.
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(Note 2) Please refer to paragraph "5. Items Regarding Material Agreements Related to the Tender Offer between the Offeror and the Target's Shareholders" in "I. Purpose of the Purchase, Etc." below for more details regarding the representations and warranties made by the Target under the Tender Offer Agreement.

(Note 3) Please refer to paragraph "5. Items Regarding Material Agreements Related to the Tender Offer between the Offeror and the Target's Shareholders" in "I. Purpose of the Purchase, Etc." below for more details of the Target's obligations under the Tender Offer Agreement.

1. Purpose of Purchase, Etc.

1. Overview of the Tender Offer

The Offeror is a special purpose company incorporated on November 7, 2022, with the main objective of promoting business growth and maximizing investment value of the Target through the expansion of the business value of the Target and its subsidiaries and affiliates (collectively, the "Target Group"), which support core industries in Japan, by providing risk capital related to business restructuring. As of today, TBJ Holdings, Inc. (the "Offeror's Parent Company"), a wholly owned subsidiary of TBGP, Inc. ("TBGP"), which in turn is a wholly owned subsidiary of Japan Industrial Partners, Inc. ("JIP"), owns all of the equity interests of the Offeror. As of today, the Offeror owns 100 shares of the Target Shares (Ownership Ratio (Note 4): 0.00%).

(Note 4) "Ownership Ratio" means a ratio of a number of shares to the number of such shares (432,880,186 shares) as calculated by deducting the number of the treasury shares (517,115 shares) owned by the Target as of June 30, 2023 from the total number of issued shares of the Target as of June 30, 2023 (433,397,301 shares) as stated in the Target Quarterly Securities Report (rounded to the second decimal place), as stated in the "Summary of Financial Results for the First Quarter of the fiscal year Ending March 31, 2024 [U.S. Standards] (Consolidated)" announced by the Target on August 7, 2023 (the "Target's Financial Results for the First Quarter"); the same shall apply hereinafter.

The Offeror more recently confirmed that all of the Conditions Precedent for the Tender Offer had been fulfilled or were expected with certainty to be fulfilled by August 8, 2023, and therefore decided that it had become possible to commence the Tender Offer. The Offeror decided today to commence the Tender Offer from August 8, 2023.

JIP was established in November 2002 to engage in the private equity investment business and has been contributing to the reorganization and restructuring of Japanese companies. The JIP Group has provided capital and management support to Japanese companies to help them leverage their existing business foundation, revitalize their potential, and accelerate their business growth. The investment partnership funds managed by the JIP Group have made twenty (20) or more investments (to date) in carve-outs(spin-offs of businesses and subsidiaries) and privatization transactions in Japan, including a carve-out of NEC Corporation's ISP business (NEC BIGLOBE Ltd.), a carve-out of Sony Corporation's PC business (VAIO Corporation), a carve-out of Hitachi Kokusai Electric Inc. from Hitachi, Ltd. and a subsequent carve- out of the image and communications solutions business from Hitachi Kokusai Electric Co., Ltd., and a privatization of Hitachi Metals, Ltd. from Hitachi, Ltd. JIP's investment principle is to realize potential growth opportunities by making maximum use of existing business foundation and technologies that its investee companies and businesses have accumulated. When executing a business plan, JIP aims at providing value-added products and services to customers which in turn makes investee companies a worthy and attractive working place for executives/employees and helps realize the growth of the business. In addition, JIP strives to understand the origin, history, and corporate culture of the companies in which the JIP Group invests, and supports management by maximizing the strengths of its executives and employees so as to maximize the potential of its people and business. JIP also uses the know-how and expertise it has accumulated to support investment target businesses from both financial and management perspectives, including formulating business strategies and action plans to realize business plans formulated by management, arranging

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financing, and providing system solutions, aiming for autonomous business growth and value increase of the investee companies.

As announced in the Offeror's Press Release, as of March 23, 2023, the Offeror's Parent Company, a wholly owned subsidiary of TBGP, which in turn was a wholly owned subsidiary of JIP, owned all of the issued and outstanding shares of the Offeror. As of March 23, 2023, the Offeror's entity form was a Kabushiki-Kaisha, but its entity form was planned to be converted to a Godo-Kaisha by the time of commencement of the Tender Offer. Further, (a) by the commencement of the Tender Offer, (i) it was planned that TB Investment Limited Partnership ("TBLPS"), which was an investment fund managed and operated by JIP and its subsidiaries, including TBGP, and affiliates (collectively, the "JIP Group") with TBGP as its general partner, shall have been allotted, by way of a third party allotment, newly issued common shares of the Offeror's Parent Company, and also would have purchased all of the outstanding shares of the Offeror's Parent Company, while the Offeror's Parent Company was as of March 23, 2023 wholly owned by TBGP, so that the Offeror shall have been wholly owned indirectly by TBLPS through the Offeror's Parent Company, and (ii) Brick Lane Partners, Ltd., a Cayman Islands-registered company, would have transferred all of the equity interest of a limited liability company (Godo-Kaisha) to be established, with Brick Lane Partners, Ltd. as its sole member, to Brick Lane Exempted Limited Partnership (the "Related Fund"), which was a Cayman Islands-registered exempted limited partnership working in cooperation with TBLPS, and such limited liability company was scheduled to implement a third-party allotment of equity interests in respect of which the Related Fund would have been the allottee.

In addition, (b) during the period from the time of the completion of the Tender Offer to the time of settlement of the Tender Offer, the following procedures for fundraising were scheduled: (i) equity investment in the Related Fund by its limited partner investors; (ii) third-party allotment of equity interests by the limited liability company mentioned above to the Related Fund; (iii) acquisition of limited partner interests in TBLPS by limited partner investors; (iv) third-party allotment of common shares by the Offeror's Parent Company to TBLPS; (v) an absorption-type merger in which the Offeror's Parent Company would be the company surviving the absorption-type merger and the limited liability company mentioned above would be the company disappearing in the absorption-type merger (the "Merger"); (vi) acquisition of minority shares of the Offeror's Parent Company by the Related Fund as a result of the issuance of such minority shares by the Offeror's Parent Company to the Related Fund as consideration for the Merger (which was planned to own approximately 25% of the voting rights, as of the same date), (vii) a third-party allotment of preferred shares (non-voting shares without conversion rights to common shares) by the Offeror's Parent Company to an operating company, (viii) a mezzanine loan by financial institutions as mezzanine lenders to the Offeror's Parent Company; (ix) a third-party allotment of common shares by the Offeror to the Offeror's Parent Company; (x) the change of entity form of the Offeror from a limited liability company (Godo-Kaisha) to a corporation (Kabushiki-Kaisha); and (xi) a term loan by financial institutions as senior lenders to the Offeror (Note 5).

Subsequently, as announced in our "Notice Regarding Appointment of Tender Offer Agent for Tender Offer for the Shares of Toshiba Corporation (Securities Code: 6502) and Progress Toward Commencement of Tender Offer" dated May 12, 2023, the Offeror changed its entity form to a limited liability company (Godo-Kaisha) on April 18, 2023, and the Offeror determined that the recipient of such funds to be invested by the Related Fund for the Transaction would be Brick Lane Partners G.K. (the "Limited Company") that is a wholly owned subsidiary of the Offeror's Parent Company (which wholly owns the Offeror), and the Related Fund would make an equity investment in the Limited Company. Further, in response to such change, (I) the Offeror determined that (i) the third-party allotment of shares by the Offeror's Parent Company to TBLPS and transfer of all the issued shares in the Offeror's Parent Company owned by TBGP to TBLPS (which had been scheduled to be implemented by the time the Tender Offer was commenced) and (ii) the third- party allotment of equity interests by the Limited Company in respect of which the Related Fund would be the allottee would be implemented during the purchase period of the Tender Offer (the "Tender Offer Period"). (II) The Offeror also determined that, instead of implementing the Merger ((b)(v) above) and thereby issuing the consideration for the Merger from the Offeror's Parent Company to the Related Fund ((b)(vi) above), during the period from the completion

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