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 LIM Advisors Statement on Nikkei Business Article on NichiiGakkan

TOKYO--(BUSINESS WIRE)--LIM Advisors Limited (“LIM Advisors”), which represents investment funds that collectively own shares of NichiiGakkan Co., Ltd. (“NichiiGakkan” or the “Company”) notes the article in today’s Nikkei Business (“Article”) concerning a possible proposal for a counter-bid for NichiiGakkan and subsequent statements by the Company and Baring Private Equity Asia (“BPEA”). The news reinforce our concerns around the governance process for the ongoing tender offer for all the common stock of NichiiGakkan by K.K. BCJ-44 (“Tender Offer”). We demand that the Company urgently provide additional information to the market about the facts surrounding the potential proposal from BPEA and any other potential proposals or counterbidders. We note that in the “Notice Regarding Implementation of Management Buyout and Recommendation to Tender Shares” released on 8 May 2020, the Company stated that there was no “deal protection provision prohibiting contact by the Company with any Counterbidder” and confirmed today that there are no changes to the notice. Regardless of the level of the discussion made between the Company and/or members of the Board of Directors (the “Board”) of the Company and any potential or actual counterbidder, if an approach, an informal proposal or formal proposal has been made, the issues surrounding the matter should be immediately explained and disclosed by the Company. We urge the Board to seek an extension to the current Tender Offer so that investors can properly consider the facts and for the Board to consider all possible counterbids. We believe that the Tender Offer of ¥1,670 per share substantially undervalues the Company and that the fair value is approximately ¥2,400 per share. We believe that the Board should reconsider its recommendation of the Tender Offer.

About LIM Advisors

LIM Advisors is a multi-strategy investment manager with over 24 years of experience in equity and credit investments across the Asia-Pacific region. LIM Advisors was founded in 1995 and has its headquarters in Hong Kong with offices in Tokyo and London. LIM Advisors has been investing in Japan for over 20 years and opened its Tokyo office in 2002.

Contacts

Please contact the following with any questions or enquiries regarding the matters set out in this statement.

LIM ADVISORS LIMITED

Email: [email protected]
Tel: +852-2533-0900

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