Notice Regarding Planned Commencement of Tender Offer for Benesse Holdings, Inc. (Securities Code: 9783) by Bloom1 K.K.

TOKYO–(BUSINESS WIRE)–Bloom1 K.K. (the ‘”Offeror”), which is invested by Soichiro Fukutake and Hideaki Fukutake, founding family members of Benesse Holdings, Inc. (the “Target Company“), and an investment vehicle managed by EQT AB Group, a private equity investment firm based in Sweden (“EQT”), decided today to proceed with the tender offer for the Target Company (the tender offer price is expected to be 2,600 yen per share of the Target Company shares) (“Tender Offer”) after obtaining the Target Company’s support and recommendation to shareholders to tender their shares in the tender offer.

The commencement of the Tender Offer is expected to be in or around early February 2024, after obtaining necessary permits and approvals based on competition laws in Japan and China and the Foreign Exchange and Foreign Trade Acts in Japan.

After the completion of the Tender Offer, the Target Company will continue to provide its current businesses and services to its customers and is committed to delivering even better services.

For more details, please refer to the attached document titled “Notice Regarding Planned Commencement of Tender Offer for Benesse Holdings, Inc. (Securities Code: 9783)”.

1. Purpose and Background of the Tender Offer

The business environment surrounding the Target Company has become increasingly challenging. In order for the Target Company to become a global platform for “well-living” of all generations in the world in both the digital and the real world, as its “third business,” it is necessary to promote additional measures such as digitization of education business, reinforcement of overseas education business, and expansion of nursing care business through M&A.

In such an environment, Soichiro Fukutake and Hideaki Fukutake believed that, through privatization, distancing the Target Company from capital market, where financial results are expected to be achieved in every accounting period, and collaborating with an influential external partner to utilize their knowledge and experiences would be a viable option for accelerating a long-term and sustainable business transformation and growth of the Target Company and for realizing the “third business”. Under such circumstances, they received an offer in early December 2022 from EQT, which has extensive investment experience and knowledge in the education and nursing care fields, and after extensive discussions, they decided to proceed with the Tender Offer.

Soichiro Fukutake, Hideaki Fukutake, and EQT believe that, through the privatization of Target Company shares via a management buyout (MBO), the founding family and EQT can work together with the Target Company’s management team to steer the company as fellow shareholders having a shared vision to ensure the successful execution of the Transformation Business Plan that the Target Company has been pursuing, as well as to implement additional measures. This will not only ensure the Target Company’s mid- to long-term growth and enhance the quality of its education and nursing care services but also help the Target Company make returns for its business partners and employees.

2. Scheme of the Tender Offer

Soichiro Fukutake, Hideaki Fukutake, and EQT aim to privatize the shares of the Target Company through the tender Offer, followed by a squeeze-out and subsequent transactions.

Contacts

KRIK, Inc. (PR Agent)

Koshida: +81-070-8793-3990

Sugiyama: +81-070-8793-3989