LIM Advisors Statement on NichiiGakkan Tender Offer Extension

TOKYO, June 23, 2020 /PRNewswire/ -- LIM Advisors Limited ("LIM Advisors"), which represents investment funds that collectively own shares of NichiiGakkan Co., Ltd.  ("NichiiGakkan" or the "Company"), today welcomed the extension of the tender offer for all the common stock of NichiiGakkan by K.K. BCJ-44 until 9 July 2020 as an opportunity for the Board of Directors and the Special Committee advising the Board regarding the MBO transaction to take further action to secure a fair outcome for minority shareholders. LIM Advisors has previously cast doubt on the fairness of the Company`s governance process surrounding the tender offer and believes the tender offer price of JPY1,500 per share substantially undervalues the Company and that the fair price of NichiiGakkan is approximately JPY2,400 per share, representing a 60% premium to the tender offer price.

In order to secure a fair outcome for shareholders, LIM Advisors repeats its prior requests to the Board as follows:

  • Demand a change in the takeover condition to majority of the minority;
  • Allow the Special Committee to hire their own financial and legal advisors to provide advice and commission a fairness opinion;
  • Review and make public all the assumptions behind Deloitte's valuation and seek a review of management projections to take into account reasonable restructuring assumptions; and
  • Negotiate a fairer offer price, especially considering that LIM Advisors has calculated the reasonable and fair price to be JPY2,400 per share.

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.

VOX Global Japan K.K.

Minoru Koshida
Minoru.Koshida@voxglobalasia.com
TEL: 080-2208-9698

Rie Sugiyama
Rie.Sugiyama@voxglobalasia.com
TEL: 080-2042-2852

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