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Notification of the results of the tender offer by XYZ Corporation for the shares of the Company and changes in the parent company and largest shareholder as a major shareholder

XYZ Corporation (hereinafter referred to as the "Offeror") has conducted a tender offer (hereinafter referred to as the "Tender Offer") for the common shares of the Company since 13 February 2024. The tender offer by XYZ Corporation (the "Offeror") for the common shares of the Company (the "Company's Shares"), which had been conducted since 13 February 2024 (the "Tender Offer"), was completed on 13 February 2024. The tender offer (the "Tender Offer") for the common shares of the Company (the "Company's Shares"), which the Tender Offeror (the "Offeror") had been conducting since 13 February 2024, was completed on 15 May 2024.

The Company hereby announces that the tender offer (the "Tender Offer") for the Company's ordinary shares (the "Company Shares"), which was launched on 13 February 2024, was completed on 15 May 2024, as follows
The Company also announces that, as a result of the Tender Offer, the parent company and largest shareholder of the Company is expected to change as of 22 May 2024 (commencement date of settlement of the Tender Offer), as described below.
Notes: 1.
Results of the Tender Offer
The Company has today received a press release from the Offeror, entitled "Roland DG Corporation (Roland DG): Tender Offer for Shares of Roland DG Corporation", which is attached hereto. Roland DG Corporation shares (stock code: Roland DG Corporation). (Securities code: 6789).
The Company received a report today from the Offeror on the results of the Tender Offer, as set out in the attached document "Announcement of Results of Tender Offer for Shares of Roland DG Corporation (Securities Code: 6789)".
As the total number of the Company's shares tendered to the Tender Offer exceeded the minimum number of shares to be purchased, the Tender Offer has been completed. 2.
Changes in parent company and largest shareholder (1) Scheduled date of change
22 May 2024 (Commencement date of settlement of the Tender Offer)
(2) Background to the change
The Company received a tender of 9,247,711 shares in the Company from the Offeror,
The Company received a report from the Offeror that the total number of shares tendered exceeded the minimum number of shares to be purchased (8,151,100 shares) and that, as the Offer was successful, the Offeror decided to acquire all of the shares.
As a result, the Offeror will newly become the parent company and largest shareholder of the Company as the ratio of the number of voting rights held by the Offeror to the total number of voting rights of all shareholders of the Company will exceed 50% as of 22 May 2024 (commencement date of settlement of the Tender Offer) if settlement of the Tender Offer is effected. The Offeror will become the new parent company and largest shareholder of the Company.
In addition, Taiyo Pacific Partners L.P., the largest and major shareholder of the Company, will tender all of the Company shares (2,390,800 shares) for which Taiyo Pacific Partners L.P. has investment authority in the Tender Offer, all of which will be acquired by the Offeror. As a result, Taiyo Pacific Partners L.P. will cease to be the largest and major shareholder of the Company as of 22 May 2024 (the commencement date of settlement of the Tender Offer).
www.rolanddg.co.jp

 

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