Notice on Tender Offer by SK-03 Corporation for CE Holdings Stock

Overview of this tender offer

Details of the tender offer for CE Holdings, focusing on the offer price of 1,650 yen and the lower bound of 4,968,300 shares, with information on the stake holdings of the offeror, Hikari Communications Group, NEC, NIC Fund, and others, and the future scheme. To ensure fairness, an independent third-party institution, financial advisor, legal advisor, and a special committee have been established, presenting a multi-faceted scheme combining a transfer agreement, non-publicization cooperation agreement, and share consolidation.

Policy on future corporate restructuring and capital strategy

After the deal closes, CE Holdings will become a wholly owned subsidiary of the offeror, pursuing delisting through a process including share consolidation, treasury stock acquisitions, third-party allotments, and capital reductions to secure distributable funds. With NIC Fund's support, it will deepen in the healthcare field, leverage AI, and develop a next-generation management team. Discussions with Hikari Communications Group, NEC, and SEL regarding in-kind distributions and dividends will proceed, and the delisting-related disadvantages are described as limited.