Announcement on the Commencement of Tender Offer for Shares of MUTOH Holdings Co., Ltd. (Securities Code: 7999)

Overview and Purpose of the Tender Offer

Brother Industries, Ltd. will conduct a tender offer for all common shares of MUTOH Holdings Co., Ltd. (excluding treasury shares), aiming to make it a wholly owned subsidiary. The tender price is set at 7,626 yen per share, representing approximately a 157% premium over the closing price on the Tokyo Stock Exchange Standard Market. The maximum number of shares to be purchased is 4,589,644 shares, with an expected purchase price of approximately 35 billion yen. The tender offer period is from February 5, 2026, to March 23, 2026, spanning 30 business days.

Fairness of Tender Price and Procedural Fairness

The tender price has been calculated based on multiple valuation methods (market price method, comparable companies analysis, and DCF method) by independent third-party appraisal firms (Mizuho Securities and Nomura Securities), providing a reasonable premium to the target’s shareholders. The target has established an independent special committee which supports the tender offer under fair procedures and recommends shareholders to tender their shares. After the tender offer, a squeeze-out procedure under the Companies Act is planned, ensuring protection of minority shareholders’ rights.

Synergy Effects and Management Policy

Utilizing Brother Industries Group’s extensive technology, financial strength, and overseas bases, efforts will be made to enhance product competitiveness, reduce costs, and expand business scale of MUTOH Holdings. Post tender offer, collaboration will be promoted through exchanges between directors and employees, aiming for sustainable corporate value enhancement. Although the target is expected to be delisted, it is determined that the benefits of going private, including reduced listing maintenance costs, outweigh the drawbacks.