News Release

As announced in the "Notice Regarding Commencement of Tender Offer for Shares of TATSUTA Electric Wire and Cable Co., Ltd. (Securities Code: 5809) by JX Nippon Mining & Metals Corporation, a Wholly-owned Subsidiary of ENEOS Holdings, Inc." dated December 21, 2022 (the "Tender Offeror Press Release dated December 21, 2022"), at the respective board of directors meetings of ENEOS Holdings, Inc. and its wholly-owned subsidiary JX Advanced Metals Corporation (the "Tender Offeror" and changed the trade name from JX Nippon Mining & Metals Corporation to JX Metals Corporation on June 28, 2023, and from JX Metals Corporation to JX Advanced Metals Corporation on May 14, 2023) held on the same date, it was resolved that the Tender Offeror will obtain the common shares of TATSUTA Electric Wire and Cable Co., Ltd. (Code Number: 5809, Prime Market of the Tokyo Stock Exchange, Inc. the "Target Company") (the "Share Acquisition") through a tender offer under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended, the "Act") (the "Tender Offer").

　

As stated in the Tender Offeror Press Release dated December 21, 2022, the Tender Offeror had aimed to commence the Tender Offer by June 2023. However, as it was difficult to accurately predict the period required for procedures required under competition laws both in and outside Japan, the Tender Offeror decided to announce the details of the schedule of the Tender Offer as soon as they were determined. Also, it was announced that the competition laws of China were scheduled to be reformed, which would increase the threshold for necessity of notification, and therefore, if the reform came into effect, the notification required under Chinese competition laws for the Tender Offer would not be necessary, and the scheduled period for commencement of the Tender Offer might be changed depending on the status of progress of the procedures required under Japanese competition laws at the time thereof.

　

Thereafter, as announced in the press releases dated June 30, September 26, and December 27, 2023, and January 31, February 29, March 26, April 26, and May 31, 2024 titled "(Progress of Disclosed Matters) Notice Regarding Progress of Implementation of Tender Offer for Shares of TATSUTA Electric Wire and Cable Co., Ltd. (Securities Code 5809) by JX Metals Corporation, a Wholly-owned Subsidiary of ENEOS Holdings, Inc." , of the procedures required under competition laws both in and outside Japan, while the procedures required under Japanese competition laws and related measures were complete, those required under Chinese competition laws and related measures were not yet complete.

　

The Tender Offeror hereby announces that it has obtained clearance in connection with the procedures required under Chinese competition laws and related measures on June 11 2024.

　

After submitting a notification concerning the Share Acquisition to the Chinese competition authority on January 17, 2023, until December of the same year, the Tender Offeror sincerely and expeditiously responded to questions and requests for information from the Chinese competition authority approximately 20 times; in addition, the Tender Offeror explained in detail that the Share Acquisition would not raise any competition concerns. This year, the Chinese competition authority expressed competition concerns regarding some of the products supplied by the Tender Offeror or the Target Company in China; therefore, the Tender Offeror promptly proposed the remedies to address the competition concerns to the Chinese competition authority. Thereafter, the Tender Offeror proposed revisions to the remedies several times at the request of the Chinese competition authority, and had discussions repeatedly about the details thereof with the Chinese competition authority. As a result, on June 11 2024, the Tender Offeror obtained from the Chinese competition authority clearance concerning the Share Acquisition subject to implementation of the remedies that the Tender Offeror proposed. Additionally, reforms that increase the threshold for the necessity of notification pursuant to Chinese competition laws (among others) have become effective as of January 26, 2024, however, the Chinese competition authority has indicated that it would not permit the Tender Offeror to withdraw the notification pursuant to Chinese competition laws and implement the Tender Offer, given the fact that the process of conducting discussions for the remedies to address the competition concerns is ongoing. Accordingly, the Tender Offeror has not applied for withdrawal of the notification in order to implement the Tender Offer immediately.

　

Given that the Tender Offeror obtained clearance concerning the Share Acquisition from the Chinese competition authority, as announced in the Tender Offeror Press Release dated December 21, 2022, the Tender Offeror plans to commence the Tender Offer on June 21, 2024, subject to the satisfaction or waiver, as of the commencement date of the Tender Offer, of all matters (1) through (6) set forth below that were conditions precedent for commencing the Tender Offer. As of today, item (1) below has been completed, however, satisfaction of items (2) and (3) requires certain preparation time in practical terms, therefore certain period is necessary before the commencement of the Tender Offer. The Tender Offeror does not recognize any specific concerns regarding the satisfaction of items (4) through (6) below, however, the Tender Offeror plans to confirm the satisfaction thereof after it receives a report from the Target Company setting forth their recognition.

　

(1) Necessary procedures and measures based on domestic and foreign competition laws have been completed.
(2) The unanimous approval and endorsement resolution at the board of directors' meeting of the Target Company is conducted legally and effectively, and there have been no changes or withdrawals.
(3) A positive opinion endorsing approval and offering in the Tender Offer has been issued by the special committee established by the Target Company, and there have been no changes or withdrawals.
(4) There are no reasons causing material adverse effects on the financial condition of the Target Company (i.e., no material change in the business or property of the Target Company or its subsidiary, or no other circumstance that would significantly compromise the Tender Offeror's ability to achieve the purpose of the Tender Offer as defined in Article 27-11, Paragraph 1 of the Act, or similar or equivalent thereto).
(5) There are no pending applications, lawsuits, or proceedings seeking to prohibit or restrict the commencement of the Tender Offer filed with judicial or administrative authorities, and there is no judgment or decision by judicial or administrative authorities prohibiting or restricting the commencement of the Tender Offer.
(6) There are no undisclosed material facts concerning the Target Company (referring to material facts as defined in Article 166, Paragraph 2 of the Act) or facts of the tender offer, etc. (referring to facts as defined in Article 167, Paragraph 2 of the Act).

　

As stated above, the clearance under Chinese competition laws has been obtained; however, as a condition for obtainment of the clearance, the Tender Offeror is required to implement the remedies to address the competition concerns that include prohibition against supply of the products supplied by the Tender Offeror in combination with the products supplied by the Target Company in China without justifiable reasons for a certain period on and after the date on which such clearance was obtained.

　

The impact of implementation of the remedies above will be immaterial to ENEOS Holdings, Inc. and the Tender Offeror.

The commencement of the Tender Offer or any changes to the timing of the commencement of the Tender Offer described above will be announced as soon as they are determined.

　

Disclaimers with respect to this translation. [Restriction on Solicitation] This press release was not prepared for the purpose of soliciting a tender for a sale. If you intend to tender an offer to sell the shares in the Tender Offer, please make sure that you refer to the Tender Offer Explanatory Document regarding the Tender Offer in advance, and tender for it at your own discretion. This press release is not a tender for, or a solicitation for a tender for, a sale or purchase of securities, and does not constitute a part of the foregoing. In addition, this press release (or any part of it) and any distribution hereof will not be the basis for any agreement concerning the Tender Offer, nor will it be relied upon when executing any such agreement. 　 [Prediction of the Future] The Offeror does not promise that the projections expressed or implied as "forward-looking statements" will ultimately be accurate. The "forward-looking statements" in this press release have been prepared based on information available to the Offeror as of June 12, 2024, and unless otherwise required by law or regulation, the Offeror will not be responsible for updating or otherwise revising such forward-looking statements in order to reflect any future event or circumstances. 　 [Regulations of the United States] Unless the Tender Offer can be implemented in compliance with applicable laws and various regulations in the United States, the Offeror will not conduct the Tender Offer for the United States or to a United States person (within the meaning of "United States person" provided in Regulation S of the Securities Act of 1933; hereinafter the same in this section). In this case, applications for shares of the Target Company related to the Tender Offer by any means, usage or method, or through any facility, cannot be conducted from the United States, within the United States, or by those existing or residing the United States, or by any person acting by calculation of a United States person or for the profit of a United States person. 　 [Other Countries] In certain countries or regions, the announcement, issue or distribution of this press release may be restricted by laws or regulations. In such cases, you are required to be aware of such restrictions and comply with them. This press release does not constitute any solicitation of an offer to sell or offer to purchase shares in relation to the Tender Offer, and shall be considered as a mere distribution of informative materials.