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    8473   JP3436120004

SBI HOLDINGS, INC.

(8473)
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Notice Regarding Our Response to “Request for Extension of End Date of Tender Offer Period” from Shinsei Bank, Limited. (Securities Code: 8303)

09/23/2021 | 11:22pm EDT

This document is an English translation of the official Japanese version of the press release (the "Official Japanese Version"). This English translation was prepared for your reference, to help you understand what is stated in the Official Japanese Version. In the event of any discrepancy between the Official Japanese Version and the English translation, the Official Japanese Version will prevail.

September 24, 2021

Address:

1-6-1 Roppongi, Minato-ku, Tokyo

Company:

SBI Holdings, Inc.

(CodeNo.:8473,TSE 1st Sec.)

Representative

Representative:

Director, President &

Yoshikata Kitao

CEO

Contact:

Executive Officer

Hideyuki Katsuchi

Tel:

+81 3 6229 0100

Company:

SBI Regional Bank Holdings Co., Ltd.

Notice Regarding Our Response to "Request for Extension of End Date of Tender

Offer Period" from Shinsei Bank, Limited. (Securities Code: 8303)

SBI Holdings, Inc. ("SBIHD") and its wholly owned subsidiary company, SBI Regional Bank Holdings Co., Ltd. (the "Tender Offeror," together with SBIHD, the "SBIHD Parties"), announces that the SBIHD Parties received a letter entitled "Request for Extension of End Date of Tender Offer Period"("Letter from Shinsei Bank dated September 17") from Shinsei Bank, Limited (the "Target Company") regarding the tender offer which the Tender Offeror is conducting for shares of the Target Company (the "Tender Offer"), and as a result of considering the contents, as of today, the SBIHD Parties have sent a letter entitled "Response to Letter from Shinsei Bank dated September 17" ("Our Response dated September 24") with questions to the Target Company as attachment.

According to the "Notice of the Introduction of Takeover Defense Measures subject to Confirmation of Shareholders' Support after the commencement of the TOB for Shinsei Bank's shares by SBI Regional Bank Holdings Co., Ltd. " published by the Target Company on September 17, 2021, the SBIHD Parties understand that if the SBIHD Parties accepts the request of extension of the end date of tender offer period, the board of directors of the Target Company will confirm whether or not the proposal regarding the implementation of the countermeasures is

1

approved at the shareholders meeting to confirm shareholders' intent only in the case where the board of directors of the Target Company decides that the Tender Offer will "significantly damage the corporate value, corporate interests, and/or common interests of shareholders." In the Tender Offer Registration Statement, the SBIHD Parties have already provided information on specific measures to recover and enhance Target Company's corporate value in a form that the shareholders of the Target Company can fully understand. In addition, the SBIHD Parties plan to provide additional information for the questions from the Target Company in the Tender Offeror's Answer which will be submitted in the days to come. On the other hand, in order for the shareholders of the Target Company to decide whether to stop the Tender Offer by taking a vote for the introduction of the takeover defense measure and the implementation thereof , more information on how the management of the Target Company analyzes (i) the reason why the Target Company has failed to achieve the planned values published by them in almost all of the business years during and after the business year ended in March 2016 and has not repaid public funds more than twenty years since its injection, (ii) what measures the management has taken and plans to take to repay public funds, and (iii) what measures the management considers to recover and enhance the Target Company's corporate value should be provided. Based on such information, it is necessary for the shareholders of the Target Company to judge whether the measures for recovering and enhancing the corporate value taken by the management of Target Company or the measures proposed by the Company are desirable for all stakeholders.

As mentioned above, the intent of the questions provided to the Target Company in "Our Response dated September 24"is to ask the management of the Target Company to explain the measures which the management considers to recover and enhance the Target Company's corporate value more concretely and in detail. The SBIHD Parties are confident that the proper answers to these questions are significant for the shareholders of the Target Company to make appropriate decisions.

End

*****************************************************************************************

For further information, please contact:

SBI Holdings, Inc. Corporate Communications Dept., Tel: +81 3 6229-0126

2

September 24, 2021

To

Hideyuki Kudo

President and CEO

Nihonbashi Muromachi Nomura Building, 2-4-3,Nihonbashi-muromachiChuo-ku, Tokyo

103-8303

From

Yoshitaka Kitao

Director, President & CEO

SBI Holdings, Inc.

1-6-1 Roppongi, Minato-ku, Tokyo 106-6019

Shumpei Morita

Representative Director

SBI Regional Bank Holdings Co., Ltd.

1-6-1 Roppongi, Minato-ku, Tokyo 106-6019

Dear Mr. Kudo:

SBI Holdings, Inc. ("SBIHD") and its wholly owned subsidiary company, SBI Regional Bank Holdings Co., Ltd. ("SBI Regional Bank HD," together with SBIHD, the "SBIHD Parties"), received a letter entitled "Request for Extension of End Date of Tender Offer Period" dated September 17 from Shinsei Bank Limited ("Shinsei Bank") regarding the tender offer which SBI Reginal Bank HD is conducing for shares of Shinsei Bank (the "Tender Offer"), and the SBIHD Parties considered the contents of the letter.

On the obvious premises that the SBIHD Parties ensures that the interests of minority shareholders are not harmed by any chance by taking sufficient measures such as developing an appropriate system

for managing conflicts of interest to protect minority shareholders, the SBIHD Parties believe that (i) making Shinsei Bank a consolidated subsidiary of SBIHD to organically combine and synergize the management resources of Shinsei Bank group and the SBIHD group and (ii) changing all or part of Shinsei Bank's officers and accomplishing the optimal composition of officers, through the acquisition of the Shinsei Bank Shares by the Tender Offer and the additional acquisition to the necessary extent will lead to the recovery and enhancement of its corporate value, resulting in repayment of huge public funds. As such, the SBIHD Parties firmly believe that the Tender Offer is beneficial to various stakeholders, such as shareholders, employees, depositors, and clients.

The SBIHD Parties also believe whether or not the shareholders of Shinsei Bank accept the Tender Offer shall be clarified through their decision to apply for the Tender Offer. On the Tender Offer, the SBIHD Parties have provided information regarding the specific measures for the recovery and enhancement of Shinsei Bank's corporate value and for protection of minority shareholders in the Tender Offer Registration Statement in a manner for shareholders to fully understand, and the SBIHD Parties also plan to provide additional information in the Tender Offeror's Answer which will be submitted for the questions from Shinsei Bank in the days to come. Thus, though these provision of information, the SBIHD Parties will provide information necessary and sufficient for shareholders of Shinsei Bank to decide whether to apply for the Tender Offer. In addition, while the shortest Tender Offer Period stipulated by applicable laws and regulations is 20 business days, the SBIHD Parties set the Tender Offer Period to be 30 business days. By setting a relatively long Tender Offer Period, the Tender Offeror ensures that the shareholders of Shinsei Bank are provided with a sufficient period to decide on their application for the Tender Offer.

Therefore, the SBIHD Parties believe that it is unreasonable for Shinsei Bank to introduce takeover defense measures against the Tender Offer (the "Takeover Defense Measures"), and that it is highly suspected that the Takeover Defense Measures were introduced by the management of Shinsei Bank to protect their own interests. As such, the SBIHD Parties will continue to verify the legality of the Takeover Defense Measures. Further, Shinsei Bank requests the SBIHD Parties an extension of the end date of the Tender Offer Period, but the SBIHD Parties strongly require Shinsei Bank not to unfairly use the Takeover Defense Measures to protect the managements' own interests and damage the corporate value or the common interests of the shareholders. The Tender Offeror will extend the Tender Offer Period until November 24, 2021 (up to 50 business days) if Shinsei Bank publishes through its press release that Shinsei Bank promises to comply with the following four items that will lead to the protection of all shareholders of Shinsei Bank and their benefit by September 28, 2021, two business days before September 30, 2021, which is the date Shinsei Bank requests the SBIHD Parties as a deadline for the extension of the tender offer period. If any of these four items cannot be promised to be complied with, please explain the reason clearly and in detail by September 28, 2021 and announce it in through its press release.

- 2 -

1 Additional questions with lower importance in deciding whether shareholders will apply for the Tender Offer shall not be asked, and the period for consideration shall not be unnecessarily extended

In order to secure a period of consideration for the shareholders, the SBIHD Parties believe that it is desirable to complete the exchange of questions and answers early and to have the Board of Directors early decide whether or not to ask the shareholders their intention regarding the implementation of countermeasures . Thus, please promise not to unnecessarily extend the period for Board of Directors' consideration by insisting that the SBIHD Parties' answers to the questions are insufficient while asking additional questions with less importance or questions for the purpose of gaining time.

2 In the case that the Board of Directors will confirm whether the implementation of countermeasures is accepted at the shareholders meeting to confirm shareholders' intent, the Board of Directors shall explain the specific grounds to determine that the Tender Offer will "significantly damage corporate value, corporate interests, and/or common interests of shareholders."

The SBIHD Parties understand that, pursuant to the Takeover Defense Measure, if the SBIHD Parties accept the request of extension of the end date of tender offer period, the Board of Directors of Shinsei Bank will confirm whether or not the implementation of the countermeasures will be accepted in the shareholders meeting to confirm the shareholders' intent only in the case the Tender Offer will "significantly damage corporate value, corporate interests, and/or common interests of shareholders" (Please see "Appendix: Overview of the Plan's procedures" of the press release regarding the Takeover Defense Measures).

The SBIHD Parties believe it is clear that the Tender Offer will not "significantly damage corporate value, corporate interests, and/or common interests of shareholders" given the details of the specific measures for the recovery and enhancement of corporate value and for the protection of minority shareholders in the case the Tender Offer is successfully completed, which have been already stated in the Tender Offer Registration Statement. If by any chance the Board of Directors will (i) decide that the Tender Offer will "significantly damage corporate value, corporate interests, and/or common interests of shareholders" and that the countermeasures shall be implemented for the Tender Offer and (ii) hold the general meeting to confirm shareholder's intent, please explain the specific grounds for such decision clearly and in detail.

We also believe (i) that the Shinsei Bank's answers to "Questions to Shinsei Bank" as attached is significant in order for the shareholders of Shinsei Bank to decide whether to accept

- 3 -

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

SBI Holdings Inc. published this content on 24 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 September 2021 03:21:05 UTC.


© Publicnow 2021
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