To: Shareholders of Lawson, Inc.
April 2024
KDDI Corporation Mitsubishi Corporation Lawson, Inc.
Notice of Tender Offer for the Share Certificates, Etc. of Lawson, Inc.
We hereby inform you of the commencement of a tender offer for the shares certificates, etc. (the "Securities") of Lawson, Inc. ("Lawson") by KDDI Corporation ("KDDI") (the "Tender Offer") with the purpose of taking Lawson private (the "Transaction"), as announced on March 27, 2024. Please find the relevant materials enclosed herewith.
Lawson has resolved at its board of directors meeting held on the same day, to express its opinion in favor of the Tender Offer and to recommend that Lawson’s shareholders tender their Securities in the Tender Offer. After completion of the Transaction, it is planned that Mitsubishi Corporation and KDDI will hold 50% each of the voting rights in Lawson.
Please refer to the materials enclosed herein as well as the tender offer circular pertaining to the Tender Offer (delivered in writing or by electronic means through an online service from Nomura Securities Co., Ltd., the tender offer agent, if you wish to consider participating), and consider whether to participate in the Tender Offer based on your own judgement and at your own responsibility.
Please note that shareholders who are not residents of Japan can tender their Securities only through their standing proxy residing in Japan. In preparing the necessary documents, please follow the requirements of your standing proxy and consult the tender offer agent through your standing proxy should you have any questions.
The tender offer agent will not be able to accept your tender of Securities unless all the documents are completed to its satisfaction.
<Enclosed Materials and Documents>
(1) "Notice of Tender Offer for the Share Certificates, Etc. of Lawson, Inc." (this letter) (2) Press release by KDDI dated March 27, 2024, entitled "Notice Regarding Commencement of Tender Offer for Shares of Lawson, Inc. (Securities Code: 2651)" (3) Press release by Lawson dated March 27, 2024, entitled "Notice of Expression of Our Opinion in Favor of the Commencement of and Recommendation to Tender in the Tender Offer for Company's Share Certificates by KDDI Corporation"
This letter is intended to notify Lawson's shareholders of the Tender Offer and has no other purpose whatsoever.
Please note that this letter is sent to the shareholders recorded in the shareholder registry as at the end of February 2024 for procedural purposes and, as such, it may be sent to individuals who have already sold Lawson shares and are no longer shareholders.