[Translation for Reference Purposes Only]
ENGLISH TRANSLATION OF DOCUMENT IN JAPANESE
This is an English translation of an original document in Japanese and is only being provided for convenience. In all cases, the original Japanese version shall take precedence.
April 22, 2026
For Immediate Release
Company Name Seibu Holdings Inc.
Representative President and Representative Director, CEO,
COO
NISHIYAMA Ryuichiro (Code No.: 9024
Prime Market of the Tokyo Stock Exchange)
Inquiries Senior Managing Officer, General Manager of Corporate Communication
TATARA Yoshihiro
(TEL. +81-3-6709-3112)
Company Name SEIBU REAL ESTATE INC. Representative President
SAITO Tomohide
(Change) Notice Regarding Changes to the Press Release Titled “Notice Regarding Commencement of Tender Offer for Shares Certificates, Etc. of e’grand Co., Ltd (Securities Code: 3294)” and the Public Notice of Tender Offer by SEIBU REAL ESTATE INC., a Consolidated Subsidiary of Seibu Holdings Inc.With respect to the press release titled “Notice Regarding Commencement of Tender Offer by SEIBU REAL ESTATE INC., a Consolidated Subsidiary of Seibu Holdings Inc., for Shares Certificates, Etc. of e’grand Co., Ltd (Securities Code: 3294)” announced by Seibu Holdings Inc. (the “Company”) on March 31, 2026, the Company hereby announces the partial amendments to certain matters stated in the press release titled “Notice Regarding Commencement of Tender Offer for Shares Certificates, Etc. of e’grand Co., Ltd (Securities Code: 3294)” dated March 31, 2026 and attached thereto, and in the public notice of the Tender Offer dated April 1, 2026.
For details, please refer to the attached “(Change) Notice Regarding Changes to the Press Release Titled ‘Notice Regarding Commencement of Tender Offer for Shares Certificates, Etc. of e’grand Co., Ltd (Securities Code: 3294)’ and the Public Notice of the Tender Offer Following Filing of Amendment to Tender Offer Registration Statement” announced by SEIBU REAL ESTATE INC. (the “Tender Offeror”) on April 22, 2026.
End
This material constitutes a disclosure by Seibu Holdings Inc. in accordance with the Securities Listing Regulations
and is also being made public in accordance with Article 30, Paragraph 1, Item 4 of the Enforcement Order of the Financial Instruments and Exchange Act pursuant to the request made by SEIBU REAL ESTATE INC. (the Tender Offeror) to Seibu Holdings Inc. (a parent company of the Tender Offeror).
(Attachment)
“(Change) Notice Regarding Changes to the Press Release Titled ‘Notice Regarding Commencement of Tender Offer for Shares Certificates, Etc. of e’grand Co., Ltd (Securities Code: 3294)’ and the Public Notice of the Tender Offer Following Filing of Amendment to Tender Offer Registration Statement” dated April 22, 2026
[Translation for Reference Purposes Only]
ENGLISH TRANSLATION OF DOCUMENT IN JAPANESE
This is an English translation of an original document in Japanese and is only being provided for convenience. In all cases, the original Japanese version shall take precedence.
April 22, 2026
For Immediate Release
Company Name SEIBU REAL ESTATE INC. Representative President
SAITO Tomohide
(Change) Notice Regarding Changes to the Press Release Titled “Notice Regarding Commencement of Tender Offer for Shares Certificates, Etc. of e’grand Co., Ltd (Securities Code: 3294)” and the Public Notice of the Tender Offer Following Filing of Amendment to Tender Offer Registration StatementSEIBU REAL ESTATE INC. (the “Tender Offeror”) resolved at its board of directors meeting held on March 31, 2026 to acquire the common shares and the Stock Acquisition Rights (Note) in e’grand Co., Ltd (the “Target Company”) through a tender offer (the “Tender Offer”) under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; the “Act”) and has been implementing the Tender Offer since April 1, 2026.
(Note) The “Stock Acquisition Rights” collectively refers to the following stock acquisition rights.
The 5th series of stock acquisition rights issued pursuant to a resolution of the Target Company’s board of directors dated July 10, 2014 (The exercisable period is from August 1, 2014 to July 31, 2044)
The 6th series of stock acquisition rights issued pursuant to a resolution of the Target Company’s board of directors dated July 10, 2015 (The exercisable period is from August 1, 2015 to July 31, 2045)
The 7th series of stock acquisition rights issued pursuant to a resolution of the Target Company’s board of directors dated July 11, 2016 (The exercisable period is from August 1, 2016 to July 31, 2046)
Today, the Tender Offeror filed an amendment to the tender offer registration statement with the Director of the Kanto Local Finance Bureau under Article 27-8, Paragraph 2 of the Act in order to (i) amend matters requiring correction that were contained in the tender offer registration statement pertaining to the Tender Offer filed on April 1, 2026 (the “Tender Offer Registration Statement”) and the public notice of the Tender Offer dated April 1, 2026, which is an attachment to the Tender Offer Registration Statement (the “Public Notice of the Tender Offer”), in connection with the Tender Offeror’s receipt of the Notice related to Non-Issuance of Cease and Desist Order dated April 21, 2026 and the Notice of Shortening of Prohibited Acquisition Period dated April 21, 2026 from the Japan Fair Trade Commission on April 21, 2026, and to (ii) add these documents to the attachments to the Tender Offer Registration Statement.
Accordingly, the Tender Offeror announces that the press release titled “Notice Regarding Commencement of Tender Offer for Shares Certificates, Etc. of e’grand Co., Ltd (Securities Code: 3294)” dated March 31, 2026 and the Public Notice of the Tender Offer have been changed as detailed below.
Please note that the following changes do not result in any change to the terms of purchase defined in Article 27-3, Paragraph 2, Item 1 of the Act.
In addition, the changed portions are underlined.
Change to Press Release Titled “Notice Regarding Commencement of Tender Offer for Shares Certificates, Etc. of e’grand Co., Ltd (Securities Code: 3294)” Dated March 31, 2026
2. Outline of Purchase, Etc.
Other Conditions and Methods of Purchase, Etc.
(II) Conditions of Withdrawal, Etc., of the Tender Offer, Details Thereof and Method of Disclosure of Withdrawal, Etc.
(Before Change)
If any event listed in Article 14, Paragraph 1, Item (i), Sub-items (a) through (j) and (m) through (t), Item (iii), Sub-items (a) through (h) and (j), Item (iv), and Article 14, Paragraph 2, Items (iii) through (vi) of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended; the “Enforcement Order”) occurs, the Tender Offeror may withdraw the Tender Offer. If (I) the corporate body determining the business execution of the Target Company determines to make a distribution of surplus by setting a date before the commencement date of the settlement of the Tender Offer as the record date (excluding the case where the amount of money and other assets to be delivered to shareholders is expected to be less than the amount equivalent to 10% of the book value of the net assets as of March 31, 2025 stated in the Annual Securities Report filed by the Target Company on June 25, 2025 (the “Target Company’s Annual Securities Report”) (1,149,381,000 yen (Note))) (including the case where the Target Company determines to set the date before the commencement date of the settlement of the Tender Offer as the record date for distribution of surplus without indicating any specific amount of distribution of surplus) or determines to submit a proposal to make the above distribution to the Target Company’s shareholders’ meeting, or (II) the corporate body determining the business execution of the Target Company determines to acquire treasury shares (excluding the case where the amount of money and other assets to be delivered to shareholders is expected to be less than the amount equivalent to 10% of the book value of the net assets stated in the Target Company’s Annual Securities Report (1,149,381,000 yen)), the outflow of the Target Company’s corporate assets will increase and the achievement of the purpose of the Tender Offer will be seriously disrupted. Accordingly, the Tender Offeror may withdraw the Tender Offer, considering it a case that falls within the scope of “events which are equivalent to those listed in Item (i), Sub-items (a) through (s)” set forth in Article 14, Paragraph 1, Item (i), Sub-item (t) of the Enforcement Order. The “facts which are equivalent to those listed in Item (iii), Sub-item (a) through (i)” set forth in Article 14, Paragraph 1, Item (iii), Sub-item (j) of the Enforcement Order refers to the case where any of the statutory disclosure documents submitted by the Target Company in the past is found to contain a false statement on a material fact, or to lack a statement on a material fact that should have been stated.
In addition, in the event that, by the day preceding the expiration date of the Tender Offer Period (including the case where the Tender Offer Period is extended), with respect to the prior notification filed by the Tender Offeror to the Fair Trade Commission pursuant to the provisions of Article 10, Paragraph 2 of the Antimonopoly Act, (i) the waiting period or the prohibition period for acquisition has not expired, (ii) a prior notice of a cease and desist order is given, or (iii) a petition for an urgent suspension order by the court has been filed on the ground that a person is suspected of having violated the provisions of Article 10, Paragraph 1 of the Antimonopoly Act, then the Tender Offeror may withdraw the Tender Offer on the grounds of a failure to obtain the “permission, etc.” set forth in Article 14, Paragraph 1, Item (iv) of the Enforcement Order.
(After Change)
If any event listed in Article 14, Paragraph 1, Item (i), Sub-items (a) through (j) and (m) through (t), Item (iii), Sub-items (a) through (h) and (j), and Article 14, Paragraph 2, Items (iii) through (vi) of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended; the “Enforcement Order”) occurs, the Tender Offeror may withdraw the Tender Offer. If (I) the corporate body determining the business execution of the Target Company determines to make a distribution of surplus by setting a date before the commencement date of the settlement of the Tender Offer as the record date (excluding the case where the amount of money and other assets to be delivered to shareholders is expected to be less than the amount equivalent to 10% of the book value of the net assets as of March 31, 2025 stated in the Annual Securities Report filed by the Target Company on June 25, 2025 (the “Target Company’s Annual Securities Report”) (1,149,381,000 yen (Note))) (including the case where the Target Company determines to set the date before the commencement date of the settlement of the Tender Offer as the record date for distribution of surplus without indicating any specific amount of distribution of surplus) or determines to submit a proposal to make the above distribution to the Target Company’s shareholders’ meeting, or (II) the corporate body determining the business execution of the Target Company determines to acquire treasury shares (excluding the case where the amount of money and other assets to be delivered to shareholders is expected to be less than the amount equivalent to 10% of the book value of the net assets stated in the Target Company’s Annual Securities Report (1,149,381,000 yen)), the outflow of the Target Company’s corporate assets will increase and the achievement of the purpose of the Tender Offer will be seriously disrupted. Accordingly, the Tender Offeror may withdraw the Tender Offer, considering it a case that falls within the scope of “events which are equivalent to those listed in Item (i), Sub-items (a) through (s)” set forth in Article 14, Paragraph 1, Item (i), Sub-item (t) of the Enforcement Order. The “facts which are equivalent to those listed in Item (iii), Sub-item (a) through (i)” set forth in Article 14, Paragraph 1, Item (iii), Sub-item (j) of the Enforcement Order refers to the case where any of the statutory disclosure documents submitted by the Target Company in the past is found to contain a false statement on a material fact, or to lack a statement on a material fact that should have been stated.
Change to the Public Notice of the Tender Offer
2. Details of Tender Offer
Other Conditions and Methods of Purchase, Etc.
(II) Conditions of Withdrawal, Etc., of the Tender Offer, Details Thereof and Method of Disclosure of Withdrawal, Etc.
(Before Change)
If any event listed in Article 14, Paragraph 1, Item (i), Sub-items (a) through (j) and (m) through (t), Item (iii), Sub-items (a) through (h) and (j), Item (iv), and Article 14, Paragraph 2, Items (iii) through (vi) of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended; the “Enforcement Order”) occurs, the Tender Offeror may withdraw the Tender Offer. If (I) the corporate body determining the business execution of the Target Company determines to make a distribution of surplus by setting a date before the commencement date of the settlement of the Tender Offer as the record date (excluding the case where the amount of money and other assets to be delivered to shareholders is expected to be less than the amount equivalent to 10% of the book value of the net assets as of March 31, 2025 stated in the Annual Securities Report filed by the Target Company on June 25, 2025 (the “Target Company’s Annual Securities Report”) (1,149,381,000 yen (Note))) (including the case where the Target Company determines to set the date before the commencement date of the settlement of the Tender Offer as the record date for distribution of surplus without indicating any specific amount of distribution of surplus) or determines to submit a proposal to make the above distribution to the Target Company’s shareholders’ meeting, or (II) the corporate body determining the business execution of the Target Company determines to acquire treasury shares (excluding the case where the amount of money and other assets to be delivered to shareholders is expected to be less than the amount equivalent to 10% of the book value of the net assets stated in
the Target Company’s Annual Securities Report (1,149,381,000 yen)), the outflow of the Target Company’s corporate assets will increase and the achievement of the purpose of the Tender Offer will be seriously disrupted. Accordingly, the Tender Offeror may withdraw the Tender Offer, considering it a case that falls within the scope of “events which are equivalent to those listed in Item (i), Sub-items (a) through (s)” set forth in Article 14, Paragraph 1, Item (i), Sub-item (t) of the Enforcement Order. The “facts which are equivalent to those listed in Item (iii), Sub-item (a) through (i)” set forth in Article 14, Paragraph 1, Item (iii), Sub-item (j) of the Enforcement Order refers to the case where any of the statutory disclosure documents submitted by the Target Company in the past is found to contain a false statement on a material fact, or to lack a statement on a material fact that should have been stated.
In addition, in the event that, by the day preceding the expiration date of the Tender Offer Period (including the case where the Tender Offer Period is extended), with respect to the prior notification filed by the Tender Offeror to the Fair Trade Commission pursuant to the provisions of Article 10, Paragraph 2 of the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (Act No. 54 of 1947, as amended; the “Antimonopoly Act”), (i) the waiting period or the prohibition period for acquisition has not expired, (ii) a prior notice of a cease and desist order is given, or (iii) a petition for an urgent suspension order by the court has been filed on the ground that a person is suspected of having violated the provisions of Article 10, Paragraph 1 of the Antimonopoly Act, then the Tender Offeror may withdraw the Tender Offer on the grounds of a failure to obtain the “permission, etc.” set forth in Article 14, Paragraph 1, Item (iv) of the Enforcement Order.
(After Change)
If any event listed in Article 14, Paragraph 1, Item (i), Sub-items (a) through (j) and (m) through (t), Item (iii), Sub-items (a) through (h) and (j), and Article 14, Paragraph 2, Items (iii) through (vi) of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended; the “Enforcement Order”) occurs, the Tender Offeror may withdraw the Tender Offer. If (I) the corporate body determining the business execution of the Target Company determines to make a distribution of surplus by setting a date before the commencement date of the settlement of the Tender Offer as the record date (excluding the case where the amount of money and other assets to be delivered to shareholders is expected to be less than the amount equivalent to 10% of the book value of the net assets as of March 31, 2025 stated in the Annual Securities Report filed by the Target Company on June 25, 2025 (the “Target Company’s Annual Securities Report”) (1,149,381,000 yen (Note))) (including the case where the Target Company determines to set the date before the commencement date of the settlement of the Tender Offer as the record date for distribution of surplus without indicating any specific amount of distribution of surplus) or determines to submit a proposal to make the above distribution to the Target Company’s shareholders’ meeting, or (II) the corporate body determining the business execution of the Target Company determines to acquire treasury shares (excluding the case where the amount of money and other assets to be delivered to shareholders is expected to be less than the amount equivalent to 10% of the book value of the net assets stated in the Target Company’s Annual Securities Report (1,149,381,000 yen)), the outflow of the Target Company’s corporate assets will increase and the achievement of the purpose of the Tender Offer will be seriously disrupted. Accordingly, the Tender Offeror may withdraw the Tender Offer, considering it a case that falls within the scope of “events which are equivalent to those listed in Item (i), Sub-items (a) through (s)” set forth in Article 14, Paragraph 1, Item (i), Sub-item (t) of the Enforcement Order. The “facts which are equivalent to those listed in Item (iii), Sub-item (a) through (i)” set forth in Article 14, Paragraph 1, Item (iii), Sub-item (j) of the Enforcement Order refers to the case where any of the statutory disclosure documents submitted by the Target Company in the past is found to contain a false statement on a material fact, or to lack a statement on a material fact that should have been stated.
End
