Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.
October, 14, 2025
Listed company name: NIPPN CORPORATION
Representative: Toshiya Maezuru, President and CEO
Listing: The Prime Market of the Tokyo Stock Exchange
Code number:2001
Contact: Hideaki Kataoka, General Manager of Corporate Communications Div. TEL: +81-3-3511-5307
Notice Regarding Secondary Offering of SharesNIPPN CORPORATION (President & CEO: Toshiya Maezuru; Head Office: Chiyoda-ku, Tokyo; the “Company”) hereby announces that it has determined the following matters relating to a secondary offering of its shares by the resolution of the Board of Directors dated October 14, 2025.
Secondary Offering of Shares (Secondary Offering by way of Purchase and Subscription by the Underwriters)
Class and number of shares to be sold
Seller and number of shares to be sold
4,903,200 shares of common stock of the Company
Name Number of shares to be sold
YAKULT HONSHA
CO.,LTD.
Mitsui Sumitomo Insurance Company, Limited
Sumitomo Mitsui Banking Corporation
The Norinchukin Bank Sumitomo Mitsui Trust Bank, Limited
1,152,500 shares
1,144,100 shares
1,123,500 shares
1,030,300 shares
452,800 shares
Selling price Undetermined (The selling price will be determined on a day
in the period from Tuesday, October 21, 2025 to Friday, October 24, 2025 (the “Pricing Date”) in accordance with the method set forth in Article 25 of the Regulations Concerning Underwriting, etc. of Securities by the Japan Securities Dealers Association, based on the preliminary pricing terms calculated by multiplying the closing price in ordinary market transactions of the shares of common stock of the Company on the Tokyo Stock Exchange, Inc. on the Pricing Date (or, if no closing price is quoted, the closing price of the immediately preceding date) by a number between 0.90 and
1.00 (with any fraction less than one yen being rounded down), taking into account market demand and other conditions.
Method of secondary offering
The offering will be a secondary offering by way of purchase and subscription of the aggregate number of shares by the underwriters.
The aggregate amount of the difference between (i) the selling price and (ii) the amount to be paid to the sellers by the underwriters in the secondary offering shall constitute proceeds to the underwriters.
Delivery date The fifth business day immediately following the Pricing
Date.
The selling price and any other matters necessary for the secondary offering will be determined by Toru Otao, Director and Executive Officer.
- Secondary Offering of Shares (Secondary Offering by way of Over-Allotment) (See 1. of below.)
Class and number of shares to be sold
735,400 shares of common stock of the Company
The number of shares mentioned above is the maximum number of shares to be sold. The above number may decrease, or the secondary offering itself may be cancelled entirely, depending on market demand and other conditions. Furthermore, the number of shares to be sold will be determined on the Pricing Date, taking into account market demand and other conditions.
Seller The lead manager of the Secondary Offering by way of Purchase and Subscription by the Underwriters (the “Lead Manager”)
Selling price Undetermined (The selling price will be determined on the
Pricing Date; however, such selling price will be the same as the selling price of the Secondary Offering by way of Purchase and Subscription by the Underwriters.)
Method of secondary offering
Taking into account market demand and other conditions regarding the Secondary Offering by way of Purchase and Subscription by the Underwriters, the Lead Manager will make a secondary offering of up to 735,400 shares of common stock of the Company that it borrows from certain shareholder(s).
Delivery date The delivery date is the same as the delivery date of the
Secondary Offering by way of Purchase and Subscription by the Underwriters.
The selling price and any other matters necessary for the secondary offering will be determined by Toru Otao, Director and Executive Officer.
Each of the above items shall be conditioned upon the registration under the Financial Instruments and Exchange Act of Japan becoming effective.
1. Secondary Offering by way of Over-Allotment
The Secondary Offering by way of Over-Allotment described in “2. Secondary Offering of Shares (Secondary Offering by way of Over-Allotment)” above is a secondary offering of shares of common stock of the Company to be conducted by the Lead Manager in conjunction with “1. Secondary Offering of Shares (Secondary Offering by way of Purchase and Subscription by the Underwriters)” above, taking into account market demand and other conditions, with up to 735,400 shares of common stock of the Company to be borrowed from certain shareholder(s). The number of shares to be offered in the Secondary Offering by way of Over-Allotment is planned to be 735,400 shares; provided, however, as such planned number of shares is the maximum number of shares to be offered, such number may decrease or the Secondary Offering by way of Over-Allotment itself may be canceled entirely, depending on market demand and other conditions.
When conducting the Secondary Offering by way of Over-Allotment, the Lead Manager will be granted the right (the “Greenshoe Option”) to obtain shares of common stock of the Company up to the number of shares to be sold in the Secondary Offering by way of Over-Allotment in addition to the shares for the Secondary Offering by way of Purchase and Subscription by the Underwriters,
with the exercise period being from the delivery date of the Secondary Offering by way of Purchase and Subscription by the Underwriters and the Secondary Offering by way of Over-Allotment to Friday, November 21, 2025.
The Lead Manager may also purchase shares of common stock of the Company (the “Syndicate Cover Transactions”) on the Tokyo Stock Exchange, Inc., up to the number of shares in the Secondary Offering by way of Over-Allotment, for the purpose of returning the shares of common stock of the Company (the “Borrowed Shares”) borrowed by it from certain shareholder(s) during the period from (i) the day immediately following the last day of the subscription period for the Secondary Offering by way of Purchase and Subscription by the Underwriters and the Secondary Offering by way of Over-Allotment to (ii) Friday, November 21, 2025 (the “Syndicate Cover Transaction Period”). All of the shares of common stock of the Company to be purchased by the Lead Manager through the Syndicate Cover Transactions will be used to return the Borrowed Shares. During the Syndicate Cover Transaction Period, the Lead Manager may decide not to conduct any Syndicate Cover Transactions or may decide to terminate the Syndicate Cover Transactions before the number of shares purchased reaches the number of shares in the Secondary Offering by way of Over-Allotment.
Furthermore, the Lead Manager may conduct stabilizing transactions in relation to the Secondary Offering by way of Purchase and Subscription by the Underwriters and the Secondary Offering by way of Over-Allotment. The shares of common stock of the Company purchased through such stabilizing transactions may be used, in part or in whole, to return the Borrowed Shares.
The remaining Borrowed Shares after being acquired through the Syndicate Cover Transactions and stabilization transactions and allocated for the return will be returned by the Lead Manager by exercising the Greenshoe Option.
End