[Translation]
MEDIPAL HOLDINGS CORPORATION
July 8, 2026
Representative: Shuichi Watanabe, Representative Director, President and CEO
Code number: 7459 (Prime Market, Tokyo Stock Exchange) Contact: Toshiyuki Ikeuchi, Executive Officer, Head of
Corporate Communications Department, Corporate Planning Division
Tel: +81-3-3517-5171
Notice Regarding Results of the Tender Offer for Shares of PALTAC CORPORATION (Securities Code: 8283)MEDIPAL HOLDINGS CORPORATION (the "Tender Offeror") resolved, at the board of directors' meeting held on May 11, 2026, to acquire, through a tender offer (the "Tender Offer") under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; the "Act"), the common shares of PALTAC CORPORATION (Prime Market of Tokyo Stock Exchange, Inc. (the "TSE"), Securities Code: 8283; the "Target Company") (such common shares are hereinafter referred to as the "Target Company Shares"), and commenced the Tender Offer from May 12, 2026. The Tender Offeror hereby announces that the Tender Offer ended on July 7, 2026, as described below.
Outline of the Purchase
Name and Location of the Tender Offeror
MEDIPAL HOLDINGS CORPORATION
3-1-1, Kyobashi, Chuo-ku, Tokyo
Name of the Target Company PALTAC CORPORATION
Type of Shares for the Purchase
Common stock
(Note) On September 29, 2025, The Bank of New York Mellon filed the Registration Statement (Form F-6EF) for American Depositary Receipts (the "ADRs") representing the Target Company Shares with the U.S. Securities and Exchange Commission. However, with respect to the ADRs, approval has been obtained from the Director-General of the Kanto Local Finance Bureau pursuant to Article 5, paragraph (3), item (iii) of the Cabinet Office Ordinance on Disclosure Required for Tender Offer for Share Certificates, etc. by Person Other than Issuer (Ordinance of the Ministry of Finance No. 38 of 1990, as amended; the "Cabinet Office Order"), to the effect that no solicitation of offers for purchase or offers for sales will be made.
Number of Shares Scheduled to Be Purchased
Type of Shares
Number of Shares to Be Purchased
Minimum Number of Shares to Be Purchased
Maximum Number of Shares to Be Purchased
Common stock
28,940,739 shares
8,676,100 shares
- shares
(Note 1) If the total number of shares that are tendered in the Tender Offer (the "Tendered Shares") is below the minimum number of shares to be purchased (8,676,100 shares), the Tender Offeror will not purchase any of the Tendered Shares. If the total number of Tendered Shares is equal to or exceeds the minimum number of shares to be purchased, the Tender Offeror will purchase all the Tendered Shares.
(Note 2) Since no maximum number of shares to be purchased is set for the Tender Offer, the maximum number of shares of the Target Company that can be acquired by the Tender Offeror through the Tender Offer is indicated as the number of shares to be purchased. Such maximum number is the number of shares (28,940,739 shares) obtained by deducting, from the total number of the Target Company's issued shares as of March 31, 2026, as stated in "Non-consolidated Financial Statements for the Fiscal Year Ended March 31, 2026 [Japanese GAAP]" announced by the Target Company on May 11, 2026 (the "Target Company's Financial Results") (62,000,000 shares), the number of treasury shares owned by the Target Company as of March 31, 2026 as stated in the Target Company's Financial Results (1,205,776 shares) and the number of the Target Company Shares owned by the Tender Offeror as of May 11, 2026 (31,853,485 shares).
(Note 3) Shares of less than one unit are also subject to the Tender Offer. If shareholders exercise their right to request that the Target Company repurchase its shares of less than one unit in accordance with the Companies Act (Act No. 86 of 2005, as amended), the Target Company may purchase such shares during the period for the purchases in the Tender Offer (the "Tender Offer Period") pursuant to the procedures under the laws and regulations.
(Note 4) The treasury shares held by the Target Company will not be purchased through the Tender Offer.
Period of Purchase
Period of the Purchase
From May 12, 2026 (Tuesday) to July 7, 2026 (Tuesday) (41 business days)
Possibility of Extension Upon Request of the Target Company Not applicable
Price of the Purchase 6,650 yen per common share
Results of the Purchase
Whether the Tender Offer was Successfully Completed
The Tender Offer was subject to the condition that, if the total number of Tendered Shares failed to meet the minimum number of shares to be purchased (8,676,100 shares), the Tender Offeror would not purchase any of the Tendered Shares. The total number of Tendered Shares (24,466,104 shares) was above the minimum number of shares to be purchased (8,676,100 shares); accordingly, the Tender Offeror will purchase all of the Tendered Shares, as stated in the public notice of commencement of the Tender Offer and the Tender Offer Statement (including the matters amended by the Amendment Statements of the Tender Offer Statement filed on June 19, 2026 and June 23, 2026).
Date of Public Notice of the Results of the Tender Offer and Newspaper in Which Public Notice will Be Made
Pursuant to Article 27-13, paragraph (1) of the Act, the Tender Offeror disclosed the results of the Tender Offer to the press at the TSE on July 8, 2026, by the means set forth in Article 9-4 of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended) and Article 30-2 of the Cabinet Office Order.
Number of Shares Purchased
Type of Shares
(i) Tenders Converted Into the Number of Shares
(ii) Purchases Converted Into the Number of Shares
Shares
24,466,104 shares
24,466,104 shares
Share Option Certificates
-
-
Bond Certificates with Share Options
-
-
Beneficiary Certificates of Share Certificates, etc. in Trust
( )
-
-
Depository Receipts for Share Certificates, etc.
( )
-
-
Total
24,466,104 shares
24,466,104 shares
(Total Number of Potential Share Certificates)
(―)
(―)
Ownership Ratio of Shares After the Purchase
Number of Voting Rights Pertaining to Shares Owned by
318,534 voting rights
(Ownership Ratio of Shares Before
the Purchase: 52.40%)
the Tender Offeror Before the Purchase
Number of Voting Rights Pertaining to Shares Owned by Specially Related Parties Before the Purchase
0 voting rights
(Ownership Ratio of Shares Before
the Purchase: 0.00%)
Number of Voting Rights Pertaining to Shares Owned by the Tender Offeror After the Purchase
563,195 voting rights
(Ownership Ratio of Shares After
the Purchase: 92.64%)
Number of Voting Rights Pertaining to Shares Owned by Specially Related Parties After the Purchase
0 voting rights
(Ownership Ratio of Shares After
the Purchase: 0.00%)
Number of Voting Rights of All Target Company Shareholders
607,466 voting rights
(Note 1) "Number of Voting Rights Pertaining to Shares Owned by Specially Related Parties Before the Purchase" and "Number of Voting Rights Pertaining to Shares Owned by Specially Related Parties After the Purchase" are the total numbers of voting rights pertaining to shares owned by each specially related party (however, among specially related parties, those who will be excluded from the specially related parties pursuant to Article 3, paragraph (2), item (i)(a) of the Cabinet Office Order in calculation of the ownership ratio of shares in each item of Article 27-2, paragraph (1) of the Act shall be excluded).
(Note 2) "Number of Voting Rights of All Target Company's Shareholders" is the total number of voting rights of all the Target Company's shareholders as of March 31, 2026, as stated in the annual securities report for the 98th term submitted by the Target Company on June 19, 2026 (the "Target Company's Securities Report") (one share unit is stated to consist of 100 shares). However, since shares in quantities of less than one unit were subject to the Tender Offer, for the purpose of calculating "Ownership Ratio of Shares After the Purchase" the number of voting rights (607,942 voting rights) pertaining to the number of shares (60,794,224 shares) obtained by deducting (a) from (b) was used as the denominator, wherein (a) is the number of treasury shares owned by the Target Company as of March 31, 2026, as stated in the Target Company's Securities Report (1,205,776 shares), and (b) is the total number of issued shares of the Target Company as of the same date, as stated in the Target Company's Securities Report (62,000,000 shares).
(Note 3) "Ownership Ratio of Shares Before the Purchase" and "Ownership Ratio of Shares After the Purchase" are rounded off to two decimal places.
Calculation When Making Purchase by the Pro Rata Method Not applicable
Method of Settlement
Name and Location of the Head Office of the Financial Instruments Business Operator, Bank, etc., That Settles the Purchase
Nomura Securities Co., Ltd. 1-13-1, Nihonbashi, Chuo-ku, Tokyo
Commencement Date of Settlement July 14, 2026 (Tuesday)
Method of Settlement
After expiration of the Tender Offer Period, a notice of purchase through the Tender Offer is mailed to the address of any person who has accepted an offer to purchase or has offered to sell shares related to the Tender Offer (a "Tendering Shareholder" or "Tendering Shareholders") (or the standing proxy in the case of shareholders (including corporate shareholders) who reside in foreign countries and do not have a tradable account with a tender offer agent) without delay.
The purchase will be made for cash. After the commencement date of settlement, the Tendering Shareholders may receive the purchase price for the Tender Offer without delay in a manner that they designate, such as by wire transfer. (Wire transfer fees may be charged.)
Post-Tender Offer Policies and Future Outlook
There is no change in the post-Tender Offer policies or the future outlook stated in the "Notice Regarding Commencement of Tender Offer for Shares of PALTAC CORPORATION (Securities Code: 8283)" released by the Tender Offeror on May 11, 2026. The Tender Offeror plans to implement a series of procedures to make the Tender Offeror the sole shareholder of the Target Company (the "Squeeze-out Procedures"). As of today, the Target Company Shares are listed on the Prime Market of the TSE. If the Squeeze-out Procedures are implemented, the Target Company Shares will be delisted following the designated procedures pursuant to the delisting standards established by the TSE. After the Target Company Shares are delisted, they cannot be traded on the Prime Market of the TSE. The future procedures will be promptly announced by the Target Company, as they are determined.
Place Where Copy of Tender Offer Report is Made Available for Inspection MEDIPAL HOLDINGS CORPORATION
(3-1-1, Kyobashi, Chuo-ku, Tokyo)
Tokyo Stock Exchange, Inc.
(2-1, Nihonbashi Kabutocho, Chuo-ku, Tokyo)
End.