Idemitsu Kosan Co.,Ltd. (TSE:5019) made an offer to acquire the remaining 49.88% stake in TOA Oil Co., Ltd. (TSE:5008) from group of shareholders for ¥19.54 billion on August 4, 2022. Idemitsu Kosan Co.,Ltd. will acquire 6.2 million shares at ¥3,150 each. Idemitsu Kosan Co currently holds 50.2 % stake in TOA and post completion, TOA will become wholly owned subsidiary of Idemits & plans to delist TOA Oil Co from the Tokyo Stock Exchange. TOA have signed Letter of intent & Tendering agreement with Cornwall Capital Management, LP to tender his entire stake as part of the transaction on August 29, 2022 & September 30, 2022 respectively. TOA Oil board of directors held meeting on September 30, 2022, the Target Company resolved to express its opinion to support the Tender Offer and to recommend that the Target Company shareholders tender their shares in the Tender Offer. Approval of All Directors (Including Those Who are Audit and Supervisory Committee Members) was received. With respect to the Tender Offer, the Tender Offeror has set a minimum planned purchase quantity of 2,058,375 shares (ownership ratio: 16.55%). If, upon completion of the Tender Offer, the Tender Offeror holds 90% or more of the Target Company then Idemitsu will demand for sale & go for Squeeze out. The tender offer will commence on October 3, 2022, and close on November 15, 2022. Settlement will take place on November 22, 2022

Nishimura & Asahi as its legal advisor & Goldman Sachs as its financial advisor to Idemitsu Kosan Co. Anderson Mori & Tomotsune LPC is acting as a legal advisor & Nomura Securities as its financial & fairness opinion provider advisor to Toa Oil. Daiwa Securities Co acted as tender offer agent in transaction. Simpson Thacher & Bartlett LLP acted as legal advisor to Idemitsu Kosan Co.,Ltd.