Solsticia amends tender offer for Star Micronics shares

Solsticia Corporation submitted an amended statement to the Director of the Kanto Local Finance Bureau on December 8, 2025, regarding its tender offer for common shares and share options of Star Micronics Co., Ltd. This amendment follows the shortening of the waiting period for Solsticia to commence acquisition of Star Micronics common shares, effective December 6, 2025, as per Article 27, Paragraph 2 of the Foreign Exchange and Foreign Trade Act.

The amendment primarily clarifies the conditions for withdrawing the tender offer. It specifies that withdrawal may occur if certain events outlined in Article 14, Paragraph 1 of the Order for Enforcement of the Financial Instruments and Exchange Act arise. This includes scenarios where material inaccuracies are found in statutory disclosure documents or if the target company makes decisions regarding significant dividends or share buybacks.

Specifically, the withdrawal conditions detail that a dividend of surplus representing 10% or more of the net asset book value (3,665 million yen) would be considered a material hindrance. The public notice also outlines the procedure for withdrawal, involving electronic announcement and publication in the Nihon Keizai Shimbun, or alternative methods if public announcement is not feasible by the Tender Offer Period's final day.