Announcement of Tender Offer for Shares of SUNNY SIDE UP GROUP Inc.

Akatsuki Inc. has initiated a tender offer to acquire all outstanding shares and share acquisition rights of SUNNY SIDE UP GROUP Inc. (SSUG) with the ultimate objective of taking the company private. By transitioning SSUG into a wholly-owned subsidiary through a tender offer followed by a squeeze-out process, Akatsuki aims to eliminate the operational and confidentiality constraints inherent in a public listing. This integration is designed to facilitate long-term strategic investments, enable agile decision-making, and foster the seamless sharing of data, technology, and personnel. The primary thesis centers on creating a synergistic business model that combines Akatsuki’s digital, AI, and global expansion expertise with SSUG’s established strengths in real-world PR, branding, and merchandising.

The transaction is valued at approximately 13.9 billion yen, with a final tender offer price of 1,320 yen per share. This price was established following rigorous arm's-length negotiations overseen by an independent Special Committee, which ensured the valuation exceeded historical market averages and fell within the range of independent Discounted Cash Flow (DCF) analyses. To protect minority shareholder interests, the process included the appointment of independent financial and legal advisors and the exclusion of conflicted directors from deliberations. The offer represents a significant premium over historical trading prices, and the Board of Directors has unanimously recommended the proposal as a fair and value-enhancing move for the company.

The scope of this acquisition covers the Japanese market, with the tender offer period scheduled from May 14 to June 24, 2026. The agreement includes binding commitments from major shareholders to tender their stakes and outlines a clear path toward delisting from the Tokyo Stock Exchange. Following the acquisition, the companies plan to maintain existing management conditions while rebranding the parent entity as SUNNYS HOLDINGS Inc. to reflect the new integrated corporate structure.