RS Company Ltd. ("RS"), an affiliate of Oasis Management Company Ltd., announces today that it has transferred all shares of Rays Company (Hong Kong) Limited ("Rays"), which is wholly owned by RS and holds 63.88% of the shares of Raysum Co., Ltd. ("Raysum"), to Hulic Co., Ltd. ("Hulic"). Additionally, RS has transferred its loan receivables and dividend payment claims against Rays to Hulic in exchange for cash consideration.

Oasis Management Company Ltd. and RS (collectively referred to as "Oasis" or "we") acquired 64.21% of Raysum’s shares through a public tender offer commenced by Rays in September 2022 (the “Acquisition"). Following the Acquisition, Oasis assigned two directors to Raysum and actively engaged in discussions with their management team. Through dialogue and collaboration with Raysum's management team, Oasis has supported the strengthening of Raysum’s business model while maintaining its continuity. In particular, Oasis has supported Raysum's management by enhancing fundraising capabilities through dialogues with domestic and international financial institutions and investors, improving IR materials, and optimizing capital allocation. We believe that these efforts significantly contributed to increasing Raysum’s corporate value.

For the fiscal year ending March 2024, Raysum's operating profit is approximately 22.8 billion Yen, doubling from the 11.4 billion Yen operating profit reported for the fiscal year ending March 2022. The total shareholder return (“TSR”) from the day prior to the initiation of our public tender offer in 2022 to the present has been approximately +300% over approximately two years, substantially outperforming the TOPIX Index's +48% and the TOPIX Real Estate Index's +30% during the same period (September 20, 2022 to November 6, 2024)¹.

Although we are proud to have made contributions to improvements in Raysum’s corporate value, we believe that, to further enhance corporate value from a mid- to long-term perspective, it is beneficial for Raysum to have shareholders who can create additional synergies with its business. Therefore, we have come to the conclusion that there may be more optimal shareholders than ourselves who can contribute to this objective. From this perspective, among several potential buyers that we believe could contribute to further enhancing Raysum's corporate value, Hulic, one of Japan’s largest real estate companies, stands out. Hulic not only recognizes Raysum's potential to transform its real estate assets, but also has the financial strength, creditworthiness, and sourcing capabilities that make it the most suitable shareholder for Raysum from a broad range of perspectives. Oasis is confident that Hulic's acquisition will not only further enhance Raysum's corporate value, but also catalyze real estate regeneration in Japan, where many properties with latent value remain underutilized. This, in turn, will contribute to the broader benefit of Japanese society.

Oasis’s engagement activities in Japan are characterized by a focus on enhancing long-term corporate value through dialogue with the management teams of investee companies, rather than pursuing short-term profits. This approach reflects our commitment and aspiration to achieving sustainable, mid- to long-term value improvements. We strongly believe that this investment embodies that commitment.

Oasis will continue to pursue investments, including those involving the acquisition of a partial or controlling stake of issued shares of the investee company, through dialogue with the management teams of the investee company. Our goal is to ensure that all forms of investment benefit all stakeholders involved.

¹Raysum’s TSR is calculated as follows: last price per share as of September 20, 2020 to be the denominator and the sum of dividend amounts during the period and the selling price per share of 5,913 to be the numerator. The TSR of TOPIX Index and TOPIX Real Estate Index are taken from Bloomberg.

About Oasis

Oasis Management Company Ltd. manages private investment funds focused on opportunities in a wide array of asset classes across countries and sectors. Oasis was founded in 2002 by Seth Fischer, who leads the firm as its Chief Investment Officer. More information about Oasis is available at https://oasiscm.com. Oasis has adopted the Japan FSA’s “Principles for Responsible Institutional Investors” (a/k/a Japan Stewardship Code) and in line with those principles, Oasis monitors and engages with our investee companies.

Disclaimer

This press release is not intended to solicit or seek shareholders’ agreements to jointly exercise voting rights with Oasis. Shareholders that have an agreement to jointly exercise their voting rights are regarded as Joint Holders under the Japanese large shareholding disclosure rules and they must file notification of their aggregate share ownership with the relevant Japanese authority for public disclosure under the Financial Instruments and Exchange Act. Oasis does not intend to be subjected to such notification requirements. The press release exclusively represents the opinions, interpretations, and estimates of Oasis.

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