I. TOKYO HIGH COURT’S DECISION
CERTAIN OF minority holders of shares (the “Shares”) of a classified stock whose holder is required to sell all of his/her Shares upon demand by the relevant issuer, i.e., Rex Holdings Co., Ltd. (“Former Rex”), a Japanese corporation, filed a petition for a decision on a price (the “Price”) of a Share, in connection with a squeeze-out, which was conducted, by means of using such classified stock, on the occasion of Former Rex’s management buyout (the “MBO”).
Former Rex was acquired by a company (“Current Rex”) previously called AP8 Co., Ltd. (“AP8″) and currently called Rex Holdings Co., Ltd., on September 1, 2007. The Tokyo District Court (the “Court”) issued a decision (the “High Court’s Decision”) on September 12, 2008 (1301 Kinyu-Shoji-Hanrei 28) in respect of such petition. The following are the most significant points of the High Court’s Decision: