Amended Statement of Beneficial Ownership (sc 13d/a)
08 Juni 2023 - 3:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
(Amendment No. 2)*
Under the Securities Exchange Act of 1934
SATSUMA PHARMACEUTICALS, INC.
(Name of Issuer)
Common
Stock, par value $0.0001 per share
(Title of Class of Securities)
80405P107
(CUSIP Number)
Shinji Nitanda
Shin Nippon Biomedical Laboratories, Ltd.
2438 Miyanoura-cho, Kagoshima-shi, Kagoshima 891-1394, Japan
Telephone:
+81-(0)99-294-2600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 8, 2023
(Date
of Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box: ☐
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 80405P107
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1 |
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NAME OF REPORTING PERSONS
Shin Nippon Biomedical Laboratories, Ltd. |
2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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SOURCE OF FUNDS
OO |
5 |
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Japan |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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7 |
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SOLE VOTING POWER
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8 |
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SHARED VOTING POWER
1,000 |
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9 |
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SOLE DISPOSITIVE POWER
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10 |
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SHARED DISPOSITIVE POWER
1,000 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000 |
12 |
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
13 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 100% (1) |
14 |
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TYPE OF REPORTING
PERSON CO |
(1) |
The percentage calculation is based on 1,000 shares of Common Stock outstanding as of June 8, 2023 ).
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CUSIP No. 80405P107
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1 |
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NAME OF REPORTING PERSONS
SNBL U.S.A., Ltd. |
2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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SOURCE OF FUNDS
WC |
5 |
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Washington |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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7 |
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SOLE VOTING POWER
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8 |
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SHARED VOTING POWER
0 |
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9 |
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SOLE DISPOSITIVE POWER
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10 |
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SHARED DISPOSITIVE POWER
0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
12 |
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
13 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 0% |
14 |
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TYPE OF REPORTING
PERSON CO |
CUSIP No. 80405P107
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1 |
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NAME OF REPORTING PERSONS
SNBL23 Merger Sub, Inc. |
2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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SOURCE OF FUNDS
OO |
5 |
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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7 |
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SOLE VOTING POWER
0 |
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8 |
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SHARED VOTING POWER
0 |
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9 |
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SOLE DISPOSITIVE POWER
0 |
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10 |
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SHARED DISPOSITIVE POWER
0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
12 |
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
13 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 0% |
14 |
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TYPE OF REPORTING
PERSON CO |
CUSIP No. 80405P107
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1 |
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NAME OF REPORTING PERSONS
Ken Takanashi |
2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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SOURCE OF FUNDS
AF |
5 |
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Not
applicable |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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7 |
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SOLE VOTING POWER
0 |
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8 |
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SHARED VOTING POWER
1,000 |
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9 |
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SOLE DISPOSITIVE POWER
0 |
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10 |
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SHARED DISPOSITIVE POWER
1,000 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000 |
12 |
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
13 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 100% |
14 |
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TYPE OF REPORTING
PERSON IN |
Explanatory Note
This Amendment No. 2 (the Amendment No. 2) amends and supplements the initial Statement of Beneficial Ownership on Schedule 13D, as filed
with the Securities and Exchange Commission (the SEC) on February 26, 2021 (the Schedule 13D) with respect to shares of common stock, $0.0001 par value per share (Common Stock) of Satsuma Pharmaceuticals,
Inc., a Delaware corporation (Satsuma or the Issuer) as amended by Amendment No. 1 as filed with the SEC on April 17, 2023. Shin Nippon Biomedical Laboratories, Ltd. (Parent) and SNBL23 Merger Sub, Inc.
(the Purchaser) are together referred to herein as the Merger Reporting Persons, and the Merger Reporting Persons and SNBL U.S.A., Ltd. (SNBL USA) are together referred to herein as the Reporting
Persons. Except as specifically amended and supplemented by this Amendment No. 2, the Schedule 13D remains in full force and effect.
On
June 8, 2022, the Merger Reporting Persons and Satsuma Pharmaceuticals, Inc. (Satsuma) consummated the transactions contemplated by that certain Agreement and Plan of Merger, dated April 16, 2023, by and among the Merger
Reporting Parties and Satsuma (as amended, restated, supplemented or otherwise modified from time to time, the Merger Agreement). Pursuant to the terms of the Merger Agreement, Purchaser merged with and into Satsuma (the
Merger), with Satsuma continuing as the surviving corporation and a wholly owned subsidiary of Parent.
Pursuant to the Merger Agreement,
Parent and Purchaser conducted a tender offer (the Offer) for any and all of the outstanding shares of Common Stock, other than shares of Common Stock owned by Parent and its affiliates, at a price of $0.91 per Share, net to the seller
in cash, without interest thereon and less any applicable withholding taxes plus one non-transferable contractual contingent value right per share (the Offer Price). The Offer expired at midnight
eastern time, on June 5, 2023 (the Expiration Time). American Stock Transfer & Trust Company, LLC, in its capacity as depositary for the Offer advised SNBL and Purchaser that, as of the Expiration Time, a total of
21,979,704 shares of Common Stock were validly tendered and not validly withdrawn pursuant to the Offer, which represented approximately 66.0618% of the shares of Common Stock outstanding as of the Expiration Time. In addition, notices of guaranteed
delivery were delivered for 78,376 shares of Common Stock, representing approximately 0.2356% of the shares of Common Stock outstanding as of the Expiration Time.
As of the Expiration Time, the number of shares of Common Stock validly tendered and not validly withdrawn
pursuant to the Offer satisfied the minimum tender condition to the Offer and all other conditions to the Offer were satisfied or waived. Promptly after the Expiration Time, Purchaser irrevocably accepted for payment, and expects to promptly pay
for, all shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer. As a result of its acceptance of the shares of Common Stock tendered in the Offer (together with the shares of Common Stock owned by SNBL and its
wholly owned subsidiaries prior to the commencement of the Offer), Purchaser acquired sufficient shares of Common Stock to complete the Merger without the affirmative vote of the stockholders of Satsuma pursuant to Section 251(h) of the General
Corporation Law of the State of Delaware (the DGCL).
Item 4. Purpose of Transaction.
Item 4 in Schedule 13D is hereby supplemented as follows:
On
June 8, 2023, pursuant to the terms of the Merger Agreement, Purchaser merged with and into Satsuma, with Satsuma continuing as the surviving corporation and a wholly owned subsidiary of SNBL.
Concurrently with the consummation of the Merger (the Effective Time), each share of Common Stock issued and outstanding immediately prior to the
Effective Time, not including any shares of Common Stock (i) owned or held in the treasury of Satsuma, (ii) owned by SNBL and Purchaser or (iii) owned by stockholders who are entitled to appraisal rights under the DGCL and who have
complied with all provisions thereof concerning the exercise of such appraisal rights, were automatically converted into the right to receive an amount in cash equal to the Offer Price, subject to reduction for any applicable withholding taxes and
without interest.
At the Effective Time, the 1000 shares of common stock, par value $0.001 per share of Purchaser that were issued and outstanding
immediately prior to the Effective Time were automatically converted into 1000 shares of common stock, par value $0.01 per share of Satsuma.
Promptly
following the Effective Time, Satsuma shall cause the shares of Common Stock to be delisted from the Nasdaq Global Market and deregistered under the Securities Exchange Act of 1934, as amended.
Item 5. Interest in the Securities of the Issuer.
Item 5 in Schedule 13D is hereby supplemented as follows:
(a)-(b) The beneficial ownership percentages described in this Amendment No. 2 are based on a total of 1000 shares of common stock, par value
$0.001 per share of Satsuma outstanding as of June 8, 2023.
The information contained on the cover pages to this Amendment No. 2 is
incorporated herein by reference. The shares of common stock reported on this Amendment No. 2 are directly held by SNBL. The total issued and outstanding shares of common stock held by SNBL comprises 100% of the issued and outstanding shares of
common stock of Satsuma.
Except for the shares of common stock of Satsuma owned by SNBL, none of the Reporting Persons or, to the knowledge of the
Reporting Persons, any of the other persons listed on Schedule I hereto beneficially owns any other securities of Satsuma.
(c) Except for the
Merger Agreement and the transactions described in this Amendment No. 2, neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any person listed on Schedule I hereto, have effected any transactions in the shares of
common stock of Satsuma during the past 60 days.
(d) To the knowledge of the Reporting Persons, no other person has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Amendment No. 2.
(e) Not
applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer.
Item 6 in the Schedule 13D is hereby supplemented as follows:
The information set forth under Item 3, Item 4 and Item 5 and the agreements set forth on the Exhibits attached hereto are incorporated into this Item 6 by
reference.
Item 7. Material to be Filed as Exhibits.
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Exhibit No. |
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Description |
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Exhibit 20 |
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Form of Press Release (incorporated by reference to Exhibit (a)(5)(iv) to the Schedule TO/A No. 2 filed by SNBL and Purchaser with the SEC on June 8, 2023). |
SIGNATURES
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned, severally and not jointly, certifies
that the information set forth in this statement is true, complete and correct.
Dated: June 8, 2023
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/s/ Ken Takanashi |
Ken Takanashi |
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Shin Nippon Biomedical Laboratories, Ltd. |
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By: |
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/s/ Ken Takanashi |
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Name: |
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Ken Takanashi |
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Title: |
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Senior Executive Vice President |
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SNBL USA, Ltd. |
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By: |
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/s/ Ken Takanashi |
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Name: |
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Ken Takanashi |
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Title: |
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Director, President |
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SNBL23 Merger Sub, Inc. |
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By: |
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/s/ Shinji Nitanda |
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Name: |
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Shinji Nitanda |
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Title: |
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Secretary |
SCHEDULE I
The following information is set forth below with respect to each executive officer and director of the Purchaser: name, business address, position with the
Purchaser and present principal occupation or employment and, for persons not employed by the Purchaser, the name, principal business and address of any corporation or other organization in which such employment is conducted.
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Name |
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Business Address |
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Position with Reporting
Person |
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Present Principal Occupation or
Employment |
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Citizenship |
Directors |
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Ryoichi Nagata |
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(1) |
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Director |
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Representative Chairman, CEO and President |
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Japan |
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Ken Takanashi |
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(2) |
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Director |
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Senior Executive Vice President |
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Japan |
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Shuichi Kanazashi |
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(2) |
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Director |
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CMO, Managing Executive Officer, and TR Company President |
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Japan |
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Shunji Haruta |
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(1) |
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Director |
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Officer, TR Company Vice President Head of TR
Business Division |
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Japan |
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Akihisa Mori |
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(2) |
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Director |
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Director of SNLD, Ltd. |
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Japan |
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Executive Officers |
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Ryoichi Nagata |
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(1) |
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President |
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Representative Chairman, CEO and President |
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Japan |
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Shinji Nitanda |
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(1) |
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Secretary |
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Senior Vice President |
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Japan |
(1) |
2438 Miyanoura-cho, Kagoshima-shi, Kagoshima 891-1394, Japan. |
(2) |
St. Lukes Tower 28F 8-1 Akashi-cho, Chuo-ku, Tokyo 104-0044, Japan |
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