Hogy Medical Co Ltd Tender Offer

LEI: 213800JOFEGZJYS21P75

Nippon Active Value Fund plc

Hogy Medical Tender Offer

Successful portfolio company actions

Nippon Active Value Fund plc ("NAVF"), targeting attractive returns by active engagement with undervalued Japanese equities, is delighted to today announce that TCG2509 K.K. (the "Offering Vehicle"), an entity which is indirectly owned by CJP V HC Holdings VII, L.P., a fund sponsored and managed by Carlyle, has announced the launch of a tender offer for the shares in Hogy Medical Co., Ltd. ("Hogy Medical") (the "Tender Offer") as a part of the transaction where the Offering Vehicle is proposing to acquire all of the shares in Hogy Medical and takes it private (the "Transaction").

NAVF, acting on the recommendation of its investment adviser, Rising Sun Management Limited, and certain co-investors in Hogy Medical (Dalton Investments, Inc. and NAVF Select LLC, the "Co-Investors") have agreed to tender all of their existing holdings in Hogy Medical in the Tender Offer, representing 27.58% of Hogy Medical's issued share capital. NAVF's own holding in Hogy Medical amounts to 8.58% of Hogy Medical's issued share capital. 

Hogy Medical is expected to be delisted from the Tokyo Stock Exchange following the completion of the Transaction.

NAVF is pleased that subject to the completion of the squeeze out of minority shareholders of Hogy Medical subsequent to the Tender Offer, NAVF and the Co-Investors have agreed with the Offering Vehicle that NAVF and the Co-Investors will reinvest an amount of their tender offer proceeds for LP interests in a limited partnership to be formed by Carlyle, which amounts to, indirectly, a total of up to 20% of the economic interest in CJP V HC Holdings VII, L.P. (the "Reinvestment"). The precise terms of the Reinvestment are subject to good faith discussions between NAVF, the Co-Investors and the Offering Vehicle.

NAVF's holding in Hogy Medical was valued at £55.2m, representing 13.0% of the net asset value of NAVF, as at 30 November 2025. The Tender Offer Price represents a value of approximately £62.4m for NAVF's entire holding, based on the Bloomberg foreign exchange rate as at 17 December 2025.

Furthermore, pursuant to the reinvestment agreement, NAVF and the Co-Investors will have a right to nominate a director of the holding company of the Offering Vehicle. 

As part of its investment mandate, NAVF is permitted to hold up to 10% of NAV in unlisted investments. The Reinvestment will be well within this limit.

NAVF believes that Hogy Medical has a bright future under its new ownership, a future in which NAVF is pleased to continue its participation.

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About NAVF

Nippon Active Value Fund ("NAVF") is an Investment Trust listed on the Main Market of the London Stock Exchange. The investment advisor of NAVF is Rising Sun Management Limited. NAVF is targeting attractive levels of capital growth for shareholders from the active management of a focused portfolio of (predominantly) quoted Japanese equity investments. Rising Sun Management Limited, with its local presence in Tokyo, targets companies which are attractive, undervalued and have a substantial proportion of their market capitalisation held in cash and/or listed securities and/or realisable assets.