U.S. securities laws regulate tender offers for securities of Japanese companies registered in the United States, as well as tender offers for securities of Japanese companies that are not registered if the offers have relevant connections to the United States. This memorandum discusses U.S. securities law considerations relevant to an all-cash tender offer (a “tender offer”) by a Japanese company (the “bidder”) for the common stock of another Japanese company (the “target”), where the target is not a U.S. registered company and at least some of the target’s common stock is held by residents of the United States (“U.S. holders”). For purposes of this memorandum, we assume that the tender offer is not unsolicited; i.e., the target will agree to the bidder’s tender offer. We also assume that the bidder and target qualify as “foreign private issuers”.