GCA : (Amendments) Announcement of Partial Amendments to “Announcement of Option to Endorse Tender Offer for Our Shares, Etc. by Houlihan Lokey, Inc."

(Amendments) Announcement of Partial Amendments to "Announcement of Opinion to Endorse

Tender Offer for Our Shares, Etc. by Houlihan Lokey, Inc. and

Recommendation for Our Shareholders to Tender Their Shares in Tender Offer"

Tokyo, Japan, September 9, 2021 － Leading international M&A advisory firm GCA Corporation (TSE:2174) (the "Company") hereby announces that, at a meeting of its board of directors held today, the Company resolved to maintain its endorsement of the tender offer (the "Tender Offer") by Houlihan Lokey, Inc. (the "Offeror") for the Company's common shares (the "Shares") and the Stock Options (as defined in "2. Purchase Price" of the "Announcement of Opinion to Endorse Tender Offer for Our Shares, Etc. by Houlihan Lokey, Inc. and Recommendation for Our Shareholders to Tender Their Shares in Tender Offer" dated August 3, 2021 (the "August 3 Press Release"); hereinafter the same) and its recommendation that our shareholders and holders of the Stock Options (the "Stock Options Holders") tender their shares and Stock Options in the Tender Offer, which was announced in the August 3 Press Release. In addition, in connection with such resolution, the Company hereby announces that there were some matters stated in the August 3 Press Release that should be updated as follows.

On August 3, 2021, the Offeror decided to implement the Tender Offer as part of the transactions for the purpose of acquiring all of the issued Shares (excluding treasury stock held by the Company) of common stock of the Company (including the Shares to be delivered upon exercise of the Stock Options) listed on the First Section of the Tokyo Stock Exchange Inc. (the "TSE") and all of the Stock Options, and making the Company a wholly owned subsidiary of the Offeror (the "Transactions"), and commenced the Tender Offer on August 4, 2021. As announced in the August 3 Press Release, the Company resolved at a meeting of its board of directors held on August 3, 2021 to endorse the Tender Offer and to recommend that our shareholders and the Stock Options Holders tender their shares and Stock Options in the Tender Offer, on the understanding that the Offeror intends to make the Company a wholly-owned subsidiary of the Offeror through the Tender Offer and a series of subsequent procedures and that the Shares were scheduled to be delisted.

Thereafter, on August 26, 2021, the Company recognized the possibility of a further upward revision of its consolidated earnings forecast for the current fiscal year from the level announced in the "FY2021 Upward Revised Earnings Forecast" dated August 3, 2021, mainly due to the fact that, as separately announced today in the "FY2021 Upward Revised Earnings Forecast" ("September 9 Press Release for Upward Revised Earnings Forecast") (i) the merger and acquisitions (M&A) advisory business is experiencing unprecedented activity levels (which the board of directors do not expect to continue), with the resulting upward pressure on the pricing of M&A advisory services, and (ii) several large projects, which the Company, at the time of its statement of its opinion regarding the Tender Offer on August 3, 2021, regarded as low probability have since been signed/concluded or the probability of success has increased and, therefore, the resultant probability of recording earnings from these large projects during FY2021 has increased. Based on the possibility of upward revision of the consolidated earnings forecast, which was the premise of the negotiations of the TOB Price (as defined in "2. Purchase Price" of the August 3 Press Release; hereinafter the same) and the Stock Option TOB Price (as defined in "2. Purchase Price" of the August 3 Press Release; hereinafter the same) conducted prior to the announcement of the Tender Offer on August 3, 2021, on September 1, 2021, the Company explained the possibility of upward revision of such earnings forecast to the Offeror and requested that, in the event of such upward revisions of its earnings forecast, the Offeror increase the TOB Price, and increase the Stock Option TOB Price

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(equal the difference between the increased TOB Price and the exercise price per share, such difference to be multiplied by the number of shares issuable upon exercise of each stock option), in order to reflect in the TOB Price the likely increase in net income/cash as a result of the upward revision to the Company's earnings forecast, compared to the previous earning forecast for the current fiscal year announced on August 3, 2021 that was assumed at the time of the announcement of the Tender Offer, for the purposes of determining the TOB Price. Subsequently, on September 4, 2021, the Company proposed to the Offeror to increase the TOB Price from JPY1,380 to JPY1,398, and to increase the Stock Option TOB Price to equal the amount obtained by multiplying the difference between the TOB Price (after such increase) (JPY1,398) and the exercise price per share by the number of shares issuable upon exercise of each stock option, based on a close examination of the projected earnings figures, and based on the Company's and the Offeror's shared view that the increased TOB Price and Stock Option TOB price would provide the holders of the Company's shares and Stock Options with the benefit of the Company's financial performance during the current fiscal year, on September 9, 2021, the Offeror replied to the Company that it would accept the Company's said proposal. Then, based on the authorization by resolutions of its board of directors at a meeting held on September 5, 2021, the Offeror made a determination on September 9, 2021 to increase the TOB Price to JPY1,398, and to increase the Stock Option TOB Price to equal the amount obtained by multiplying the difference between the TOB Price (after such increase) (JPY1,398) and the exercise price per share by the number of shares issuable upon exercise of each stock option (the "Revision of TOB Terms"). In addition, in parallel with the negotiations with the Offeror, on September 2, 2021, the Company requested Plutus Consulting Co., Ltd. ("Plutus"), the Company's third-party appraiser, to examine if the Fairness Opinion (as defined in "3. Contents, Basis and Reasons of Opinion Concerning Tender Offer" of the August 3 Press Release; the same applies below) dated August 2, 2021 could be maintained as to whether the Transaction Price (as defined in "3. Contents, Basis and Reasons of Opinion Concerning Tender Offer" of the August 3 Press Release; the same applies below) after the Revision of TOB Terms was reasonable and not disadvantageous from a financial point of view to the Company's minority shareholders, and thereafter on September 8, 2021, the Company received an opinion to the effect that it is possible to maintain the Fairness Opinion dated August 2, 2021 with respect to the Transaction Price after the Revision of TOB Terms. The upward revision to earnings forecast announced by the September 9 Press Release for Upward Revised Earnings Forecast is based on the Company's management's judgement based on the assumptions and outlook for the future available at present, including a review of the probability of success of the current pipeline of projects, in line with previous business forecasts, and subject to a certain degree of risk and uncertainty. Actual results may vary in the future due to a variety of factors, including the timing of revenue and expense recognition depending on the progress of M&A projects, tax estimates at global locations, and fluctuations in exchange rates.

In light of the circumstances described above, at a meeting of its board of directors held today, the Company again carefully discussed and deliberated whether or not the Transactions including the Tender Offer would contribute to the enhancement of the corporate value of the Company and whether or not the terms and conditions of the Transactions including the TOB Price are appropriate, taking into consideration legal advice from Morrison & Foerster Law Offices, as its legal advisor, advice from a financial point of view from Mitsubishi UFJ Morgan Stanley Securities, as its financial advisor, the opinion received from Plutus, the Company's third-party appraiser, stating that the it is possible to maintain the Fairness Opinion dated August 2, 2021 with respect to the Transaction Price after the Revision of TOB Terms, and the process of negotiations with the Offeror and the contents of the responses from the Offeror. As a result, the Company resolved to maintain its opinion to endorse the Tender Offer and its opinion to recommend our shareholders and the Stock Options Holders to tender their shares and Stock Options in the Tender Offer, which was announced in the August 3 Press Release, because the Company has not changed its conclusion that becoming a wholly-owned subsidiary of the Offeror is expected to create synergies and contribute to the enhancement of the corporate value of the Company and for the reasons, among others,

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that the TOB Price (after the Revision of TOB Terms) is a reasonable price, reflecting into the TOB Price (before the Revision of TOB Terms) the amount of JPY18 (which is rounded to the nearest decimal place) which is obtained by dividing (i) the likely increase in net income of JPY900 million for the current fiscal year, which is expected to increase as a result of the upward revision to the Company's earnings forecast, compared to the previous earning forecast for the current fiscal year announced on August 3, 2021 that was assumed at the time of the announcement of the Tender Offer, for the purposes of determining the TOB Price (prior to the Revision of TOB Terms) by (ii) the Total Number of Shares After Taking Potential Shares of the Company Into Consideration (as defined in "3. Contents, Basis and Reasons of Opinion Concerning Tender Offer" of the August 3 Press Release) subject to the Tender Offer (49,382,808 shares), and would provide the holders of the Company's shares and Stock Options with the benefit of the Company's financial performance during the current fiscal year and that the outlook of the Company's business for the next fiscal year and beyond remains unchanged from the time when the Company expressed its opinion regarding the Tender Offer on August 3, 2021, and, therefore, the Company determined that the TOB Price and the Stock Option TOB Price (after the Revision of TOB Terms), which is calculated based on the difference between the TOB Price and the exercise price per share of the Shares for each Stock Option multiplied by the number of the Shares to be acquired upon exercise of each Stock Option, are appropriate and the Tender Offer continues to provide our shareholders and the Stock Options Holders with a reasonable opportunity to sell the Shares and the Stock Options.

Contents of Amendments:

(Amended parts are underlined.)

2. Purchase Price

【Before Amendment】

1. JPY1,380per share of common stock (the "TOB Price")
2. Stock Options (the stock options set out in (I) through (VIII) below shall be hereinafter collectively the "Stock Options"; the price for purchase, etc. in the Tender Offer per Stock Option shall be hereinafter collectively the "Stock Option TOB Price")
3. 1. JPY155per one unit of Series 7 Stock Options issued based on the resolution at the Board Meeting on May 1, 2013 (the "Series 7 Stock Options") (Exercise Period: From April 1, 2014 to March 31, 2023)

1. JPY155per one unit of Series 8 Stock Options issued based on the resolution at the Board Meeting of May 1, 2013 (the "Series 8 Stock Options") (Exercise Period: From April 1, 2014 to March 31, 2023)

1. JPY565per one unit of Series 9 Stock Options issued based on the resolution at the Board Meeting on February 20, 2014 (the "Series 9 Stock Options") (Exercise Period: From April 1, 2015 to March 31, 2024)

(IV) JPY532per one unit of Series 10 Stock Options issued based on the resolution at the Board Meeting of February 20, 2014 (the "Series 10 Stock Options") (Exercise Period: From April 1, 2015 to March 31, 2024)

1. JPY137,900per one unit of RSU-1 Stock Options issued based on the resolution at the Board Meeting on February 23, 2016 (the "RSU-1 Stock Options") (Exercise Period: From February 23, 2017 to March 8, 2026)

(VI) JPY137,900per one unit of RSU-3 Stock Options issued based on the resolution at the Board Meeting on September 23, 2016 (the "RSU-3 Stock Options") (Exercise Period:

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From February 23, 2017 to March 8, 2026)

(VII) JPY1,379per one unit of RSU-4 Stock Options issued based on the resolution at the Board Meeting on May 12, 2017 (the "RSU-4 Stock Options") (Exercise Period: From February 23, 2018 to March 8, 2027)

(VIII) JPY1,379per one unit of RSU-5 Stock Options issued based on the resolution at the Board Meeting on June 18, 2018 (the "RSU-5 Stock Options") (Exercise Period: From February 23, 2019 to March 8, 2028)

【After Amendment】

1. JPY1,398per share of common stock (the "TOB Price")
2. Stock Options (the stock options set out in (I) through (VIII) below shall be hereinafter collectively the "Stock Options"; the price for purchase, etc. in the Tender Offer per Stock Option shall be hereinafter collectively the "Stock Option TOB Price")
3. 1. JPY173per one unit of Series 7 Stock Options issued based on the resolution at the Board Meeting on May 1, 2013 (the "Series 7 Stock Options") (Exercise Period: From April 1,

2014 to March 31, 2023)

1. JPY173per one unit of Series 8 Stock Options issued based on the resolution at the Board Meeting of May 1, 2013 (the "Series 8 Stock Options") (Exercise Period: From April 1,

2014 to March 31, 2023)

1. JPY583per one unit of Series 9 Stock Options issued based on the resolution at the Board Meeting on February 20, 2014 (the "Series 9 Stock Options") (Exercise Period: From April

1, 2015 to March 31, 2024)

(IV) JPY550per one unit of Series 10 Stock Options issued based on the resolution at the Board Meeting of February 20, 2014 (the "Series 10 Stock Options") (Exercise Period: From April 1, 2015 to March 31, 2024)

1. JPY139,700per one unit of RSU-1 Stock Options issued based on the resolution at the Board Meeting on February 23, 2016 (the "RSU-1 Stock Options") (Exercise Period: From

3. Contents, Basis and Reasons of Opinion Concerning Tender Offer

1. Contents of Opinion Concerning Tender Offer 【Before Amendment】

At a meeting of the Board of Directors held today, the Company resolved to express its opinion to endorse the Tender Offer and to recommend that the Company's shareholders and the Stock Options Holders tender their shares or stock options in the Tender Offer, based on the grounds and reasons stated in "(2) Basis and Reasons for Opinion Concerning Tender Offer" below.

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Please note that the above-mentioned resolution at the Board of Directors meeting was adopted by the method set out in "(IV) Approval of All Company Directors (Including Audit Committee Members) Not Having a Conflict of Interest" in "(6) Measures for Ensuring the Fairness of the TOB Price, Measures for Avoiding Conflicts of Interest and Other Measures to Ensure Fairness in the Tender Offer" below.

【After Amendment】

At a meeting of the Board of Directors held on August 3, 2021, the Company resolved to express its opinion to endorse the Tender Offer and to recommend that the Company's shareholders and the Stock Options Holders tender their shares or stock options in the Tender Offer, based on the grounds and reasons stated in "(2) Basis and Reasons for Opinion Concerning Tender Offer" below.

In addition, at a meeting of the Board of Directors held today, the Company resolved to maintain its opinion to endorse the Tender Offer and its opinion to recommend the Stock Options Holders to tender their Stock Options in the Tender Offer, which was resolved at the above-mentioned meeting of the Board of Directors held on August 3, based on the grounds and reasons stated in "(2) Basis and Reasons for Opinion Concerning Tender Offer" below.

Please note that each ofthe above-mentioned resolutionsat the Board of Directors meeting was adopted by the method set out in "(IV) Approval of All Company Directors (Including Audit Committee Members) Not Having a Conflict of Interest" in "(6) Measures for Ensuring the Fairness of the TOB Price, Measures for Avoiding Conflicts of Interest and Other Measures to Ensure Fairness in the Tender Offer" below.

(2) Basis and Reasons for Opinion Concerning Tender Offer

Of the following statements, those regarding the Offeror are based on the explanations received from the Offeror.

(I) Overview of the Tender Offer

【Before Amendment】

The Offeror decided to implement the Tender Offer as part of the transactions for the purpose of acquiring all of the issued Shares (excluding treasury stock held by the Company) of common stock of the Company (including the Shares to be delivered upon exercise of the Stock Options) listed on the First Section of the Tokyo Stock Exchange Inc. (the "TSE") and all of the Stock Options, and making the Company a wholly owned subsidiary of the Offeror (the "Transactions"). As of today, the Offeror does not own any Shares.

(Note 2) The "ownership ratio" herein means the ratio (rounded to two decimal places) of shareholding in relation to the number (49,382,808 shares) (the "Total Number of Shares After Taking Potential Shares of the Company Into Consideration") obtained by deducting (i) the number of shares issuable (1,254,048 shares) upon exercise of the Stock Options that the Company resolved to cancel at the Board of Directors meeting held today(1,203,609 units) from (ii) the number of shares of the Company (50,636,856 shares) ("Total Number of Shares After Taking Potential Shares of the Company Into Consideration") obtained by adding (x) the number of total outstanding common shares of the Company as of June 30, 2021 (44,755,153 shares) described in the

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