Announcement of Commencement of the Tender Offer for Shares in YOSHIMOTO KOGYO CO., LTD.

TOKYO-(Business Wire)-September 11, 2009 - Quantum Entertainment Corporation (the “Company” or the “Offeror”) announces that it has decided to acquire shares in YOSHIMOTO KOGYO CO., LTD. (Code Number: 9665, Tokyo Stock Exchange and Osaka Securities Exchange; the “Target Company”) through a tender offer (the “Tender Offer”) as set out below.

1. Purpose of the Tender Offer

(1) Offeror

The Offeror, currently a wholly-owned subsidiary of Quantum Leaps Corporation (“Quantum Leaps”) as of the date hereof, is a corporation whose main purpose is to acquire and hold shares in the Target Company. As stated in (4) Agreements on the Tender Offer below, the Offeror, Quantum Leaps, Fuji Media Holdings, Inc. (“FMH”), Nippon Television Network Corporation (“NTV”), Tokyo Broadcasting System Television, Inc. (“TBS”), TV Asahi Corporation (“TV Asahi”), TV TOKYO Corporation (“TV Tokyo”), Dentsu Inc. (“Dentsu”), SoftBank Corp. (“SoftBank”), Yahoo Japan Corporation (“Yahoo”), Taiseitochi Co., Ltd. (“Taiseitochi”), Taisei Corporation (“Taisei Kensetsu”), Iwai Securities Co., Ltd. (“Iwai Securities”), Faith, Inc. (“Faith”), Kyoraku Industrial Co., Ltd (“KYORAKU”), and Mco 1 Investment Business Limited Partnership (the “Mezzanine”; FMH, NTV, TBS, TV Asahi, TV Tokyo, Dentsu, SoftBank, Yahoo, Taiseitochi, Taisei Kensetsu, Iwai Securities, Faith and KYORAKU are collectively referred to as the “Investors (Common Shareholders),” and the Investors (Common Shareholders) and the Mezzanine are collectively referred to as the “Investors”) agreed under the investment agreement dated September 11, 2009 (the “Investment Agreement”) entered into by those parties that, after completion of the Tender Offer and before the commencement date of settlement of the Tender Offer, (i) the Investors (Common Shareholders) will make by themselves or through their wholly-owned subsidiaries (including wholly-owned subsidiaries of which they own all of the outstanding shares indirectly) capital contributions of 19 billion yen in total to the Offeror and (ii) the Mezzanine will make capital contributions of 5 billion yen to the Offeror under the investment agreement that will be separately entered into (the “Mezzanine Investment Agreement”). (For the details of the agreement, see (ii) of (4) Agreements on the Tender Offer below).

Also, the Offeror intends to issue shares of common stock in the Offeror through a third-party allotment (daisansha wariate zoushi) to companies that are engaged in broadcasting, advertising agency services, mobile telecommunications, and finance and insurance as their principal business or other entities upon completion of the Tender Offer (provided, however, that the purchase price per share for subscription is the fair price equal to or more than 50,000 yen, the maximum number of shares for subscription is 160,000 shares, and the maximum number of shares for subscription to be allocated to a single business group is 40,000 shares). However, the Offeror has not determined the companies to which the shares for subscription will be allocated as of the date hereof.

Quantum Leaps, the sole parent company of the Offeror as of the date hereof, is a business strategy consulting company represented by Mr. Nobuyuki Idei. Quantum Leaps is expected to take the role of business strategy adviser to the Offeror to reconcile the interests of the Investors in a series of transactions to take the Target Company private (including the Tender Offer, the “Transactions”).

(2) Outline of the Tender Offer

The Offeror will conduct the Tender Offer for the purpose of acquiring 37,485,962 shares in the Target Company, which is the total number of issued shares in the Target Company as of June 30, 2009 (39,006,803 shares) less the number of treasury shares held by the Target Company as of March 31, 2009 (1,520,841 shares).

The Offeror set the minimum number of shares to be purchased to 26,240,174 shares (the shareholding ratio to the total number of issued shares in the Target Company as of June 30, 2009, less the number of treasury shares held by the Target Company as of March 31, 2009 (1,520,841 shares) (the “Ownership Percentage”) is 70%). If the total number of tendered shares is less than the minimum number of shares to be purchased, the Offeror will not purchase all of the tendered shares. Meanwhile, since the purpose of the Tender Offer is to acquire all issued shares in the Target Company and take the Target Company private, the Offeror will not set the maximum number of shares to be purchased and will purchase all of the tendered shares if the total number of tendered shares is equal to or more than the minimum number of shares to be purchased.

For the purpose of the Tender Offer, the Offeror, Quantum Leaps, and the Investors have agreed with Taiseitochi (the number of shares held: 3,680,000 shares, Ownership Percentage: 9.82%), Faith (the number of shares held: 1,224,916 shares, Ownership Percentage: 3.27%), Taisei Kensetsu (the number of shares held: 1,010,000 shares, Ownership Percentage: 2.69%), Iwai Securities (the number of shares held: 403,000 shares, Ownership Percentage: 1.08%), TV Asahi (the number of shares held: 268,000 shares, Ownership Percentage: 0.71%), TV Tokyo (the number of shares held: 161,000 shares, Ownership Percentage: 0.43%), TBS (the number of shares held: 148,000 shares, Ownership Percentage: 0.39%), FMH (the number of shares held: 144,000 shares, Ownership Percentage: 0.38%), and NTV (the number of shares held: 134,000 shares, Ownership Percentage: 0.36%) (Taiseitochi, Faith, Taisei Kensetsu, Iwai Securities, TV Asahi, TV Tokyo, TBS, FMH and NTV are collectively referred to as “Tendering Shareholders”), which are shareholders of the Target Company included among the Investors, that the Tendering Shareholders will tender all of their shares in the Target Company for the Tender Offer under the Investment Agreement.

Subject to the successful completion of the Tender Offer, the Offeror intends to request that the Target Company carries out a series of procedures (“Procedures to Make the Target Company a Wholly-Owned Subsidiary”) as set out in (6) Policy for Organizational Restructuring and Others after Tender Offer (Matters Relating to so-called “Two-Step Acquisitions”) below and makes the Target Company a wholly-owned subsidiary through those procedures. After making the Target Company a wholly-owned subsidiary, the Offeror intends to carry out a merger, where the Offeror survives and the Target Company is dissolved (the “Merger”).

The Offeror entered into engagement agreements respectively with Mr. Isao Yoshino, Chairman of the Target Company, Mr. Hiroshi Osaki, President of the Target Company, and Mr. Hiroshi Nakata, director of the Target Company, regarding matters including the assumption of office as directors of the Offeror after the Tender Offer, by which the Offeror appoints (i) Mr. Yoshino and Mr. Osaki to act as directors of the Offeror (including the Offeror after the Merger (the “New Company”), the same applies throughout this Paragraph (2)) from the date of appointment as directors of the Offeror after the completion of the Tender Offer, (ii) Mr. Nakata to act as director of the New Company after the Merger, and (iii) Mr. Yoshino, Mr. Osaki and Mr. Nakata to remain in the office of and act as directors of the Target Company after the completion of the Tender Offer. Mr. Yoshino and Mr. Osaki expressed their acceptance of the appointment by the Offeror of (i) and (iii) above, and Mr. Nakata expressed his acceptance of the appointment by the Offeror of (ii) and (iii) above, each on the condition that the Tender Offer is approved by resolution at a meeting of the board of directors of the Target Company where the officers of the Target Company excluding Mr. Yoshino, Mr. Osaki and Mr. Nakata and other interested persons are present.

The engagement agreements detailed above provide that (i) the total amount of remuneration to be received by Mr. Yoshino as director of the Offeror and as director of the Target Company, (ii) the total amount of remuneration to be received by Mr. Osaki as director of the Offeror and as director of the Target Company, and (iii) the total amount of remuneration to be received by Mr. Nakata as director of the New Company after the Merger and as director of the Target Company is limited to 100 million yen per annum, respectively, and that the Offeror will separately determine the specific amount of remuneration upon agreement with Mr. Yoshino, Mr. Osaki, and Mr. Nakata. The engagement agreement also provides that the Offeror requests Mr. Yoshino, Mr. Osaki, and Mr. Nakata to jointly and severally guarantee the Offeror’s obligations under the agreement to be separately entered into regarding loans (the “Acquisition Loans Agreement”) from Sumitomo Mitsui Banking Corporation, The Sumitomo Trust and Banking Co., Ltd., and Mizuho Bank, Ltd. to fund the settlement of the Tender Offer (total maximum loan amount is 30 billion yen) (the “Acquisition Loans”) in accordance with the Acquisition Loans Agreement, and that Mr. Yoshino, Mr. Osaki, and Mr. Nakata accept the request.

According to the Target Company, at the meeting of its board of directors attended by all of the directors other than Mr. Yoshino, Mr. Osaki and Mr. Nakata, and the statutory auditors other than Mr. Yoshiaki Okitsu, a representative director of Iwai Securities, and Mr. Yukio Kageyama, a director of Iwai Securities, which is expected to make a capital contribution to the Offeror, the board of directors of the Target Company has resolved to: (i) approve the Tender Offer by the Offeror, and (ii) recommend to its shareholders that they tender their shares in the Tender Offer, with the unanimous approval of all the directors in attendance, including the two outside directors. Further, the two statutory auditors of the Target Company, including the outside statutory auditor have all expressed that they have no objection to the board of directors of the Target Company approving the Tender Offer.

(3) Background of and Reasons for Conducting the Tender Offer, and Policy After the Tender Offer

While the media environment is undergoing considerable changes, such as the increase in internet or mobile communication, the shift to broadband and content digitalization, the latest key business challenge for each broadcasting station is to maintain and enhance the attraction of television (media value). In order to overcome this business challenge, FMH (a certified broadcast holding company and one of the Investors), and NTV, TBS, TV Asahi and TV Tokyo (broadcasting stations included among the Investors) seek to determine how they will produce television programs while aiming to produce additional popular programs to maintain advertising revenue that is their primary source of income, and otherwise aiming to produce high-quality programs in spite of cutting costs due to the decrease in advertising expenses. At the same time, the broadcasting stations have commenced the pursuit of new measures to enhance the media value as a television station, such as producing programs linked to the internet or mobile content.

The business challenge for communication carriers and internet service providers is to secure high-quality content and establish a new business model while the shift to broadband rapidly develops. In order to overcome this business challenge, SoftBank, a communication carrier and one of the Investors, tackles the “enhancement of internet content” as its main policy. SoftBank not only implements an old-type business model in which it reuses high-quality content created by television or other media, but also endeavors to establish a new business model in which it creates content, provides popular content to television or other media, and further improves the attraction of existing content.

The media environment surrounding consumers has also been undergoing considerable changes recently. Dentsu, an advertising company and one of the Investors, is required to provide services offering the best solution to its clients taking into consideration the characteristics and evolution of content created by each section of the media, and the new lifestyle of consumers. As a part of its challenge, when Dentsu examines its future business developments, it is certain that the development of new communication services based on the relationship between the consumers and content will be of significantly worth. In addition, as the domestic advertising market matures, the strengthening of operating bases and the development of content business and other new businesses in emerging countries including Asia are essential factors for Dentsu to grow and develop.

Taiseitochi, Taisei Kensetsu, Iwai Securities and KYORAKU that have an amicable relationship with the Target Company approve of and invest in the Transactions.

On the other hand, the Target Company is a leading company engaged in the creation and provision of content based on the management of entertainers. The Target Company has the advantage of establishing a business model in which it is able to continuously create an overwhelmingly wide range of entertainers of a quality and number that rivals other companies, and has a variety of revenue sources, such as the management of entertainers, creation of content, and transmission and distribution of content, derived from a deep well of entertainers.

The Target Company, as a leading company engaged in the creation and provision of content based on the management of entertainers, attempted to reinforce the “manufacturing” system within the entire group by implementing a growth strategy to expand its “comedy” business to other areas of business, and made efforts to diversify comedians (who not only engage in comedy but also branch out into sport, music and other fields), content (which is developed in multi media form), and business categories (by which the Target Company expands its operations to a corporate advertising operation). As a result, the Target Company is becoming able to create and provide attractive content in keeping with the variety of business categories, media and budgets, and is establishing its status as a key content creator and provider company for some of the Investors involved in the creation and provision of the content (namely FMH, NTV, TBS, TV Asahi, TV Tokyo, Dentsu, Softbank, Yahoo and Faith; collectively the “Media-Related Investors”).

Consequently, the Media-Related Investors may receive high-quality content more quickly and securely than before by strengthening the capital relation with the Target Company, which results in enhanced corporate value for each of the Media-Related Investors.

Meanwhile, the Offeror believes that the slow down in domestic content market growth due to the economic downturn and maturity of the domestic economy is a challenge faced by the Target Company in further growing and improving its profitability, and the establishment of the direct capital and business relationship between the Target Company and the Investors significantly contributes to the construction of the new prospects for future growth and the management base for a stable increase in profits.

After the Tender Offer, the Offeror will seek to develop the Target Company’s business specifically in two major ways. The first way is to accelerate a multi-use system for content that passes between the Media-Related Investors and the Target Company in Japan. For example, the motion picture content “S-1 BATTLE,” distributed via mobiles by Softbank and the Target Company, has gained popularity especially among young people and is becoming a groundbreaking success for both Softbank and the Target Company in developing a new business model. After the capital relationship between the Media-Related Investors and the Target Company is strengthened through the Procedures to Make the Target Company a Wholly-Owned Subsidiary, the Target Company will be able to develop contrivances that are new to the consumers (that is, “entertainment”) even more dynamically and quickly by carrying out planning in expectation of such multi-use from the beginning. In addition, the multi-use of content has various potential uses, such as expanding target areas of advertising. The Offeror recognizes that the Target Company’s provision of content for such content multi-use is a new business model that could become a pillar of the Target Company’s growth over the mid- to long-term in years to come. The second way to develop the Target Company’s business is to expand the Target Company’s content and business models into Asian markets. While the domestic economy in Japan is maturing, by observing the current state of the entertainment industry in Japan, the Offeror recognizes that tremendous future growth opportunities for the industry exist in Asian markets that are experiencing remarkable economic growth. The entertainment content in Japan, including not only the content itself but also the program format, is gaining popularity in Asia and also around the world. The Offeror believes that it is possible to create the number-one entertainment industry in Asia if the Target Company is able to fully develop its business model in Asian markets.

The Offeror believes that while the Target Company’s present issues, future strategies, and active reform of its business models to overcome the current environment will not always contribute to revenue as originally expected, but will involve risks, the issues of maximizing profits for each fiscal year and strengthening mid- to long-term competitiveness, both of which are important as a listed company, will sometimes not coexist. Therefore, the Offeror has determined that, if taking the Target Company private is realized by the Offeror for capital restructuring of the Target Company, the Target Company will, under the simplified ownership structure, be able to make business decisions even more rapidly and establish an organizational structure that will allow the Target Company to make flexible business decisions without being influenced by any short-term fluctuations in its business results. The Offeror also believes that establishing a partnership between the Media-Related Investors and the Target Company through such capital restructuring of the Target Company would make it possible for the Offeror to enhance the corporate value of the Media-Related Investors and the Target Company as stated above and consequently allow them to pursue and rapidly realize the growth potential of the entertainment industry in Japan as a whole. For the reasons stated above, the Offeror decided to make the Tender Offer.

Meanwhile, the Offeror intends to take out the Acquisition Loans, receive capital contributions of 19 billion yen in total from the Investors (Common Shareholders) by the Investors (Common Shareholders) themselves or through their wholly-owned subsidiaries (including subsidiaries of which the Investors (Common Shareholders) own all of the outstanding shares indirectly), and receive capital contributions of 5 billion yen from the Mezzanine. It is expected that the outstanding shares in the Offeror (shares owned by Quantum Leaps as of the date hereof and shares to be acquired by the Investors (Common Shareholders) through the capital contributions mentioned above), the shares in the Target Company to be acquired by the Offeror through the Tender Offer, and other certain assets owned by the Offeror will be used as collateral for the Acquisition Loans and that Mr. Yoshino and Mr. Osaki will become joint and several guarantors for the Acquisition Loans. If the Offeror acquires all of the outstanding shares in the Target Company upon completion of the Procedures to Make the Target Company a Wholly-Owned Subsidiary, the Offeror intends to make the Target Company and a number of its subsidiaries joint and several guarantors for the Acquisition Loans and cause the Target Company and those subsidiaries to provide certain assets owned by them as collateral. In addition, Mr. Nakata will become a joint and several guarantor for the Acquisition Loans from the effective date of the Merger.

According to the Target Company, at the meeting of the board of directors held on September 11, 2009, the Target Company passed a resolution that, subject to the Tender Offer taking effect, the Target Company will not distribute dividends to the shareholders recorded in the shareholder registry as of September 30, 2009 and March 31, 2010. The Target Company also passed a resolution at the meeting of the board of directors held on September 11, 2009 that, subject to the Tender Offer taking effect, the shareholder benefit plans will be abolished after applying the benefit plans to shareholders recorded in the shareholder registry as of September 30, 2009. According to the Target Company, even if a shareholder tenders his or her shares in the Tender Offer, his or her name on the shareholder registry will not be changed until the Tender Offer comes into effect. Therefore, the aforementioned special benefits program will be applied to shareholders who tender their shares in the Tender Offer and are recorded in the shareholder registry as of September 30, 2009.

The Offeror is considering starting up a “Special Fan Club” when the Merger becomes effective. For the details on the “Special Fan Club,” please see the Offeror’s press release published by the Target Company at the request of the Offeror “Announcement on Consideration of YOSHIMOTO KOGYO Special Fan Club (tentative)” dated September 11, 2009 (http://www.yoshimoto.co.jp/src/about/ir_pdf/ir_20090911_1.pdf).

(4) Agreements on the Tender Offer

The Offeror, Quantum Leaps and the Investors agree on matters as generally described below under the Investment Agreement.

(i) Agreement to tender all shares in the Target Company owned by the Tendering Shareholders in the Tender Offer

The Tendering Shareholders have agreed under the Investment Agreement to tender all shares of common stock in the Target Company owned by each Tendering Shareholder (the “Tendered Shares”) in the Tender Offer; provided, however, that the Investment Agreement provides that the Offeror may, upon giving written notice to each Tendering Shareholder by the expiration date of the tender offer period for the Tender Offer, request the Tendering Shareholder not to tender shares in the Tender Offer if such request is made before the Tendering Shareholder tenders shares in the Tender Offer, or to cancel the agreement relating to the Tender Offer if such request is made after the Tendering Shareholder tenders shares in the Tender Offer, when:

(a) it is ascertained or reasonably expected that any of the Tendering Shareholders materially breached or would materially breach any of the representations or warranties contained in the Investment Agreement;

(b) any of the Tendering Shareholders materially breached any of the obligations set forth in the Investment Agreement, such as not tendering the shares in the Target Company owned by the Tendering Shareholder in the Tender Offer;

(c) the Offeror determines that any of the following conditions or any other condition set forth in the Investment Agreement is not satisfied or that any event has occurred for which it is reasonably expected that those conditions would not be satisfied:

(A) the Target Company will not withdraw, withhold or change its support of the Tender Offer;

(B) any petition for commencement of bankruptcy procedures, commencement of civil rehabilitation procedures, commencement of corporate reorganization procedures, commencement of special liquidation procedures, or commencement of any other similar legal insolvency procedures is not filed by or against the Target Company or any of the subsidiaries of the Target Company, or the Target Company and the subsidiaries of the Target Company are not subject to any cause that gives rise to commencement of these insolvency procedures or suspension of payment;

(C) the principal business of the Target Company or any of the subsidiaries of the Target Company has not been discontinued;

(D) the Target Company and the subsidiaries of the Target Company are not subject to the suspension of transactions by a clearinghouse; and

(E) any event that would have a material impact on the business or assets of the Target Company, natural disasters, serious deterioration in economic conditions, or any other event due to which the Offeror reasonably recognizes it difficult to acquire the shares in the Target Company has not occurred.

(ii) Agreement on capital contribution to and capital structure of the Offeror after the successful completion of the Tender Offer

The Offeror, Quantum Leaps and the Investors agree that the Investors will, after the successful completion of the Tender Offer, make by themselves or through their wholly-owned subsidiaries (including subsidiaries of which they own all of the outstanding shares indirectly) capital contributions of 19 billion yen in total (3 billion yen by FMH; 2 billion yen each by NTV, TBS, TV Asahi, Taiseitochi and KYORAKU; 1.5 billion yen by SoftBank; 1 billion yen each by TV Tokyo, Dentsu and Faith; and 500 million yen each by Yahoo, Taisei Kensetsu and Iwai Securities) to the Offeror by the commencement date of settlement of the Tender Offer, subject to the conditions that the Offeror and Quantum Leaps will have not materially breached any of the representations or warranties or obligations to be performed that are contained in the Investment Agreement and that the Offeror will have completed its internal procedure regarding the capital contributions from the Investors mentioned above, among other conditions.

Of the capital contributions mentioned above, the capital contribution from the Investors (Common Shareholders) is scheduled to be made through a third-party allotment (daisansha wariate zoushi) of new shares of common stock in the Offeror.

The Offeror and the Mezzanine agree that the Mezzanine will, after the successful completion of the Tender Offer, make capital contributions of 5 billion yen to the Offeror by the commencement date of settlement of the Tender Offer under the Mezzanine Investment Agreement. Such capital contribution from the Mezzanine is scheduled to be made, after amending the articles of incorporation of the Offeror to make the Offeror a company with class shares, through a third-party allotment (daisansha wariate zoushi) of new shares of non-voting preferred stock in the Offeror that are convertible to the shares of common stock in the Offeror.

The Offeror, Quantum Leaps and the Investors agree that, if the Tender Offer is successfully completed, the Offeror may decide to issue the shares of common stock in the Offeror through a third-party allotment (daisansha wariate zoushi) to companies that are engaged in broadcasting, advertising agency services, mobile telecommunications, or finance and insurance as their principal business or other entities (provided, however, that the purchase price per share for subscription is the fair price equal to or more than 50,000 yen, the maximum number of shares for subscription is 160,000 shares, and the maximum number of shares for subscription to be allocated to a single business group is 40,000 shares) after settlement of the Tender Offer and by the effective date of the Merger.

The Investment Agreement provides that the Investors (Common Shareholders) may not, in principle, transfer, provide as collateral or otherwise dispose of all or any part of the shares in the Offeror (after the Merger, the shares in the New Company) owned by the Investors (Common Shareholders) until three years have expired after the effective date of the Merger on and from the date of the payment of the above capital contributions made by the Investors (Common Shareholders).

(iii) Agreement on Procedures to Make the Target Company a Wholly-Owned Subsidiary and the Merger

The Offeror, Quantum Leaps, and the Investors have agreed that the Offeror will carry out the Procedures to Make the Target Company a Wholly-Owned Subsidiary and the Merger as stated in (6) Policy for Organizational Restructuring and Others after Tender Offer (Matters Relating to so-called “Two-Step Acquisitions”) below.

(iv) Agreement on Governance of the Offeror and the Target Company upon Completion of the Tender Offer

The Offeror, Quantum Leaps, and the Investors have agreed that, (a) immediately after the commencement date of settlement of the Tender Offer, the Offeror will be a company with a board of directors and Mr. Idei, Mr. Yoshino, and Mr. Osaki, in principle, will be appointed as directors, and (b) from the commencement date of settlement of the Tender Offer until the day immediately prior to the effective date of the Merger, the Offeror will not distribute its surplus.

Also, the Offeror, Quantum Leaps, and the Investors have agreed that, (a) from the effective date of the Merger, the New Company will be a company with a board of directors, board of statutory auditors, and accounting auditors, and Mr. Idei, Mr. Yoshino, Mr. Osaki, Mr. Nakata, and other persons determined at a shareholders meeting of the New Company, in principle, will be appointed as directors, and (b) (A) the New Company will establish a management strategy committee as an advisory body to the board of directors of the New Company immediately after the Merger, (B) the management strategy committee will be, in principle, comprised of 5 members holding office for a period of one year to be appointed at a shareholders meeting of the New Company and Mr. Idei will assume the position of the initial representative member, and (C) the New Company will consult the management strategy committee before making decisions regarding the establishment and change of the medium-term management plan, and make decisions respecting the management strategy committee’s response to the consultation to the maximum extent possible.

(5) Measures to Ensure Fairness of Purchase Price and Measures to Avoid Conflicts of Interest

As described in “(2) Outline of the Tender Offer” above, the Offeror has entered into engagement agreements respectively with Mr. Yoshino, Mr. Osaki and Mr. Nakata regarding matters including assumption of office as directors of the Offeror after the Tender Offer, by which the Offeror appoints (i) Mr. Yoshino and Mr. Osaki to act as directors of the Offeror (including the New Company; the same applies throughout this paragraph) from the date of appointment as directors of the Offeror after the completion of the Tender Offer, (ii) Mr. Nakata to act as director of the New Company after the Merger, and (iii) Mr. Yoshino, Mr. Osaki and Mr. Nakata to remain in the office of and act as directors of the Target Company after the completion of the Tender Offer. Each such engagement agreement sets the maximum amount of remuneration for directors of the Offeror and remuneration for directors of the Target Company to be received by Mr. Yoshino, Mr. Osaki and Mr. Nakata and also provides that Mr. Yoshino, Mr. Osaki and Mr. Nakata agree to jointly and severally guarantee, in accordance with an the Acquisition Loans Agreement, any obligation borne by the Offeror pursuant to such agreement.

In consideration of such situation, the Offeror and the Target Company take the following measures to ensure the fairness of the Tender Offer in light of ensuring the fairness of the purchase price in the Tender Offer (the “Purchase Price”), eliminating arbitrariness in the decision-making process for the implementation of the Tender Offer and avoiding conflicts of interest.

(i) Elimination of Arbitrariness in Decision-Making Process for Tender Offer

In determining the Purchase Price, the Offeror requested a third-party appraiser, GCA Savvian Corporation (“GCA Savvian”), to assess the value of shares in the Target Company in May 2009 to use as a reference for the determination of the Purchase Price by the Offeror. The Offeror then determined the Purchase Price to be JPY 1,350 per share in reference to the valuation report obtained on September 11, 2009 upon consultation and negotiation with the Target Company.

In evaluating shares in the Target Company, GCA Savvian determined that it was appropriate to value the shares multilaterally after reviewing business plans of the Target Company provided by the Target Company (which also have been amended by the Offeror to reflect the effect of the Target Company going private and any subsequent measures) and other materials of the Target Company provided by the Offeror. Therefore, GCA Savvian evaluated shares in the Target Company by using the average market price method, comparable company comparison method and discounted cash flow method (the “DCF Method”).

According to the valuation report, the value per share in the Target Company was valuated as JPY 983 to JPY 1,292 by the average market price method, JPY 924 to JPY 1,218] by the comparable company comparison method and JPY [1,289] to JPY [1,604] by the DCF Method.

The Purchase Price represents (a) a premium of approximately 4.5% (rounded to the nearest tenth of one percent) to the closing price of 1,292 yen quoted on the Osaka Securities Exchange on September 10, 2009, (b) a premium of approximately 18.4% (rounded to the nearest tenth of one percent) to the simple average closing price quoted on the Osaka Securities Exchange for the one-month period ended September 10, 2009, of 1,140 yen (rounded to the nearest yen), (c) a premium of approximately 29.0% (rounded to the nearest tenth of one percent) to the simple average closing price quoted on the Osaka Securities Exchange for the three-month period ended September 10, 2009, of 1,047 yen (rounded to the nearest yen), and (d) a premium of approximately 37.3% (rounded to the nearest tenth of one percent) to the simple average closing price quoted on the Osaka Securities Exchange for the six-month period ended September 10 2009, of 983 yen (rounded to the nearest yen).

The closing price of the Target Company’s shares quoted on the Osaka Securities Exchange on July 27, 2009 was 952 yen, and then the closing price on July 29, 2009 rose to 1,205 yen after the first release of the report of the Target Company going private as of July 28, 2009. After that, the closing price of the Target Company’s shares quoted on the Osaka Securities Exchange took a downward turn, and was 1,062 yen on August 21, 2009. However, after a report of the Target Company going private was again released on September 2, 2009, the closing price was 1,250 yen on September 2, 2009. Following some minor fluctuation in the closing price, and after a report of the Target Company going private was again released on September 10, 2009, the closing price of the Target Company’s shares quoted on the Osaka Securities Exchange was 1,292 yen on September 10, 2009. After the first release of the report of the Target Company going private dated July 28, 2009, in addition to each of the releases described above, the results for the first quarter were announced on August 13, 2009, and the report of the Target Company going private was released on August 20, 2009, however, it is not certain to what extent factors such as the above-mentioned announcement of the results and the above-mentioned reports were taken into consideration in the fluctuation in the stock price indicated above.

For reference, the closing price on July 27, 2009 that is the business day immediately prior to the date on which the first report was released, the simple average closing price for the latest 1 month up to July 27, 2009 (rounded to the nearest yen), the simple average closing price for the latest 3 months up to July 27, 2009 (rounded to the nearest yen), the simple average closing price for the latest 6 months up to July 27, 2009 (rounded to the nearest yen) and the premiums attached to the Purchase Price to each simple average (rounded to the nearest tenth of one percent) are as follows:

Closing price on July 27, 2009:		952 yen (41.8% premium)
Simple average closing price for the latest 1 month up to July 27, 2009:		955 yen (41.3% premium)
Simple average closing price for the latest 3 months up to July 27, 2009:		932 yen (44.8% premium)
Simple average closing price for the latest 6 months up to July 27, 2009		942 yen (43.2% premium)

On the other hand, according to the Target Company, as a measure for ensuring fairness in the decision-making process leading to the proposed Purchase Price by the Offeror, and to avoid an unreasonably arbitrary determination, the Target Company’s board of directors, of its own accord, appointed ABeam M&A Consulting Ltd. (“ABeam”), a third-party appraiser independent from the Target Company and the Offeror, and requested it to calculate the value of the shares in the Target Company.

According to the Target Company, in order to gather and review the information necessary to calculate the value of the shares in the Target Company, ABeam obtained materials from the Target Company’s board of directors regarding the current business and future business plans of the Target Company (the “Target Company’s Business Plans”). Based on such information, ABeam calculated the value of the Target Company’s shares. On September 8, 2009, the Target Company’s board of directors obtained a valuation report of the Target Company’s shares for September 8, 2009 and a valuation report that has been updated based on the result of valuation using the market share price method. On September 8, 2009, the Target Company’s board of directors also received a fairness opinion that, from a financial perspective, the Purchase Price is fair for the shareholders of the Target Company. According to the Target Company, after considering the valuation methods to be adopted, ABeam conducted the valuation using the market share price method, the comparable company comparison method and the DCF Method. As a result thereof, ABeam reported its valuation of the appropriate value per share of the Target Company as ranging from JPY 932 to JPY 1,292 using the market share price method, JPY 974 to JPY 1,171 using the comparable company comparison method, and JPY 1,218 to JPY 1,441 using the DCF Method based on the Target Company’s Business Plans [Note 1]. Under the market share price method, the range of the value per share was determined based on (i) the average closing price of the shares of the Target Company on the Osaka Securities Exchange for the periods of one month, three months and six months leading up to September 10, 2009 as a reference date (the closing price on which date was JPY 1,292) (JPY 1,140, JPY 1,047, JPY 983, respectively), (ii) the average closing price of the shares of the Target Company on the Osaka Securities Exchange for the periods of one month, three months and six months leading up to September 1, 2009 as a reference date (the day immediately before the date of the detailed release of the report of the Target Company going private) (JPY 1,114, JPY 1,011, JPY 963, respectively), (iii) the volume weighted average price (VWAP) on the Osaka Securities Exchange for the periods of one month, three months and six months leading up to July 27, 2009 as a reference date (the day immediately before the date of the first release of the report of the Target Company going private) (JPY 960, JPY 933, JPY 938, respectively), and (iv) the average closing price of the shares of the Target Company on the Osaka Securities Exchange for the periods of one month, three months and six months leading up to July 27, 2009 as a reference date (JPY 955, JPY 932, and JPY 942, respectively).

[Note 1] ABeam has received from the Offeror the business and financing plans of the Target Company that were prepared by the Offeror, and on which the Transactions are premised (the “Offeror’s Plans”). Based on its trial calculation using the DCF Method taking into account the Offeror’s Plans (provided that the discount rate identical to that of the DCF Method based on the Offeror’s Plans is applied), ABeam reported that the result of JPY 1,331 to JPY 1,515 is appropriate.

Furthermore, according to the Target Company, upon a review of the proposal of the Offeror concerning the Tender Offer, the Target Company appointed PwC Advisory Co., Ltd., an outside third party, as its financial advisor, and requested it to provide the Target Company with advice concerning the Transactions.

Moreover, according to the Target Company, upon a review of the proposal by the Offeror concerning the Transactions, the Target Company nominated Oh-Ebashi LPC & Partners, an outside third party, as its legal advisor, and requested it to provide the Target Company with advice concerning the Transactions.

According to the Target Company, having received the financial advice provided by PwC Advisory Co. Ltd. and the legal advice provided by Oh-Ebashi LPC & Partners, the Target Company consulted and reviewed in a prudent manner whether or not the Transactions, including the Tender Offer, are acceptable, as well as the terms and conditions including the various procedures for the Tender Offer.

According to the Target Company, on July 15, 2009, the Target Company’s board of directors passed a resolution to form a special committee comprised of three (3) members independent of the Offeror and the Target Company (the “Third Party Committee”) in order to ensure the fairness of the Tender Offer and to increase the transparency and objectivity of the Transactions. The Target Company commissioned this committee to submit an opinion on the suitability of the Target Company’s approval of the Tender Offer as well as on the appropriateness of the Purchase Price of the Tender Offer to the Target Company’s board of directors ensuring the appropriateness of the Purchase Price of the Tender Offer and the fairness of the process with the purpose of protecting the interests of the minority shareholders. The Target Company appointed three members to the Third Party Committee, namely: Mr. Masao Yanaga (Chairman of the Third Part Committee and Professor of the Graduate School of Business Sciences, University of Tsukuba), Mr. Jun Nogami (Partner at ICHIJIMA & NOGAMI ACCOUNTING OFFICE, certified tax accountant) and Mr. Satoshi Ishibashi (Representative Director of Klotho Partners Inc).

According to the Target Company, on July 17, 2009, the Third Party Committee commenced the review of whether or not it is appropriate for the Target Company’s board of directors to approve the Tender Offer, and whether or not the Transactions, including the Tender Offer, are acceptable. The Third Party Committee held six meetings to deliberate regarding the above matters, conducted hearings with Mr. Osaki, the President of the Target Company, and Mr. Nobuyuki Idei, the President and CEO of Quantum Leaps Corporation, and received explanations from ABeam on the content of the valuation report with question-and-answer sessions in relation thereto. In light of the results of these investigations, and as a result of prudent reviews on the matters referred to therein, the Third Party Committee passed a unanimous resolution on September 9, 2009 to advise the Target Company’s board of directors that the terms and conditions of the Tender Offer (including the Purchase Price) are reasonable and that it would be appropriate for the Target Company’s board of directors to present a report approving the Tender Offer [Note 2].

[Note 2] The written report submitted by the Third Party Committee to the Target Company’s board of directors on September 9, 2009 was posted on the Target Company’s website at (http://www.yoshimoto.co.jp/src/about/ir_pdf/ir_20090911_2.pdf) .

According to the Target Company, having received a report from the Third Party Committee that the Purchase Price of the Tender Offer are reasonable and also that it would be appropriate for it to approve the Tender Offer, and in light of the valuation report received from ABeam on September 8, 2009 and the updated valuation report dated September 10, 2009 from ABeam, the fairness opinion (which provided the opinion that, based on certain assumptions, the Purchase Price is a financially reasonable offer for the shareholders of the Target Company) and the legal opinion dated September 11, 2009 obtained from Oh-Ebashi LPC & Partners, the legal advisor, the Target Company’s board of directors discussed the details of the Third Party Committee’s report, and the terms and conditions of the Transactions, including the Tender Offer. As a result of the discussions, at the meeting held on September 11, 2009, the Target Company’s board of directors reached the conclusion that it would be an effective measure for the enhancement of the Target Company’s mid-to-long term corporate value to: (i) establish a partnership between the Media-Related Investors and the Target Company through the recapitalization of the Target Company, (ii) make the Target Company a wholly-owned subsidiary of the Offeror, (iii) make the shares of the Target Company private, (iv) further expedite the Target Company’s exercise of its business judgment under a simplified shareholding structure through the recapitalization of the Target Company (which would thus establish an organizational control that would facilitate swift business judgment that is less susceptible to short-term variances that may affect the performance of the Target Company), and (v) seek to develop the business in the two major directions proposed by the Offeror. Also, the Target Company’s board of directors determined that the Purchase Price and other terms and conditions of the Tender Offer are reasonable for the shareholders of the Target Company, and that the Tender Offer provides the shareholders with a reasonable opportunity to sell their shares in the Target Company as stated above.

According to the Target Company, Mr. Yoshino and Mr. Osaki have each made and entered into an engagement agreement and, subject to the resolution for approval of the Tender Offer by the Target Company’s board of directors, consisting of the officers of the Target Company (excluding Mr. Yoshino, Mr. Osaki and Mr. Nakata and any other person who may have an interest therein), they have undertaken to: (i) assume their offices as directors of the Offeror after consummation of the Tender Offer, and (ii) continue to serve as directors of the Target Company even after consummation of the Tender Offer. Also, the engagement agreements limit the amount of remuneration to be received by Mr. Yoshino and Mr. Osaki as directors of the Offeror and the Target Company, and stipulate that they will jointly and severally guarantee the debt to be assumed under the Acquisition Loan Agreement under the terms and conditions thereof; and therefore Mr. Yoshino and Mr. Osaki did not participate in either the deliberations or voting with respect thereto, nor did they participate in the deliberations and negotiations with the Offeror as representatives of the Target Company in light of the special interest that they have, or might have, in respect of their relationship with the Transactions.

Furthermore, according to the Target Company, Mr. Nakata has made and entered into an engagement agreement, and, subject to the resolution for approval of the Tender Offer by the Target Company’s board of directors, consisting of the officers of the Target Company (excluding Mr. Yoshino, Mr. Osaki and Mr. Nakata, and any other person who may have an interest therein), he has undertaken to: (i) assume his office as a director of the Offeror after consummation of the Tender Offer, and (ii) continue to serve as a director of the Target Company even after consummation of the Tender Offer. Also, the engagement agreement limits the amount of remuneration to be received by him as a director of the Target Company and as a director of the Offeror, and stipulates that he will jointly and severally guarantee the debt to be assumed under the Acquisition Loan Agreement under the terms and conditions thereof, and therefore Mr. Nakata did not participate in either the deliberations or voting with respect thereto, nor did he participate in the deliberations and negotiations with the Offeror as a representative of the Target Company in light of the special interest that he has, or might have, in respect of his relationship with the Transactions.

Moreover, according to the Target Company, Mr. Okitsu and Mr. Kageyama did not participate in or express their opinion with regard to the deliberations for the resolution of the Target Company’s Board of Directors in light of any interest that they might have in respect of their relationship with the Transactions.

On the other hand, according to the Target Company, the board of directors of the Target Company has resolved to: (i) approve the Tender Offer by the Offeror, and (ii) recommend to its shareholders that they tender their shares in the Tender Offer, with the unanimous approval of all the directors in attendance, including the two outside directors. Further, the two statutory auditors of the Target Company, including the outside statutory auditor have all expressed that they have no objection to the board of directors of the Target Company approving the Tender Offer.

(ii) Securance of Objective Circumstances to Ensure Appropriateness of Price

Subject to the minimum tender offer period of 20 business days stipulated by the Financial Instruments and Exchange Law (Law No. 25 of 1948, as amended; the “Law”), the Offeror sets the period for the Tender Offer as 30 business days. By setting a relatively long period, the Offeror intends to secure an appropriate opportunity for shareholders of the Target Company to make a decision on their application for the Tender Offer, as well as an opportunity for any party other than the Offeror to make a counter offer, and in this way to ensure appropriateness of the Purchase Price. The Offeror has not made any agreement with the Target Company to prohibit the Target Company from making contact with any possible opponent of the Offeror.

(6) Policy for Organizational Restructuring and Others after Tender Offer (Matters Relating to so-called “Two-Step Acquisitions”)

The Offeror will acquire 70% or more of the shares of the Ownership Percentage of the Offeror upon the successful completion of the Tender Offer. If the Offeror fails to acquire all shares other than the treasury shares in the Target Company in the Tender Offer, the Offeror plans to make the Target Company its wholly-owned subsidiary as described in “(2) Outline of the Tender Offer” and will take measures to make the Target Company its wholly-owned subsidiary after the Tender Offer as a part of the Transactions.

In particular, the Offeror intends to request the Target Company to hold a general shareholders’ meeting of the Target Company at which the following proposals will be submitted after the successful completion of the Tender Offer: (i) to make the Target Company a company with class shares as stipulated by the Companies Act (Law No. 86 of 2005, as amended; hereinafter the same) through amendment to the Articles of Incorporation enabling the Target Company to issue different classes of shares from common stocks, (ii) to amend the Articles of Incorporation to impose an option to call all shares (which refers to the matters provided in Article 108, Paragraph 1, Item 7 of the Companies Act; hereinafter the same) on all shares of common stock issued by the Target Company, and (iii) to deliver a different class of the shares in the Target Company in exchange for the acquisition of all shares in the Target Company (other than the treasury shares).

In the event proposal (i) above is approved at such general shareholders’ meeting, the Target Company will become a company with class shares as stipulated by the Companies Act. Proposal (ii) above requires a resolution of a general class shareholders’ meeting, which consists of the shareholders holding the shares of common stock in the Target Company with an option to call all shares as a feature of the shares, in addition to the resolution of such general shareholders’ meeting described above pursuant to Article 111, Paragraph 2, Item 1 of the Companies Act. Therefore, the Offeror plans to request the Target Company to hold the general class shareholders’ meeting by the shareholders of common stocks of the Target Company at which the proposal of partial amendment of the Articles of Incorporation in (ii) above will be submitted.

The Offeror will acquire 70% or more of the total issued shares other than the treasury shares in the Target Company upon the successful completion of the Tender Offer, and if the adoption of each procedure above is accomplished, the Offeror will support each such proposal at the general shareholders’ meeting and the general class shareholders’ meeting above.

If each of the procedures above is implemented, the Offeror will have an option to call all shares of common stock issued by the Target Company (other than the treasury shares), and then these shares will be acquired by the Target Company. Although the shareholders of the Target Company will be delivered a different class of shares in the Target Company as consideration for such acquisition, the shareholders of the Target Company who should receive consideration for fractional shares will instead receive an amount of money obtained by selling or otherwise disposing of the total number of the fractional shares of the different class (any fraction of the total number will be rounded down to the nearest whole share), in accordance with the procedures set forth in Article 234 of the Companies Act and any other related laws and regulations. The sale price of the different class of shares in the Target Company that equals the total number of fractional shares is expected to be valued so that the amount of money to be delivered to each shareholder as a result of the sale of such shares will be same as the amount obtained by multiplying the Purchase Price by the number of shares of common stock in the Target Company held by each such shareholder. The class and number of shares in the Target Company to be delivered as consideration for the acquisition of shares of common stock in the Target Company with an option to call all shares has not been determined as of the date hereof. However, the Offeror intends to request that such class and number will be determined so that the number of shares in the Target Company that must be delivered to the shareholders of the Target Company who did not apply for the Tender Offer will be a fraction of a share in order for the Offeror to hold all issued shares other than the treasury shares in the Target Company. In addition, the Offeror plans to complete the measures to make the Target Company its wholly-owned subsidiary by June 30, 2010, in principle.

With respect to the provisions under the Companies Act that are designed to protect minority shareholders in relation to each of the procedures above, it is provided that (a) the shareholders may request the purchase of their shares in accordance with Article 116 and Article 117 of the Companies Act and other provisions of relevant laws and regulations if the Articles of Incorporation are amended to impose an option to call all shares of common stock set out in (ii) above and (b) the shareholders may file a petition to determine the acquisition price of their shares in accordance with Article 172 of the Companies Act and other provisions of relevant laws and regulations if the acquisition of all shares with an option to call all shares set out in (iii) above is resolved at the general shareholders’ meeting.

The Offeror intends to carry out the Merger after each of the above procedures is implemented.

The Tender Offer is not intended to solicit the approval of shareholders of the Target Company at the general shareholders’ meeting stated above. The above method may be replaced with other methods with comparable effect depending on the circumstances of interpretation of any relevant law or regulation by relevant authorities, the Shareholding Ratio of Shares of the Offeror after the Tender Offer or the ownership of shares in the Target Company by its shareholders other than the Offeror after the Tender Offer and any other circumstances and may require a fair amount of time for the implementation thereof. However, even in such case, the Offeror intends to make the Target Company its wholly-owned subsidiary by ultimately delivering money to the Target Company’s shareholders other than the Offeror and the amount of such money to be delivered is expected to be valued so that such amount will be same as the amount obtained by multiplying the Purchase Price by the number of shares of common stock in the Target Company held by each such shareholder.

(7) Possibility of and Reasons for Delisting

The shares of common stock in the Target Company are listed on the Osaka Securities Exchange and the Tokyo Stock Exchange as of the date hereof. However, since the Offeror does not set any maximum limit on the number of shares to be acquired in the Tender Offer, the shares of common stock in the Target Company may be delisted through prescribed procedures in accordance with the criteria for delisting stock of the Osaka Securities Exchange and the Tokyo Stock Exchange depending on the results of the Tender Offer. Even if the shares of common stock in the Target Company do not fall under such criteria at the time of completion of the Tender Offer, the Offeror intends to make the Target Company its wholly-owned subsidiary as described above in accordance with any applicable laws and regulations and so the shares of common stock in the Target Company will be delisted in such case as well.

2. Outline of the Tender Offer

(1) Outline of the Target Company

(i) Trade Name	YOSHIMOTO KOGYO CO., LTD.
(ii) Details of Business	Production and distribution of television programs and radio programs; production, distribution, and performance of entertainment shows and plays; production and distribution of broadband contents; production and sale of CDs and DVDs; lease of real estate; and sale of food products and daily necessities
(iii) Date of Incorporation	January 7, 1948
(iv) Address of Head Office	11-6 Namba Sennichimae, Chuo-ku, Osaka
(v) Name and Title of Representative	Hiroshi Osaki President
(vi) Capital Amount	4,806,956,000 yen (as of March 31, 2009)
(vii) Major Shareholders and Shareholding Ratio (as of March 31, 2009)	Taiseitochi Co., Ltd.		9.43	%
	Japan Trustee Services Bank, Ltd.		5.69	%
	Sumitomo Mitsui Banking Corporation		4.17	%
	YOSHIMOTO KOGYO CO., LTD.		3.90	%
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.		3.33	%
	Faith, Inc.		3.14	%
	Kabushiki Kaisha Tokiwa Kaikan		2.94	%
	The Master Trust Bank of Japan, Ltd.		2.67	%
	Taisei Corporation		2.59	%
	Nippon Life Insurance Company		2.51	%
(viii) Relationship between the Offeror and the Target Company	Capital relationship	N/A
	Personnel relationship	N/A
	Business connection	N/A
	Related party	N/A

(2) Tender Offer Period

(i) Tender offer period at the time of filing of registration statement

From September 14, 2009 (Monday) through October 29, 2009 (Thursday) (30 business days)

(ii) Possibility of extension of tender offer period upon request of the Target Company

N/A

(3) Tender Offer Price

1,350 yen per share of common stock

(4) Basis of Valuation of the Tender Offer Price

(i) Basis of valuation

According to the valuation report, the methods of analysis adopted and the ranges of values per share of common stock of the Target Company valuated in accordance with the methods are as follows:

(a) Average Market Price Method: From 983 yen to 1,292 yen

Reference Period		Value per Share
Closing Price on Valuation Reference Date	September 10, 2009	1,292 yen
Average Price from the day after the Latest Earnings Announcement Date to the Calculation Reference Date	August 14, 2009 to September 10, 2009	1,140 yen
Average Price for the Latest 1 Month	August 11, 2009 to September 10, 2009	1,140 yen
Average Price for the Latest 3 Months	June 11, 2009 to September 10, 2009	1,047 yen
Average Price for the Latest 6 Months	March 11, 2009 to September 10, 2009	983 yen
Results of Valuation		983 yen to 1,292 yen

(b) Comparable Company Comparison Method: From 924 yen to 1,218 yen

(a) In the average market price method, the range of values per share has been calculated as being between 983 yen to 1,292 yen through an observation of the stock price and trading volume and an analysis of the share valuation based on the closing price on the calculation reference date (September 10, 2009), the average from the day after the latest earnings announcement date to the calculation reference date, the average for the latest 1 month, the average for the latest 3 months and the average for the latest 6 months.

(b) In the comparable comparison method, the range of values per share has been calculated as being between 924 yen to 1,218 yen through an analysis of the equity value of the Target Company by comparing a market price and a financial indicator that shows profitability of the Target Company and other factors of the listed companies that engage in businesses relatively similar to those conducted by the Target Company.

(c) In the DCF method, the range of values per share has been calculated as being between 1,289 yen to 1,604 yen by projecting the expected free cash flow of the Target Company, which is estimated by the Offeror based on the Target Company’s earnings forecast from the fiscal year ending March 2010 to the fiscal year ending March 2017, incorporating various considerations such as the Target Company’s business plans (to which the Offeror reflected the effect of the Target Company going private and any subsequent measures), latest financial performance, publicly-available information and other relevant factors, and discounting it at a certain rate to arrive at the Target Company’s present enterprise value and equity value.

In determining the Purchase Price of 1,350 yen per share, the Offeror, with reference to the results of the valuation report prepared by GCA Savvian, comprehensively took into consideration the level of premiums provided to the tender offer prices in past tender offers for equity securities performed by non-issuers, the possibility that the Target Company will approve the Tender Offer, the Target Company’s stock price performance, the outlook of the Tender Offer and other relevant factors, including the results of consultation and negotiation with the Target Company. The Purchase Price represents (a) a premium of approximately 4.5% (rounded to the nearest tenth of one percent) to the closing price of 1,292 yen quoted on the Osaka Securities Exchange on September 10, 2009, (b) a premium of approximately 18.4% (rounded to the nearest tenth of one percent) to the simple average closing price quoted on the Osaka Securities Exchange for the one-month period ended September 10, 2009, of 1,140 yen (rounded to the nearest yen), (c) a premium of approximately 29.0% (rounded to the nearest tenth of one percent) to the simple average closing price quoted on the Osaka Securities Exchange for the three-month period ended September 10, 2009, of 1,047 yen (rounded to the nearest yen), and (d) a premium of approximately 37.3% (rounded to the nearest tenth of one percent) to the simple average closing price quoted on the Osaka Securities Exchange for the six-month period ended September 10, 2009, of 983 yen (rounded to the nearest yen).

The closing price of the Target Company’s shares quoted on the Osaka Securities Exchange on July 27, 2009 was 952 yen, and then the closing price on July 29, 2009 rose to 1,205 yen after the first release of the report of the Target Company going private as of July 28, 2009. After that, the closing price of the Target Company’s shares quoted on the Osaka Securities Exchange took a downward turn, and was 1,062 yen on August 21, 2009. However, after a report of the Target Company going private was again released on September 2, 2009, the closing price was 1,250 yen on September 2, 2009. Following some minor fluctuation in the closing price, and after a report of the Target Company going private was again released on September 10, 2009, the closing price of the Target Company’s shares quoted on the Osaka Securities Exchange was 1,292 yen on September 10, 2009. After the first release of the report of the Target Company going private dated July 28, 2009, in addition to the releases described above, the results for the first quarter were announced on August 13, 2009, and the report of the Target Company going private was released on August 20, 2009, however, it is not certain to what extent factors such as the above-mentioned announcement of the results and the above-mentioned reports were taken into consideration in the fluctuation in the stock price indicated above. For reference, the closing price on July 27, 2009 that is the business day immediately prior to the date on which the first report was released, the simple average closing price for the latest 1 month up to July 27, 2009 (rounded to the nearest yen), the simple average closing price for the latest 3 months up to July 27, 2009 (rounded to the nearest yen), the simple average closing price for the latest 6 months up to July 27, 2009 (rounded to the nearest yen) and the premiums attached to the Purchase Price to each simple average (rounded to the nearest tenth of one percent) are as follows:

Closing price on July 27, 2009:	952 yen (41.8% premium)
Simple average closing price for the latest 1 month up to July 27, 2009:	955 yen (41.3% premium)
Simple average closing price for the latest 3 months up to July 27, 2009:	932 yen (44.8% premium)
Simple average closing price for the latest 6 months up to July 27, 2009	942 yen (43.2% premium)

(ii) Background of the valuation

The business challenge for communication carriers and internet service providers is to secure high-quality content and establish a new business model while the shift to broadband rapidly develops. In order to overcome this business challenge, SoftBank, a communication carrier and one of the Investors, tackles the "enhancement of internet content" as its main policy. SoftBank not only implements an old-type business model in which it reuses high-quality content created by television or other media, but also endeavors to establish a new business model in which it creates content, provides popular content to television or other media, and further improves the attraction of existing content.

Taiseitochi, Taisei Kensetsu, Iwai Securities and KYORAKU that have an amicable relationship with the Target Company approve of and invest in the Transactions.

The Target Company, as a leading company engaged in the creation and provision of content based on the management of entertainers, attempted to reinforce the "manufacturing" system within the entire group by implementing a growth strategy to expand its "comedy" business to other areas of business, and made efforts to diversify comedians (who not only engage in comedy but also branch out into sport, music and other fields), content (which is developed in multi media form), and business categories (by which the Target Company expands its operations to a corporate advertising operation). As a result, the Target Company is becoming able to create and provide attractive content in keeping with the variety of business categories, media and budgets, and is establishing its status as a key content creator and provider company for the Media-Related Investors.

Based on the above acknowledgement, Quantum Leaps, a strategic advisor in this transaction, commenced consultation and negotiation with the Target Company regarding the possible capital restructuring of the Target Company in February 2009, and the Offeror proposed to the Target Company its intention to make the Target Company private through the Tender Offer and other methods on July 13, 2009, after incorporating the Offeror on April 22, 2009. After the proposal, the Offeror negotiated with the Target Company on the Tender Offer and decided to conduct the Tender Offer on September 11, 2009.

Taking into consideration the results of the Offeror’s consultation and negotiation with the Target Company as described above, the Purchase Price has been determined based on the following background.

(a) Name of the third party from which the Company received advice upon valuation

The Offeror obtained the valuation report from GCA Savvian on September 11, 2009, and referred to it in determining the Purchase Price. The Offeror did not obtain a fairness opinion on the fairness of the Purchase Price from GCA Savvian. GCA Savvian is an appraiser independent of the Offeror, is not a related party, and has no material interest in the Tender Offer.

(b) Summary of such advice

GCA Savvian calculated the Target Company’s share value utilizing average market price method, comparable company comparison method, and DCF method. The ranges of values per share in the Target Company calculated in accordance with the methods are as follows:

Average Stock Price Analysis: 983 yen to 1,292 yen

Comparable Company Analysis: 924 yen to 1,218 yen

DCF Analysis: 1,289 yen to 1,604 yen

Carefully comparing and examining the results of the share valuation by the methods reported in the valuation report, and comprehensively taking into consideration the level of premiums provided to the tender offer prices in past tender offers for equity securities performed by non-issuers, the possibility that the Target Company will approve the Tender Offer, the Target Company’s stock price performance, the outlook of the Tender Offer and other relevant factors, including the results of consultation and negotiation with the Target Company, the Offeror finally determined the Purchase Price of 1,350 yen per share on September 11, 2009.

(d) Other Measures to secure the fairness of the Purchase Price and measures to avoid conflicts of interest

The Offeror obtained the valuation report from GCA Savvian, a financial advisor that is as a third-party appraiser independent of the Offeror and the Target Company, and referred to such valuation report in determining the Purchase Price in order to secure the fairness of the Purchase Price. In determining the Purchase Price of 1,350 yen per share, the Offeror, with reference to the results of the valuation report prepared by GCA Savvian, comprehensively took into consideration the level of premiums provided to the tender offer prices in past tender offers for equity securities performed by non-issuers, the possibility that the Target Company will approve the Tender Offer, the Target Company’s stock price performance, the outlook of the Tender Offer and other relevant factors, including the results of consultation and negotiation with the Target Company.

The closing price of the Target Company’s shares quoted on the Osaka Securities Exchange on July 27, 2009 was 952 yen, and then the closing price on July 29, 2009 rose to 1,205 yen after the first release of the report of the Target Company going private as of July 28, 2009. After that, the closing price of the Target Company’s shares quoted on the Osaka Securities Exchange took a downward turn, and was 1,062 yen on August 21, 2009. However, after a report of the Target Company going private was again released on September 2, 2009, the closing price was 1,250 yen on September 2, 2009. Following some minor fluctuation in the closing price, and after a report of the Target Company going private was again released on September 10, 2009, the closing price of the Target Company’s shares quoted on the Osaka Securities Exchange was 1,292 yen on September 10, 2009. After the first release of the report of the Target Company going private dated July 28, 2009, in addition to the releases described above, the results for the first quarter were announced on August 13, 2009, and the report of the Target Company going private was released on August 20, 2009, however, it is not certain to what extent factors such as the above-mentioned announcement of the results and the above-mentioned reports were taken into consideration in the fluctuation in the stock price indicated above. For reference, the closing price on July 27, 2009 that is the business day immediately prior to the date on which the first report was released, the simple average closing price for the latest 1 month up to July 27, 2009 (rounded to the nearest yen), the simple average closing price for the latest 3 months up to July 27, 2009 (rounded to the nearest yen), the simple average closing price for the latest 6 months up to July 27, 2009 (rounded to the nearest yen) and the premiums attached to the Purchase Price to each simple average (rounded to the nearest tenth of one percent) are as follows:

Closing price on July 27, 2009:	952 yen (41.8 % premium)
Simple average closing price for the latest 1 month up to July 27, 2009:	955 yen (41.3 % premium)
Simple average closing price for the latest 3 months up to July 27, 2009:	932 yen (44.8 % premium)
Simple average closing price for the latest 6 months up to July 27, 2009	942 yen (43.2 % premium)

On the other hand, according to the Target Company, as a measure for ensuring fairness in the decision-making process leading to the proposed Purchase Price by the Offeror, and to avoid an unreasonably arbitrary determination, the Target Company’s board of directors, of its own accord, appointed ABeam, a third-party appraiser independent from the Target Company and the Offeror, and requested it to calculate the value of the shares in the Target Company.

According to the Target Company, in order to gather and review the information necessary to calculate the value of the shares in the Target Company, ABeam obtained materials from the Target Company’s board of directors regarding the Target Company’s Business Plans. Based on such information, ABeam calculated the value of the Target Company’s shares. On September 8, 2009, the Target Company’s board of directors obtained a valuation report of the Target Company’s shares for September 8, 2009 and a valuation report that has been updated based on the result of valuation using the market share price method. On September 8, 2009, the Target Company’s board of directors also received a fairness opinion that, from a financial perspective, the Purchase Price is fair for the shareholders of the Target Company. According to the Target Company, after considering the valuation methods to be adopted, ABeam conducted the valuation using the market share price method, the comparable company comparison method and the DCF Method. As a result thereof, ABeam reported its valuation of the appropriate value per share of the Target Company as ranging from JPY 932 to JPY 1,292 using the market share price method, JPY 974 to JPY 1,171 using the comparable company comparison method, and JPY 1,218 to JPY 1,441 using the DCF Method based on the Target Company’s Business Plans [Note 1]. Under the market share price method, the range of the value per share was determined based on (i) the average closing price of the shares of the Target Company on the Osaka Securities Exchange for the periods of one month, three months and six months leading up to September 10, 2009 as a reference date (the closing price on which date was JPY 1,292) (JPY 1,140, JPY 1,047, JPY 983, respectively), (ii) the average closing price of the shares of the Target Company on the Osaka Securities Exchange for the periods of one month, three months and six months leading up to September 1, 2009 as a reference date (the day immediately before the date of the detailed release of the report of the Target Company going private) (JPY 1,114, JPY 1,011, JPY 963, respectively), (iii) the volume weighted average price (VWAP) on the Osaka Securities Exchange for the periods of one month, three months and six months leading up to July 27, 2009 as a reference date (the day immediately before the date of the first release of the report of the Target Company going private) (JPY 960, JPY 933, JPY 938, respectively), and (iv) the average closing price of the shares of the Target Company on the Osaka Securities Exchange for the periods of one month, three months and six months leading up to July 27, 2009 as a reference date (JPY 955, JPY 932, and JPY 942, respectively).

According to the Target Company, on July 15, 2009, the Target Company’s board of directors passed a resolution to form a special committee comprised of three (3) members independent of the Offeror and the Target Company in order to ensure the fairness of the Tender Offer and to increase the transparency and objectivity of the Transactions. The Target Company commissioned this committee to submit an opinion on the suitability of the Target Company’s approval of the Tender Offer as well as on the appropriateness of the Purchase Price of the Tender Offer to the Target Company’s board of directors ensuring the appropriateness of the Purchase Price of the Tender Offer and the fairness of the process with the purpose of protecting the interests of the minority shareholders. The Target Company appointed three members to the Third Party Committee, namely: Mr. Masao Yanaga (Chairman of the Third Part Committee and Professor of the Graduate School of Business Sciences, University of Tsukuba), Mr. Jun Nogami (Partner at ICHIJIMA & NOGAMI ACCOUNTING OFFICE, certified tax accountant) and Mr. Satoshi Ishibashi (Representative Director of Klotho Partners Inc).

(iii) Relationship with the appraiser

GCA Savvian does not have a material interest in the Tender Offer.

(5) Number of Shares to be Purchased

Number of shares to be purchased		Minimum number of shares to be purchased		Maximum number of shares to be purchased
37,485,962 shares		26,240,174 shares		-

(Note 1) If the total number of tendered shares is less than the minimum number of shares to be purchased (26,240,174 shares), the Offeror will not purchase all of the tendered shares. If the total number of tendered shares is equal to or more than the minimum number of shares to be purchased, the Offeror will purchase all of the tendered shares.

(Note 2) Shares less than one unit are also subject to the Tender Offer. The Target Company may purchase its shares, in accordance with procedures prescribed by law, during the tender offer period from any shareholder who exercises the right under the Companies Act to require the Target Company to purchase shares less than one unit.

(Note 3) The Offeror does not intend to acquire the treasury shares held by the Target Company through the Tender Offer. Therefore, the maximum number of shares in the Target Company to be purchased by the Offeror though the Tender Offer is 37,485,962 shares, which is the total number of issued shares in the Target Company as of June 30, 2009 (39,006,803 shares) set out in the Quarterly Report for the first quarter of the 90th fiscal term filed by the Target Company on August 14, 2009, less the number of treasury shares held by the Target Company as of March 31, 2009 (1,520,841 shares).

(6) Changes in Shareholding Ratio of Shares as a Result of the Tender Offer

Number of voting rights represented by the shares held by the Offeror before the Tender Offer	-	(Shareholding Ratio of Shares before the Tender Offer 0.00%)
Number of voting rights represented by the shares held by Special Related Parties before the Tender Offer	71,729 units	(Shareholding Ratio of Shares before the Tender Offer 19.13%)
Number of voting rights represented by the shares to be purchased	374,859 units	(Shareholding Ratio of Shares after the Tender Offer 100.00%
Total number of voting rights of all shareholders of the Target Company	373,808 units

(Note 1) “Number of voting rights represented by the shares to be purchased” is the number of voting rights represented by the shares to be purchased (37,485,962 shares) in the Tender Offer.

(Note 2) “Number of voting rights represented by the shares held by Special Related Parties before the Tender Offer” is the total number of voting rights represented by the shares held by each Special Related Party. However, “Number of voting rights represented by the shares held by Special Related Parties before the Tender Offer” is not included in the numerator in the calculation of “Shareholding Ratio of Shares after the Tender Offer” because the shares held by Special Related Parties are also subject to the Tender Offer.

(Note 3) “Total number of voting rights of all shareholders of the Target Company” is the number of voting rights of all shareholders of the Target Company as of March 31, 2009 set out in the Quarterly Report for the first quarter of the 90th fiscal term filed by the Target Company on August 14, 2009 (100 shares constitute one unit). However, the number of voting rights (374,859) represented by the 37,485,962 shares, which is the total number of issued shares in the Target Company as of June 30, 2009 (39,006,803 shares) set out in the Quarterly Report, less the number of treasury shares held by the Target Company as of March 31, 2009 (1,520,841 shares) set out in the Quarterly Report, is used as the denominator in the calculation of “Shareholding Ratio of Shares before the Tender Offer” and “Shareholding Ratio of Shares after the Tender Offer” because all shares issued by the Target Company (except for treasury shares held by the Target Company) are subject to the Tender Offer.

(Note 4) “Shareholding Ratio of Shares before the Tender Offer” and “Shareholding Ratio of Shares after the Tender Offer” will be rounded to two decimal places.

(7) Purchase Price

50,606 million yen

(Note) Purchase price is the amount of the purchase price per share (1,350 yen) multiplied by the number of shares to be purchased (37,485,962 shares).

(8) Method of Settlement

(i) Name and address of head office of the financial instruments dealer or bank in charge of settlement of the Tender Offer

Nomura Securities Co., Ltd. 9-1, Nihonbashi 1-chome, Chuo-ku, Tokyo

JOINVEST Securities Co., Ltd. (Sub-Agent) 15-1, Konan 2-chome, Minato-ku, Tokyo

(ii) Commencement date of settlement

November 10, 2009 (Tuesday)

(iii) Method of settlement

A notice of purchase by the Tender Offer will be mailed to the address of the shareholders who tendered their shares through the Tender Offer Agent (or to the address of their standing proxies in the case of shareholders who are resident in foreign countries and do not have an active account with the Tender Offer Agent (including corporate shareholders)) without delay after the expiration of the tender offer period. The notice of purchase will be given to the shareholders who tendered their shares through JOINVEST Securities Co., Ltd. as the Sub-Agent in the manner described on the website of the Sub-Agent (https://www.joinvest.jp/).

The purchase price is paid in cash. Tendering shareholders may receive the sales proceeds from the Tender Offer in the manner they designate, including by way of remittance (a remittance fee may be charged).

(iv) Method of return of shares

In the event that all of the tendered shares are not purchased under the terms set forth in (i) Terms and conditions listed in each item of Article 27-13, Paragraph 4, of the Financial Instruments and Exchange Law (the “Law”) and (ii) Terms and conditions for withdrawal of the Tender Offer, and procedure for disclosing withdrawal in the section entitled (9) Other Conditions and Procedures for the Tender Offer below, then the Tender Offer Agent will return the shares which must be returned by correcting the record to that existing immediately prior to the tender promptly on or after November 6, 2009 (Friday) (or, in the case where the Tender Offer is withdrawn, then the date of withdrawal). (If the tendering shareholders wish their shares to be transferred to their account established with other financial instruments dealers, please instruct the Tender Offer Agent thereof.)

(9) Other Conditions and Procedures for the Tender Offer

(i) Terms and conditions listed in each item of Article 27-13, Paragraph 4, of the Law

If the total number of tendered shares is less than the minimum number of shares to be purchased (26,240,174 shares), the Offeror will not purchase all of the tendered shares. If the total number of tendered shares is equal to or more than the minimum number of shares to be purchased (26,240,174 shares), the Offeror will purchase all of the tendered shares.

(ii) Terms and conditions for withdrawal of the Tender Offer, and procedure for disclosing withdrawal

If any of the events listed in Article 14, Paragraph 1, Item 1.1 through 1.9 and 1.12 through 1.18, Item 2, Item 3.1 through 3.8, Item 4, Item 5, and Article 14, Paragraph 2, Item 3 through 6 of the Enforcement Order of the Financial Instruments and Exchange Law (Cabinet Order No. 321 of 1965, as amended; the “Enforcement Order”) occurs, the Offeror may withdraw the Tender Offer. When withdrawing the Tender Offer, the Offeror will issue an electronic public notice and publish to that effect in the Nihon Keizai Shimbun. However, if it is difficult to issue a notice by the last day of the tender offer period, the Offeror will make an announcement pursuant to Article 20 of the Cabinet Office Ordinance with respect to Disclosure of a Tender Offer for Shares by an Offeror other than the Issuing Offeror (Ministry of Finance Ordinance No. 38, 1990, as amended; the “Cabinet Ordinance”), and then immediately issue public notice.

(iii) Terms and conditions for reducing the tender offer price, and procedure for disclosing the reduction

In accordance with Article 27-6, Paragraph 1, Item 1, of the Law, if the Target Company performs any act listed in Article 13, Paragraph 1 of the Enforcement Order during the tender offer period, the Offeror may reduce the tender offer price pursuant to the standards listed in Article 19, Paragraph 1 of the Cabinet Ordinance. When reducing the tender offer price, the Offeror will issue an electronic public notice and publish to that effect in the Nihon Keizai Shimbun. However, if it is difficult to give notice by the last day of the tender offer period, the Offeror will make an announcement pursuant to Article 20 of the Cabinet Ordinance, and then immediately issue public notice. If the tender offer price is reduced, the Offeror will purchase shares tendered before the day that public notice is issued at that reduced tender offer price.

(iv) Matters regarding a tendering shareholder’s right to cancel the agreement

A tendering shareholder may cancel an agreement regarding the Tender Offer at any time during the tender offer period. When cancelling an agreement through the Tender Offer Agent, tendering shareholders are requested to deliver or send a document specifying that they intend to cancel an agreement regarding the Tender Offer, with a tender receipt attached, (the “Cancellation Document”) to the Tender Offer Agent’s head office or domestic branch office where they applied for the Tender Offer, by 3:30 p.m. on the last day of the tender offer period. A Cancellation Document that is sent must arrive at the Tender Offer Agent by 3:30 p.m. of the last day of the tender offer period. When cancelling an agreement made through Joinvest Securities Co., Ltd. as the Sub-Agent, a tendering shareholder should complete the cancellation procedures listed on Joinvest’s website (https://www.joinvest.jp/) by 3:30 p.m. on the last day of the tender offer period. The Offeror will not claim any damages or penalty against tendering shareholders who cancel the agreement. The Offeror will bear the expense for returning the tendered shares.

(v) Procedure for disclosing amendments to the Tender Offer terms and conditions

When amending any of the Tender Offer terms or conditions, the Offeror will issue an electronic public notice on the details of the amendment and publish to that effect in the Nihon Keizai Shimbun. However, if it is difficult to issue a notice by the last day of the tender offer period, the Offeror will make an announcement pursuant to Article 20 of the Cabinet Ordinance, and then immediately issue public notice. If any of the Tender Offer terms or conditions is amended, the Offeror will purchase shares tendered before the public notice on that amended condition.

(vi) Procedure for disclosing the filing of amendment report

If the Offeror filed an amendment report with the director of the Kanto Local Finance Bureau, the Offeror will immediately announce amendments relating to the matters listed in the public notice of the commencement of the Tender Offer included in the matters listed in the amendment report, pursuant to Article 20 of the Cabinet Ordinance. The Offeror will immediately amend the tender offer explanatory statement and deliver an amended tender offer explanatory statement to any tendering shareholder who has already received a tender offer explanatory statement. However, if amendments have only been made to a limited extent, the Offeror may prepare a document stating the reason for, and the details of, the amendment (both before and after the amendment), and deliver that document to the tendering shareholder.

(vii) Procedure for disclosing the result of the Tender Offer

The Offeror will announce the result of the Tender Offer on the day following the last day of the tender offer period, pursuant to Article 9-4 of the Enforcement Order and Article 30-2 of the Cabinet Ordinance.

(10) Date of Public Notice of Commencement of the Tender Offer

September 14, 2009 (Monday)

(11) Tender Offer Agent

Nomura Securities Co., Ltd.						9-1 Nihonbashi 1-chome, Chuo-ku, Tokyo
Joinvest Securities Co., Ltd. (Sub-Agent)						15-1 Konan 2-chome, Minato-ku, Tokyo

3. Policy after the Tender Offer and Prospects for the Future

Please refer to 1. Purposes of the Tender Offer for the policy after the Tender Offer.

4. Other Information

(1) Agreement between the Offeror and the Target Company or its Officer

(i) Agreement between the Offeror and the Target Company or its Officer

The Offeror entered into engagement agreements respectively with Mr. Yoshino, Mr. Osaki, and Mr. Nakata, regarding matters including the assumption of office as directors of the Offeror after the Tender Offer, by which the Offeror appoints (i) Mr. Yoshino and Mr. Osaki to act as directors of the Offeror (including New Company, the same applies throughout this Paragraph (1)), the same applies throughout this Paragraph (i)) from the date of appointment as directors of the Offeror after the completion of the Tender Offer, (ii) Mr. Nakata to act as director of the New Company after the Merger, and (iii) Mr. Yoshino, Mr. Osaki and Mr. Nakata to remain in the office of and act as directors of the Target Company after the completion of the Tender Offer. Mr. Yoshino and Mr. Osaki expressed their acceptance of the appointment by the Offeror of (i) and (iii) above, and Mr. Nakata expressed his acceptance of the appointment by the Offeror of (ii) and (iii) above, each on the condition that the Tender Offer is approved by resolution at a meeting of the board of directors of the Target Company where the officers of the Target Company excluding Mr. Yoshino, Mr. Osaki and Mr. Nakata and other interested persons are present.

The engagement agreements detailed above provide that (i) the total amount of remuneration to be received by Mr. Yoshino as director of the Offeror and as director of the Target Company, (ii) the total amount of remuneration to be received by Mr. Osaki as director of the Offeror and as director of the Target Company, and (iii) the total amount of remuneration to be received by Mr. Nakata as director of the New Company and as director of the Target Company is limited to 100 million yen per annum, respectively, and that the Offeror will separately determine the specific amount of remuneration upon agreement with Mr. Yoshino, Mr. Osaki, and Mr. Nakata. The engagement agreement also provides that the Offeror requests Mr. Yoshino, Mr. Osaki, and Mr. Nakata to jointly and severally guarantee the Offeror’s obligations under the Acquisition Loans Agreement in accordance with the Acquisition Loans Agreement, and that Mr. Yoshino, Mr. Osaki, and Mr. Nakata accept the request.

Please refer to (3) Background of and Reasons for Conducting the Tender Offer, and Policy After the Tender Offer in 1. Purpose of the Tender Offer for information regarding the decision-making process leading to the Tender Offer and to (5) Measures to Ensure Fairness of Purchase Price and Measures to Avoid Conflicts of Interest in 1. Purpose of the Tender Offer for information regarding specific measures to avoid conflicts of interest.

(2) Other Information Necessary for Investors to Decide on Tender

The Offeror, Quantum Leaps, and the Investors have entered into the Investment Agreement. Please refer to (4) Agreements on the Tender Offer in 1. Purposes of the Tender Offer for a summary of the Investment Agreement.

—End of notice—

Restrictions on insider trading

Please note that a person who had access to information included in this press release may be prohibited from purchasing shares in YOSHIMOTO KOGYO CO., LTD. within 12 hours of the publication of this press release (the time of announcement on the Tokyo Stock Exchange’s Company Announcements Disclosure Service in the afternoon on September 11, 2009) as a primary recipient of the information regarding the restrictions on insider trading (naibusha-torihiki) under Article 167, Paragraph 3, of the Financial Instruments and Exchange Law and Article 30 of the Enforcement Order. Please understand that the Company will not bear any criminal, civil or administrative liability due to the purchase by the recipient.

Restrictions on solicitation

This press release is prepared for the purpose of announcing the Tender Offer to the public, not for the purpose of solicitation of sale. Shareholders are requested to apply for sale at their own discretion after reading the tender offer explanatory statement about the Tender Offer carefully. This press release is not considered an application or a solicitation for the sale of, or a solicitation for application for the purchase of, the securities, nor does it constitute a part of these acts. This press release (or any part of this press release) or the distribution of it does not serve as a basis for any agreement on the Tender Offer, and cannot be used as a base for the execution of an agreement.

Prospects for the Future

This press release includes prospects for the Company’s business development based on the management’s judgment upon acquiring the shares in YOSHIMOTO KOGYO CO., LTD. The actual result may be considerably different from those prospects due to various factors.

Foreign Countries

The announcement, issue or distribution of this press release may be subject to legal restrictions in certain countries or regions. If so, please pay attention to, and follow, those restrictions. In countries or regions where the implementation of the Tender Offer is illegal, receipt of this press release or its translation is not considered application for the purchase or solicitation for sale of shares regarding the Tender Offer, but simply considered to be a distribution of materials for information purposes.

Send this news item to a friend.

Print This Page