June 11, 2010
For Immediate Release
MACROMILL, INC.
Company Representative: Tetsuya Sugimoto, Chairman and President(Code no.: 3730, First Section of Tokyo Stock Exchange)
Contact for further information:
Yasuhiro Kihara, Chief Financial Officer and Senior Executive Officer
TEL: +81-3-6716-0700

Announcing the Signing of Absorption-Type Demerger Agreement for
MACROMILL, INC. to Acquire Market Research Business ofYahoo Japan Value Insight Corporation (a Yahoo Subsidiary)

MACROMILL, INC. (the “Company”) announced on April 19, 2010, the start of serious discussions onthe management integration between the Company and Yahoo Japan Value Insight Corporation (aconsolidated subsidiary of Yahoo Japan Corporation, “YVI”). In this connection, the Company hereby
announces that the Company and YVI resolved at a meeting of the Board of Directors held on June 11,2010, that, effective as of August 1, 2010, the Company will take over the marketing research business ofYVI (“the demerged entity”) through a demerger and concluded an Absorption-type Demerger
Agreement. Details are as follows:
Also, on June 11, 2010, the Company published press releases, “Announcing Establishment of aBusiness Alliance with Yahoo Japan Corporation” and “Announcing Changes of Largest Shareholder(Principal Shareholder) and Other Affiliates.” Please refer to them.
1. Background and objectives of the demerger
Online research forming part of the services provided by the Company and YVI has become the mostactively used means of research in Japanese marketing research since 2005, and the market size wasestimated to have grown to approximately 40 billion yen by 2008. Meanwhile, the economic
slowdown that began in the fall of 2008 caused a temporary decline in the demand of Japanesecompanies for research activities. At the same time, competition in the industry intensified, making it
critical for both companies to take steps to improve and maintain the sales growth and businessprofitability in the online research market.
In response, the Company will take over the marketing research business of YVI and combine theCompany's skills in system development and sales with YVI’s ability to propose solutions so as tomaximize synergy and improve the competitiveness and quality of the services. The Company also
aims to enhance its corporate value and expand business activities through the integration ofcustomers’ assets, improved efficiency of business management, and improvement of functions suchas sales promotion. By achieving more efficient and extensive online research of higher quality thanever and expanding its product lines, the Company plans to provide services for a one-stop solution toincreasingly advanced and complex corporate marketing issues.

-1-2. Summary of the demerger(1) Schedule for the demerger
Date of basic agreement
April 19, 2010 (*1)
Date of resolution of the Board of Directors
June 11, 2010
Date of signing of agreement
June 11, 2010
Scheduled effective dateAugust 1, 2010 (plan) (*2)
*1. Refer to the announcement made on April 19, 2010, on the start of serious discussions on themanagement integration between the Company and Yahoo Japan Value Insight Corporation.
*2. This demerger corresponds to the simplified absorption-type demerger specified in Article
796-3 of the Companies Act on the part of the Company, which is executed without approvalof the general meeting of shareholders for the Absorption-type Demerger Agreement.
(2) Method of the demerger
This absorption-type demerger will have YVI as the demerging entity and Macromill, Inc. as theacquiring entity.
While considering various schemes as a form of management integration with YVI, the businessesof YVI other than marketing research (*) were found to be largely irrelevant to the business of theCompany. As a result of consultations, the companies have decided to demerge YVI and allow
Macromill to take over only the marketing research business of YVI under the reorganization
scheme.
Yahoo Japan Corporation has notified the Company that YVI will spin off its businesses other thanmarketing research as subsidiaries and act only as a shareholding company, and the company
name will accordingly change after August 1, 2010, on which the demerger is scheduled.
* Assessment of online advertising, Website assessment, filter function improvement, andoperations associated with these businesses.
(3) Share allotment in connection with the demerger
The Company will issue and allot 22,992 shares of new common stock to YVI in compensation
for the demerged entity.
(4) Treatment of subscription rights to shares and bonds with share option associated with thedemerger
Subscription rights to shares and bonds with share options issued by YVI will be excluded fromthis demerger and thus, will not be acquired by the Company.
YVI has not issued any bonds with share options.
(5) Changes in the amount of capital due to the demerger
The capital of the Company will not increase as a result of the demerger.
(6) Rights and obligations passing to the acquiring entity
The Company will acquire the rights and obligations associated with the assets, contractual
statuses, and other matters involved in the business that are considered necessary for the executionof the demerged entity passed from YVI.
(7) Prospect of performance of obligations
The Company considers that there is no problem with the certainty of the performance of theinherited obligations maturing after the effective date of the demerger.

-2-3. Basis of calculation of share allotment in connection with the demerger(1) Basis of calculation
To ensure the fairness of the calculation of the number of share allotted in the demerger, theCompany had A.G.S. Consulting Co., Ltd. (“AGS”) and YVI had Daiwa Institute of Research Ltd.
(“Daiwa Research”) calculate the number of shares to be allotted and received a report from each
respective advisor
Because the Company is publicly traded, AGS used the market stock price method to evaluate theCompany and used the discounted cash flow method (“the DCF method”) to complement themarket stock price method. Meanwhile, the DCF method was used to assess the demerged entity
as it has no market stock price. The comparable peer company analysis was not used to evaluate
the Company and the demerged entity due to a lack of publicly traded companies in businesses
similar to those of the Company and the demerged entity to make up a sample.
The following summarizes the results of the calculation performed by AGS.
Method used

The number of shares allocated to the demerged entity

Market stock price method/DCF method

20,161 – 24,567 shares

DCF method/DCF method

17,491 – 23,900 shares

While the market stock price method involves the risk of arbitrariness in the pricing process as themarket stock price at a certain point in time is used, the average market stock price over a long
period of time may fail to accurately express the market stock price, which takes into account thecurrent profit level and other factors. For this reason, the average closing stock prices of the past
one month, three months, and six months from the reference date of April 16, 2010 were used asreasonable periods of time before the announcement of important matters such as management
integration.
On the assumption that the Company and the demerged entity are a going concern and a going
business, respectively, the DCF method used the future cash flow based on the business plans of
the Company and the demerged entity, which is discounted to the present value at a given discountrate for the calculation. No substantial increase or decrease is expected based on the profit plans
used as the basis.
AGS made a number of assumptions such as that the information provided by the two companies
for the calculation of the number of shares to be allotted and publically disclosed information wasaccurate and complete and that there were no facts undisclosed to AGS, which may have had asignificant effect on the calculation of the number of shares to be allotted. Further, AGS has notindependently verified the accuracy and completeness of such assumptions and the individual
assets and liabilities. The financial outlook of the Company and the demerged entity is assumed tohave been prepared and developed rationally based on the best forecasts and assessment that canbe obtained from the two companies.
Meanwhile, YVI has described to the Company the results of the calculation performed by Daiwa
Research that YVI used for reference as follows:
Daiwa Research used the market stock price method and DCF method for the evaluation of theCompany being a publically traded company and the comparable peer company analysis and DCF
method for the assessment of the demerged entity. The results of the market stock price analysis of
the Company and the comparable peer company analysis of the demerged entity and those of theDCF analysis of both companies were compared to calculate the number of shares to be allotted.
The market stock price method used the average closing stock prices of the past one month, threemonths, and six months from the reference date of June 4, 2010.
The comparable peer company analysis comprised a comparative analysis of the demerged entityand publically traded companies operating businesses similar to that of the demerged entity.
The DCF method performed the calculation by discounting the future cash flow based on thebusiness plans of the Company and the demerged entity to the present value at a certain discountrate.
-3-(2) Background to the calculation
As stated above, the Company requested AGS and YVI requested Daiwa Research to calculate thenumber of shares to be allotted in the demerger, and, based on the results submitted by these thirdparties, comprehensively considered such factors as the financial positions, asset condition, andfuture prospects of the Company and the demerged entity, and carefully discussed the number ofshares to be allotted. Consequently, the two companies finally agreed on June 11, 2010, that thenumbers of shares presented above, which were within the range of the assessments made by
those third parties, were appropriate for the allotment.
(3) Relationships with the organizations performing the calculation
Neither AGS nor Daiwa Research is affiliated with the Company and YVI and has no significant
and noteworthy interest in the demerger.
(4) Possibility of delisting and the reasons
Not applicable(5) Measures to ensure fairness
Each of the two companies was to request an independent third party to analyze the number ofshares to be allotted and received the results of the analysis. Neither company has obtained afairness opinion from the third party that performed the calculation. The companies accordingly
decided to carry out careful examinations, negotiations, and consultations using the results of theanalysis as a reference and implement the demerger based on the number of allocated sharesagreed upon as a result of this process.
(6) Measures to prevent a conflict of interest
There are matters corresponding to a conflict of interest in this demerger.

-4-4. Summary of the parties to the demerger
Successor company

Split company
Yahoo Japan Value Insight(1) Trade nameMacromill, Inc.
Corporation
2-16-1 Konan, Minato-ku, Tokyo,
1-38-1 Chuo, Nakano-ku, Tokyo,(2) Location
JapanJapan
Title/ Name ofTetsuya Sugimoto,Shin Tanabe,(3)representative
Chairman & President
President & CEO• Online marketing research• Planning, designing, surveys, data
(marketing research using online
collection, analysis, and reports forpanels)
online research• Mobile marketing research• Planning, designing, surveys, data
(marketing research by mobile
collection, analysis, and reports forphones)
conventional research (group• Global marketing researchinterviews, venue surveys, etc.)(international marketing research• Analysis of frequency and meanings
using online panels)of text mining (free answers)• Consumer buying patterns research • Data mining of website access log(4) Businessand consumer buying data (QPR™) data and analysis of links with
• ASP business based on thesurveys
proprietary, Internet-driven• Data mining of purchase history
Automatic Internet Researchdata and analysis of links with
System (AIRs)
surveys• Internet marketing research• Marketing consulting for products,planning/design and creation ofservices, brands, and prices
analytical reports• Other research services (qualitative
research, etc.) and marketing
consulting
1,597 million yen
700 million yen(5) Capitalization(as of June 1, 2010)(as of December 31, 2009)(6) Date of incorporation January 31, 2000
July 10,1996
Number of shares
138,586
13,402(7)
issued(as of June 1, 2010)(as of December 31, 2009)(8) Fiscal-year end
June 30
December 31
Number of employees 297
327 (*1)(9)(consolidated)(as of March 31, 2010)(as of March 31, 2010)(10) Major clients
General customers, corporations, etc. General customers, corporations, etc.
The Bank of Tokyo-Mitsubishi UFJ,Ltd.
The Bank of Tokyo-Mitsubishi UFJ,(11) Major bankers
Sumitomo Mitsui Banking
Ltd.
CorporationMizuho Bank, Ltd.
Vanilla Sky Co., Ltd.:
8.66%
Satoru Shibata:
7.61%
Yahoo Japan Corporation:
7.49% Yahoo Japan Corporation: 76.89%
Major shareholders andMasaki Otani:
11.65%(12)
Japan Trustee Services Bank, Ltd.
shareholdings(*3)(account in trust):
7.43%
Tetsuya Sugimoto:
3.74%
(*2)

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(13) Relationships among the companies
Yahoo Japan Corporation, the parent company of YVI, holds 10,000 shares
Capital relationshipof common stock of the Company as a result of a capital increase throughprivate placement, for which payment was completed on June 1, 2010.
There is no notable personnel relationship between the Company and the newcompany. There is no notable personnel relationship between the related
Personnel relationshipparties and affiliated companies of the Company and the related parties andaffiliated companies of the new company.
There is no notable business relationship between the Company and the newcompany. There is no notable business relationship between the related
Business relationshipparties and affiliated companies of the Company and the related parties andaffiliated companies of the new company.
The new company is not a related party of the Company. The related parties
Related parties
and affiliated companies of the new company are not related parties of theCompany.
(14) Results of operations and financial positions in the last three years(Million yen)Yahoo Japan Value Insight
Macromill, Inc. (consolidated)
Corporation (non-consolidated)
Fiscal-year end
Jun. 07
Jun. 08
Jun. 09
Dec. 07
Dec. 08
Dec. 09
Net assets
4,992
5,841
5,909
2,080
2,251
2,452
Total assets
6,330
7,350
7,249
2,722
3,132
3,149
Net assets per share (yen)35,953.11 41,952.87 44,088.29 155,791.24 168,564.56 183,701.59
Net sales
6,392
7,4137,755
4,084
4,995
4,869
Operating income
1,969
2,154
1,745
225
363
323
Ordinary income
1,984
2,157
1,753
229
369
338
Net income
1,056
1,167941132
171
202
Net income per share (yen)8,293.19
9,084.89
7,431.26 11,158.23 12,773.32 15,137.03
Dividends per share
2,600
2,800
3,300
–––
*1 The figures for YVI represent non-consolidated results.
*2. Macromill, Inc. holds 5,026 shares of treasury stock, but is not included among the large
shareholders. The shareholding has been calculated after subtracting the 5,026 shares of treasurystock.
One large shareholder, Vanilla Sky Co., Ltd. is a corporation in which Tetsuya Sugimoto, Chairman& President of Macromill, Inc., concurrently holds the position of representative director.
The large shareholder ranking has been determined based on the share register as of December 31,
2009, in addition o 10,000 shares of common stock issued to Yahoo Japan Corporation for the capitalincrease through private placement, for which payment was completed on June 1, 2010.
*3 YVI holds 50 shares of treasury stock. The shareholding has been calculated after subtracting the 50
shares of treasury stock.
5. Overview of the demerged entity(1) Description of the business of the demerged entity
The demerged entity is the marketing research business of YVI.
(2) Operating results of the demerged entity (for the period ended December 31, 2009)(Million yen)
Net sales

Demerged entity
4,346

-6-

YVI (demerging entity)
4,869

(3) Items of assets and liabilities and their book values to be acquired (as of March 31, 2010)(Million yen)
AssetsCurrent assets
Fixed assets
Total

Liabilities
2,668 Current liabilities
653 Fixed liabilities
3,322 Total

811
0811

6. Status of the listed company after the demerger(1) Trade name(2) Location
Title/ Name of(3)representative(4) Business

(5)
(6)
(7)
(8)

Capitalization
Fiscal-year end
Net assets
Total assets

Macromill, Inc.
2-16-1 Konan, Minato-ku, Tokyo, Japan
Tetsuya Sugimoto, Chairman & President• Online marketing research (marketing research using online panels)• Mobile marketing research (marketing research by mobile phones)• Global marketing research (international marketing research using onlinepanels)• Consumer buying patterns research and consumer buying data (QPR™)• ASP business based on the proprietary, Internet-driven Automatic Internet
Research System (AIRs)• Internet marketing research planning/design and creation of analytical reports• Other research services (qualitative research, etc.) and marketing consulting
1,597 million yen
June 30
TBD
TBD

7. Overview of accounting procedures
Accounting procedures in which the acquiring company is Macromill, Inc. will be applied. The
possibility of recognizing goodwill is being examined at present and will be announced when details
are confirmed.
8. Future prospects
This demerger will not affect the results of the term ending June 2010 as it is scheduled to take place
on August 1, 2010. The cost of the integration and results of the term ending June 2011 are being
examined at present and will be announced by the time of the announcement of the results of the term
ending June 2010.
(Reference) Consolidated results forecast for the current year (as announced on August 14, 2009) andthe consolidated results of the previous year

Forecasts for results of the current year
(ending June 30, 2010)
Results of the previous year
(ended June 30, 2009)

Consolidated
net sales

Consolidated
operatingincomeConsolidated
ordinary
incomeConsolidated
net income

8,067

2,008

2,058

1,139

7,755

1,745

1,753

941
(Million yen)

-7-