December 16, 2009
(Translated from the Japanese original)
Company Name:
URL:
Representative:
Stock Listing:Stock Code:Contact:
Phone:

IT Holdings Corporation
http://www.itholdings.co.jp/e/Susumu Okamoto, President
First Section of the Tokyo Stock Exchange
3626
Iwao Sakuma, General Manager,
Public Relations Department+81-3-6738-7557 (in Japan, 03-6738-7557)

Notice regarding Completion of Tender Offer for Shares of SORUN CORPORATION
and Changes in Subsidiaries
Previously, on November 10, 2009, the Board of Directors of IT Holdings Corporation (hereafter, the“Company”) passed a resolution to acquire shares of SORUN CORPORATION (securities code: 9750, First
Section of the Tokyo Stock Exchange; hereafter, the “Target”) through a tender offer (hereafter, the “Tender
Offer”). The Company hereby gives notice that the Tender Offer, presented on November 13, 2009, wasconcluded on December 15, 2009.
The Company also takes this opportunity to announce its intention to turn the Target into a consolidated
subsidiary, based on the outcome of the Tender Offer.
I. Results of the Tender Offer
1. Summary of the Tender Offer(1) Tender Offeror and Registered Address: IT Holdings Corporation
5-5 Ushijima-shinmachi, Toyama(2) Name of the Target : SORUN CORPORATION(3) Class of shares purchased : Common shares(4) Number of Shares to Be Purchased(1) Intended number ofClass of sharesshares to be purchased
SharesShare acquisition rights
Bonds with share acquisitionrightsTrust beneficiary certificatesfor shares and other securities
Depository receipts forshares and other securities
Total(Total number of potential
shares)(2) Minimum number ofshares to be purchased(3) Maximum number ofshares to be purchased

26,069,756 shares

14,992,565 shares― shares― shares― shares― shares― shares― shares― shares― shares― shares― shares― shares― shares― shares26,069,756 shares

14,992,565 shares― shares― shares― shares― shares1Notes: 1. If the total number of tendered shares does not meet the minimum number of shares to be purchased(14,992,565 shares), the Company will not purchase any tendered shares. If the number of tenderedshares meets or exceeds the minimum number of shares to be purchased, the Company will purchase
all tendered shares.
2. Shareholdings less than one unit of stock are also subject to the Tender Offer. If shareholders
exercise their right to have the Target purchase shareholdings less than one unit of stock, pursuant to
the Company Law, the Target may purchase such shares during the Tender Offer Period in
accordance with the procedures provided in the relevant laws and regulations.
3. The Company does not plan to purchase treasury stock held by the Target through the Tender Offer.
(5) Tender Offer Period(i) Initial Tender Offer Period at the Time of Filing
For twenty-two (22) business days starting from Friday, November 13, 2009 and ending on Tuesday,
December 15, 2009(ii) Possibility of Extension upon Request of the Target
Under Article 27-10 (3) of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as
amended; hereafter, “FIEL”), the tender offer period (hereafter the “Tender Offer Period”) is extended to aperiod of thirty (30) business days, which ends on Monday, December 28, 2009, if the Target submits aposition statement containing a request to extend the Tender Offer Period.
(6) Tender Offer Price¥790 per common share
2. Outcome of the Tender Offer(1) Success or Failure of the Tender Offer
Because the total number of tendered shares (23,863,314 shares) exceeded the stated minimum numberof shares to be purchased (14,992,565 shares), the Company will, as written in Notice on theCommencement of Tender Offer and Application for Tender Offer, purchase all tendered shares.
(2) Date and Newspaper of Record for Announcing Results of the Tender Offer
In accordance with provisions set forth in Article 27-13 Paragraph 1 of FIEL, the outcome of the Tender
Offer was disclosed to the media on December 16, 2009, through Tokyo Stock Exchange, Inc., using themethod described in Article 9-4 of the Enforcement Ordinance of the Financial Instruments andExchange Law (Government Ordinance No. 321 of 1965 and subsequent amendments) and Article 30-2of the Cabinet Office Ordinance Concerning Disclosure of a Tender Offer for Shares by a Party otherthan the Issuer (Ministry of Finance Ordinance No. 38 of 1990 and subsequent amendments).

2(3) Number of Purchased SharesClass of Shares
SharesNumber Tendered(Converted into Shares)

Number Acquired(Converted into Shares)

23,863,314 shares

23,863,314 shares

Share acquisition rights― shares― shares

Bonds with share acquisitionrights― shares― shares

Trust beneficiary certificatesfor shares and other securities― shares― shares

Depository receipts for sharesand other securities― shares― shares23,863,314 shares

23,863,314 shares―（― shares）

Total(Total number of potential
shares)(4) Changes in shareholding ratio after the Tender Offer
Number of voting rights
represented by shares held by the― rights Shareholding ratio prior to the Tender Offer ― %Company prior to the Tender Offer
Number of voting rights
represented by shares held by― rights Shareholding ratio prior to the Tender Offer ― %specially related parties prior to theTender Offer
Number of voting rights
represented by the shares held by
238,633 rights Shareholding ratio after the Tender Offer 91.54%
the Company after the Tender Offer
Number of voting rights
represented by shares held by― rights Shareholding ratio after the Tender Offer ― %specially related parties after theTender Offer
Number of voting rights of allshareholders in the Target

260,148 rights

Notes: 1. The “Number of voting rights of all shareholders in the Target” indicates the number of voting rights
of all shareholders as of September 30, 2009, as provided in the report for the second quarter of the39th term submitted by the Target on November 13, 2009 (one unit of stock being 100 shares).
However, since shares less than one unit are also subject to the Tender Offer, the “Number of voting
rights of all shareholders of the Target” (260,697 rights) included shares less than one unit (549
rights) represented by 54,956 shares (54,985 shares less than one unit, as provided in the report forthe second quarter of the 39th term, minus 29 shares of treasury stock owned by the Target as of
September 30, 2009 ), in calculating the “Shareholding ratio prior to the Tender Offer” and the“Shareholding ratio after the Tender Offer.”
2. With respect to “Shareholding ratio after the Tender Offer,” figures are rounded up or down to thesecond decimal place.
(5) Calculation method for settlement on a pro rata basis
Not applicable3(6) Settlement Method(i) Name and registered address of the principal office of the financial instruments business operator or bank incharge of settlement
Nomura Securities, Co., Ltd.
9-1, Nihonbashi 1-chome, Chuo-ku, Tokyo(ii) Commencement date of settlement
Tuesday, December 22, 2009(iii) Settlement Method
Promptly after the end of the Tender Offer Period, a notice of purchase through tender offer will be sent tothe addresses of tendering shareholders (or to the standing proxies in the case of foreign shareholders), except
those tendering shareholders who have tendered their shares through Nomura Joy, the specialized Internet
services provided by the tender offer agent). If shareholders tender their shares through Nomura Joy,
purchases are made in the manner provided at the website of Nomura Joy (https://www.nomurajoy.jp/). The
purchase is to be settled in cash. The tendering shareholders may receive the sales price of shares tendered in
the Tender Offer in the manner that the tendering shareholders designate, such as wire transfer (provided thatwire transfer fees may be applicable).
3. Policy Following the Tender Offer and Outlook
Policy and outlook are unchanged from the content presented in “Notice of Commencement of Tender
Offer for Shares in SORUN CORPORATION,” released November 10, 2009.
4. Locations Where Copies of the Tender Offer Report Are Made Available for Inspection
Tokyo Head Office of IT Holdings Corporation
Hibiya Daibiru
2-2, Uchisaiwaicho 1-chome, Chiyoda-ku, Tokyo
Tokyo Stock Exchange, Inc.
2-1, Nihonbashi Kabutocho, Chuo-ku, Tokyo
II. Change to Subsidiary Status
1. Background
The outcome of the Tender Offer has given the Company a 91.54% share of voting rights in the Target, and theCompany intends to turn the Target into a consolidated subsidiary, as of December 22, 2009.
When the Target becomes a subsidiary of the Company, the subsidiaries of the Target will become membersof the IT Holdings Group. Principal subsidiaries of the Target include the following companies.
2. Outline of Incoming Consolidated Company (SORUN CORPORATION)(1)Name
SORUN CORPORATION(2)Registered address
11-24, Mita 3-chome, Minato-ku, Tokyo
Name and title of
Masaki Chitose, President and Representative Director(3)
representative
Businesses
System consulting, engineering services, outsourcing services, e-business(4)
support, information security services and package sales(5)
Paid-in capital¥6,878 million (as of March 31, 2009)(6)
Date of incorporation
June 5, 1970
SORUN CORPORATION
11.31%
Junji Kitagawa
7.87%
Masaki Chitose
7.30%
Major shareholders and Japan Trustee Services Bank, Ltd. Trust Account
6.26%
shareholding ratios
SORUN
Employee
Stock
Ownership
Committee
5.14%(7)(As of September 30,
Otsuka Corporation
3.40%
2009)
The Master Trust Bank of Japan, Ltd. Trust Account
2.16%
Meiji Yasuda Life Insurance Company(Standing proxy: Trust & Custody Services Bank,
1.90%
Ltd.)

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The Hachijuni Bank, Ltd.
(Standing proxy: The Master Trust Bank of Japan,
1.81%
Ltd.)
Japan Trustee Services Bank, Ltd. Trust Account 4
1.41%
There is no notable capital relationship between the
Company and the subject company. There is no notable
Capitalcapital relationship between affiliates and affiliatedRelationshipcompanies of the Company and affiliates and affiliatedcompanies of the subject company.

(8)

Relationships between
the Company and thesubject company

Personal
Relationships

There are no notable personal relationships between
members of the Company and the subject company. There
are no notable personal relationships between members ofaffiliates and affiliated companies of the Company andaffiliates and affiliated companies of the subject company.

Business
Relationship

TIS, the wholly owned subsidiary of the Company,
outsources software development to the subject company.

(9)

Consolidated performance and financial position for the past three years (¥)
Fiscal years ended March 31
March 2007
March 2008
Net assets
19,026 million
17,795 million
Total assets
35,614 million
31,778 million
Net assets per share
616.26617.06
Net sales
62,115 million
66,317 million
Operating income
3,046 million
2,393 million
Recurring profit
3,013 million
2,319 million
Net income
1,237 million
971 million
Net income per share
42.70
33.88
Dividends per share
20.00
22.00

March 200918,329 million
30,747 million
658.51
61,402 million
3,252 million
3,176 million
1,885 million
68.07
22.00

3. Number of Acquired Shares, Acquisition Price, and Number of Shares Held by the Company Prior to/after theAcquisition―sharesNumber of shares held
（Number of voting rights: ― rights）(1)
prior to the change（Shareholding ratio: ―%）23,863,314 shares
Number of shares（Number of voting rights: 238,633 rights）(2)
acquired（Acquisition price: ¥18,852 million）
23,863,314 shares
Number of shares held
（Number of voting rights: 238,633 rights）(3)
after the change（Shareholding ratio: 81.18%）
Notes: 1. The above shareholding ratio was calculated using a denominator based on the number of issued
shares (29,397,185 shares), as of November 13, 2009, as described in the report for the second
quarter of the 39th term submitted by the Target on November 13, 2009.
2. In calculating shareholding ratios, figures are rounded up or down to the second decimal place.
4. Outline of Principal Subsidiaries of SORUN Coming into the IT Holdings Group
1) SORUN HOKKAIDO CORPORATION(1)Name
SORUN HOKKAIDO CORPORATION(2)Registered address
3, Minami 1-jo Higashi 1-chome, Chuo-ku, Sapporo
Name and title of(3)
Haruo Kawajiri, President and Representative Director
representative

5

(4)

Businesses

(5)
(6)

Paid-in capital
Date of incorporation
Major shareholder andshareholding ratio(As of September 30, 2009)(7)

Relationships between the
Company and the subject
company(8)(9)

Computer software development, computer system operation
management, consulting services, data entry services, original packaged
software sales, sale of office automation equipment and miscellaneous
office automation products, temporary staffing services¥30 million (as of September 30, 2009)
June 3, 1985
SORUN CORPORATION, 100%
There are no notable capital, personal or business relationships between
the Company and the subject company. There are no notable capital,
personal or business relationships between affiliates and affiliatedcompanies of the Company and affiliates and affiliated companies of thesubject company.

Most recent consolidated performance (¥)
Fiscal year ended March 31, 2009

Net assets
Total assets
Net assets per share
Net sales
Operating income
Recurring profit
Net income

105 million
272 million
58,742.73
890 million
18 million
18 million
31 million

2) SORUN KYUSHU CORPORATION(1)Name
SORUN KYUSHU CORPORATION(2)Registered address
10-1, Kamigofukumachi, Hakata-ku, Fukuoka
Name and title of(3)
Joji Ito, President and Representative Director
representative
Software development, information processing services, system-related(4)
Businesses
services, system equipment sales(5)
Paid-in capital¥60 million (as of September 30, 2009)(6)
Date of incorporation
April 2, 1988
Major shareholder and(7)
shareholding ratio
SORUN CORPORATION, 100%
(As of September 30, 2009)
There are no notable capital, personal or business relationships between
Relationships between the
the Company and the subject company. There are no notable capital,(8)
Company and the subject
personal or business relationships between affiliates and affiliatedcompany
companies of the Company and affiliates and affiliated companies of thesubject company.
(9)

Most recent consolidated performance (¥)
Fiscal year ended March 31, 2009

Net assets
Total assets
Net assets per share
Net sales
Operating income
Recurring profit
Net income

169 million
669 million
141,272.44
1,821 million
38 million
34 million
17 million

3) SORUN TOHOKU CORPORATION(1)Name
SORUN TOHOKU CORPORATION(2)Registered address
Odakyu Sendai Higashi-guchi Building

6

2-26, Shintera 1-chome, Wakabayashi-ku, Sendai(3)

Name and title ofrepresentative(4)

Businesses

(5)
(6)

Paid-in capital
Date of incorporation
Major shareholder andshareholding ratio(As of September 30, 2009)

(7)

(8)

(9)

Relationships between the
Company and the subject
company

Masaki Kimura, President and Representative Director
Software development, information processing services, system-related
services, system equipment sales¥100 million (as of September 30, 2009)
October 1, 1990
SORUN CORPORATION, 100%
There are no notable capital, personal or business relationships between
the Company and the subject company. There are no notable capital,
personal or business relationships between affiliates and affiliatedcompanies of the Company and affiliates and affiliated companies of thesubject company.

Most recent consolidated performance (¥)
Fiscal year ended March 31, 2009

Net assets
Total assets
Net assets per share
Net sales
Operating income
Recurring profit
Net income4) SORUN CHINA CO., LTD.
(1)
Name
(2)
Registered address
Name and title of(3)
representative(4)
Businesses(5)Paid-in capital(6)
Date of incorporation
Major shareholders and(7)
shareholding ratios(As of September 30, 2009)(8)

Relationships between the
Company and the subject
company

344 million
619 million
70,106.32
1,339 million
75 million
76 million
122 million
SORUN CHINA CO., LTD.
11-24, Mita 3-chome, Minato-ku, Tokyo
Yoshitoshi Mizuya, President and Representative Director
Japanese office providing support for software development in China¥105 million (as of September 30, 2009)
November 1, 1986
SORUN CORPORATION, 72.6%
Beijing University of Technology, 13.7%
Beijing International Trade Research Institute, 13.7%
There are no notable capital, personal or business relationships between
the Company and the subject company. There are no notable capital,
personal or business relationships between affiliates and affiliatedcompanies of the Company and affiliates and affiliated companies of thesubject company.

(9)

Most recent consolidated performance (¥)
Fiscal year ended March 31, 2009
Net assets
Total assets
Net assets per share
Net sales
Operating loss
Recurring loss
Net loss

142 million
243 million
72,299.66
698 million(34) million(34) million(33) million5) BEIJING SORUN COMPUTER CO., LTD.
(1)
Name
BEIJING SORUN COMPUTER CO., LTD.
(2)
Registered address
6F Tower A, Beijing Global Trade Center, 36 North Third Ring Road

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East, Dongcheng District, Beijing(3)

Name and title ofrepresentative(4)

Businesses

(5)
(6)

Paid-in capital
Date of incorporation
Major shareholder andshareholding ratio(As of September 30, 2009)

(7)

(8)

Relationships between the
Company and the subject
company

Yoshitoshi Mizuya, President and Representative Director
Software development for Japanese companies in China as well as the
Chinese market
Offshore development for companies in Japan¥150 million (as of September 30, 2009)
October 28, 1992
SORUN CHINA CO., LTD., 100%
There are no notable capital, personal or business relationships between
the Company and the subject company. There are no notable capital,
personal or business relationships between affiliates and affiliatedcompanies of the Company and affiliates and affiliated companies of thesubject company.

(9)

Most recent consolidated performance (Yuan)
Fiscal year ended December 31, 2008
Net assets
Total assets
Net sales
Operating loss
Net income6) FIRST MANAGE Co., Ltd.
(1)
Name
Registered address(2)(3)

Name and title ofrepresentative(4)

Businesses

(5)
(6)

Paid-in capital
Date of incorporation
Major shareholder andshareholding ratio(As of September 30, 2009)

(7)

(8)

Relationships between the
Company and the subject
company

11,241 thousand
12,958 thousand
36,735 thousand(695) thousand
54 thousand

FIRST MANAGE Co., Ltd.
Ginza Wall Building
13-16, Ginza 6-chome, Chuo-ku, Tokyo
Koichi Sueyoshi, President and Representative Director
System consulting, system development, system maintenance, system
operation management, data entry, temporary staffing services, personnel
introduction services¥100 million (as of September 30, 2009)
March 2, 1970
SORUN CORPORATION, 86.7%
Tosho Computer Systems Co., Ltd., 13.3%
There are no notable capital, personal or business relationships between
the Company and the subject company. There are no notable capital,
personal or business relationships between affiliates and affiliatedcompanies of the Company and affiliates and affiliated companies of thesubject company.

(9)

Most recent consolidated performance (¥)
Fiscal year ended March 31, 2009
Net assets
Total assets
Net assets per share
Net sales
Operating income
Recurring profit
Net income

1,511 million
2,154 million
7,187.35
3,765 million
249 million
324 million
180 million

7) Web Office Inc.

8

(1)
(2)
(3)

Name
Registered address
Name and title ofrepresentative(4)

Businesses

(5)
(6)

Paid-in capital
Date of incorporation
Major shareholder andshareholding ratio(As of September 30, 2009)

(7)

(8)

Relationships between the
Company and the subject
company

Web Office Inc.
11-24, Mita 3-chome, Minato-ku, Tokyo
Shinichi Iwamori, President and Representative Director
Business process outsourcing services for personnel, general affairs andaccounting operations, staffing for office work and technical work, generalstaffing services, paid job-placement services, training and instructor
staffing services, office supply services, including office automationequipment and administrative supplies, non-life insurance agency services,
services related to life insurance policy subscription.
¥325 million (as of September 30, 2009)
April 2, 2001
SORUN CORPORATION, 100%
There are no notable capital, personal or business relationships between
the Company and the subject company. There are no notable capital,
personal or business relationships between affiliates and affiliatedcompanies of the Company and affiliates and affiliated companies of thesubject company.

(9)

Most recent consolidated performance (¥)
Fiscal year ended March 31, 2009
Net assets
Total assets
Net assets per share
Net sales
Operating income
Recurring profit
Net income

601 million
1,106 million
85,863.23
2,417 million
94 million
93 million
49 million

8) SORUN HOKURIKU CORPORATION(1)Name
SORUN HOKURIKU CORPORATION(2)Registered address
11-7, Honmachi 2-chome, Kanazawa, Ishikawa Prefecture
Name and title of(3)
Yoshikuni Onishi, President and Representative Director
representative
IT consulting, software development, information security services,(4)
Businesses
information equipment and package sales(5)
Paid-in capital¥50 million (as of September 30, 2009)(6)
Date of incorporation
April 1, 2003
Major shareholder and(7)
shareholding ratio
SORUN CORPORATION, 100%
(As of September 30, 2009)
There are no notable capital, personal or business relationships between
Relationships between the
the Company and the subject company. There are no notable capital,(8)
Company and the subject
personal or business relationships between affiliates and affiliatedcompany
companies of the Company and affiliates and affiliated companies of thesubject company.
(9)

Most recent consolidated performance (¥)
Fiscal year ended March 31, 2009
Net assets
Total assets
Net assets per share
Net sales
Operating income

137 million
278 million
137,586.94
691 million
39 million

9

Recurring profit
Net income
5. Date of Change (Expected)
Tuesday, December 22, 2009

39 million
23 million
Commencement date for settlement of Tender Offer

6. Outlook
The Company will watch carefully for any impact that the Tender Offer might have on the Company’s
consolidated performance and will quickly make an announcement, in the even performance forecasts have tobe revised, based on timely disclosure rules set by the stock exchange, or if other pertinent issues arise.
END

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