[Translation]

December 11, 2013
FOR IMMEDIATE RELEASE
MACROMILL, INC.
Tetsuya Sugimoto, Representative Director, Chairman
and President(Code no: 3730, First Section of the Tokyo Stock
Exchange)
Contact for further information: Naoya Sugiyama,
Director
TEL: +81-3- 6716-0700 (Main)

Notice of Opinion on the Tender Offer of Kabushiki Kaisha BCJ-12 for the Company Share Certificates, Etc.
MACROMILL, INC. (“Company”) hereby announces, as described below, based on its board of directors’
resolutions at the board of directors meeting held on the date hereof, that it will express an opinion in support of thetender offer (“Tender Offer”) by Kabushiki Kaisha BCJ-12 (“Offeror”) for the common stock, stock acquisitionrights, and bonds with stock acquisition rights of the Company, and will recommend to the Company’s shareholders
and the holders of the stock acquisition rights and bonds with stock acquisition rights of the Company to tender theirshares, stock acquisition rights and bonds with stock acquisition rights in the Tender Offer.
The above-mentioned resolution of the board of directors was adopted on the assumption that the Offeror intends tomake the Company its wholly-owned subsidiary through the Tender Offer and a series of subsequent procedures, andto delist the common stock of the Company.
1.

Description of the Offeror

(1)

Name:

Kabushiki Kaisha BCJ-12(2)

Address:

1-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo(3)

Name and Title of the
Yuji Sugimoto, Representative Director
Representatives:(4)

Business:

The main business is to control and manage the business activities of theCompany through holding the shares of the Company.

(5)

Capital:

25,000 yen(6)

Date of Incorporation:

November 25, 2013

(7)

Major Shareholders andKabushiki Kaisha BCJ-11 : 100%
Shareholding Ratio:(8)

Relationships between the Company and the Offeror
Capital Relationship:

N/A

Personnel Relationship:

N/A

Business Relationship:

N/A

Relevant Status with N/A1

respect to the Related
Parties:2.

Price of the Tender Offer(1)

Common Stock
786 yen per share of common stock(2)

Stock Acquisition Rights
206,400 yen per Sixth Series Stock Acquisition Right
206,400 yen per Seventh Series Stock Acquisition Right
181,200 yen per Eighth Series Stock Acquisition Right
62,400 yen per Ninth Series Stock Acquisition Right(3)

Bonds with Stock Acquisition Rights
16,212,822 yen per 10,000,000 yen in face value of the Convertible Bonds (Note 1)(Note 1) The term “Convertible Bonds” means Euro-Yen convertible bonds with stock acquisition rights
due 2014 issued pursuant to the resolution at the board of directors meeting of the Company held on
August 3, 20113.

Details of, Grounds of, and Reasons for the Opinion on the Tender Offer(1)

Details of the Opinion on the Tender Offer

The Company resolved at its board of directors meeting held on the date hereof to express an opinion in support of
the Tender Offer and to recommend to all of the shareholders of the Company and the holders of the Stock
Acquisition Rights (Note 2) and the Convertible Bonds to tender their shares, Stock Acquisition Rights andConvertible Bonds in the Tender Offer.
The above-mentioned resolution of the board of directors was adopted in the manner stated in the below part “6)Approvals of All Directors without Conflicts of Interest and Consents of All Statutory Auditors” of “(5) Measures to
Ensure Fairness of the Tender Offer, such as Measures to Ensure Fairness of the Tender Offer Price and to Avoid
Conflicts of Interest”(Note 2) The term “Stock Acquisition Rights” means the Sixth Series Stock Acquisition Rights (the exercise periodof which is from July 29, 2009 to July 15, 2016) and the Seventh Series Stock Acquisition Rights (the exercise periodof which is from July 16, 2011 to July 15, 2016) issued pursuant to the resolution of the board of directors of theCompany on July 1, 2009; the Eighth Series Stock Acquisition Rights issued pursuant to the resolution of the boardof directors of the Company on September 3, 2010; and the Ninth Series Stock Acquisition Rights issued pursuant to
the resolution of the board of directors of the Company on August 24, 2012.
(2)

Grounds of, and Reasons for, the Opinion on the Tender Offer

1)

Outline of the Tender Offer

The Company has received the following explanation from the Offeror with respect to the outline of the Tender Offer.
(Please see the attached material prepared by the Offeror named “Notice of Commencement of Tender Offer for2

Shares Etc. of MACROMILL, INC.” (as of the date hereof) for details.)
According to the Offeror, the Offeror, a wholly-owned subsidiary of Kabushiki Kaisha BCJ-11, whose issued sharesare all held by an investment fund to which Bain Capital Partners, LLC provides investment advice, is a joint stock
corporation (kabushiki kaisha) incorporated in November 2013 for the main purpose of acquiring and holding allissued shares of common stock, stock acquisition rights and convertible bonds of the Company and controlling andmanaging the business of the Company.
Bain Capital Partners, LLC and its affiliates (collectively, “Bain Capital”) is an international investment company
with global assets under management of more than 70 billion U.S. dollars and has been making efforts to add value
to the businesses it has invested in through its team of approximately 30 professionals in Japan since establishing its
Tokyo base in 2006. Bain Capital is structured around its professionals with experience primarily in industry or
consulting, and through its provision of on-the-ground support to management and steady implementation of growthstrategies, in addition to the capital and financial support provided by all investment companies, it has achieved
numerous successes in value creation. Bain Capital has performed investments in seven companies including
Jupiter Shop Channel Co., Ltd., Skylark Co., Ltd., Domino’s Pizza Japan, Inc. and Bellsystem24, Inc. in Japan and in
more than 300 companies worldwide since its establishment in 1984.
The Offeror will conduct the Tender Offer as part of a transaction designed to make the Company a private company
by acquiring and holding all issued shares of common stock of the Company (the “Common Stock of the Company”)
other than treasury shares held by the Company, Stock Acquisition Rights and Convertible Bonds (the “Transaction”).
The Offeror has set a minimum number of Share Certificates, Etc. to be purchased in the Tender Offer. If the total
number of the Share Certificates, Etc. tendered is less than 43,577,797 shares, the Offeror will not purchase any of
the Share Certificates, Etc. so tendered. On the other hand, the Offeror has not set a maximum number of Share
Certificates, Etc. to be purchased in the Tender Offer. Therefore, if the total number of the Share Certificates, Etc.
tendered is equal to or exceeds the minimum number of Share Certificates, Etc. to be purchased, the Offeror willpurchase all the Share Certificates, Etc. so tendered. The minimum number of Share Certificates, Etc. to bepurchased is the number of shares (rounded up to the nearest whole number) equivalent to two-thirds of the numberof shares (65,366,695 shares) (the “Number of Target Shares”) resulting from the following formula: difference of(A) the sum total (68,865,436 shares) of (i) the total number of issued shares (63,274,150 shares) as of November 30,
2013 stated in the share buyback report filed on December 6, 2013 by the Company (the “Share Buyback Report of
the Company”) plus (ii) the sum of (a) the number of shares of Common Stock of the Company (2,476,600 shares)
underlying the stock acquisition rights (400 Sixth Series Stock Acquisition Rights, 942 Seventh Series Stock
Acquisition Rights, 145 Eighth Series Stock Acquisition Rights and 9,409 Ninth Series Stock Acquisition Rights) ,the number of which is obtained by deducting the number of the stock acquisition rights that have expired by
November 30, 2013 (200 Sixth Series Stock Acquisition Rights, 57 Seventh Series Stock Acquisition Rights and 370
Ninth Series Stock Acquisition Rights have expired respectively by November 30, 2013) from the number of the
Sixth Series Stock Acquisition Rights (600 stock acquisition rights), the Seventh Series Stock Acquisition Rights(999 stock acquisition rights), the Eighth Series Stock Acquisition Rights (145 stock acquisition rights) and the Ninth
Series Stock Acquisition Rights (9,779 stock acquisition rights) as of August 31, 2013 stated in the securities reportfor the 14th Term filed on September 26, 2013 by the Company (the “Securities Report for the 14th Term of theCompany”) plus (b) the number of shares of Common Stock of the Company (3,114,686 shares) underlying the stockacquisition rights attached to the Convertible Bonds (151 stock acquisition rights), the number of which is obtainedby deducting the number of the stock acquisition rights attached to the Convertible Bonds that have expired by
November 30, 2013 (14 stock acquisition rights have expired by November 30, 2013) from the number of the stockacquisition rights attached to the Convertible Bonds (165 stock acquisition rights) as of August 31, 2013 stated in the
Securities Report for the 14th Term of the Company minus (B) the number of treasury shares held by the Company(3,498,741 shares) as of November 30, 2013 stated in the Share Buyback Report of the Company. The minimum
3number of Share Certificates, Etc. to be purchased is the number of shares (43,577,797 shares) which exceeds thetotal number of shares (43,339,948 shares) resulting from the following formula: the sum total of (a) the number ofshares (22,026,748 shares, which represents the majority of the number of shares of Common Stock of the Company
held by non-interested parties of the Offeror, that is, the number of shares of Common Stock of the Company
equivalent to the so-called “majority of minority”) equivalent to the majority of the number of shares (44,053,495
shares) resulting from (i) the Number of Target Shares minus (ii) the number of shares of Common Stock of theCompany held by the Expected Tendering Shareholders (defined below) (21,313,200 shares; the “Number of
Expected Tendered Shares,” based on the statements in the quarterly report for the first quarter of the 15th term filed
on November 13, 2013 by the Company) plus (b) the Number of Expected Tendered Shares. Based on the above,
the Offeror respects the intentions of the minority shareholders of the Company and if it fails to obtain endorsementof the majority of the shareholders other than interested parties of the Offeror, the Offeror will not conduct theTransaction including the Tender Offer.
The Offeror has executed TOB acceptance agreements dated December 11, 2013 with (i) Mr. Tetsuya Sugimoto, afounder and the representative director, chairman and president of the Company (“Mr. Sugimoto;” the number ofshares held: 2,265,000 shares (According to Mr. Sugimoto, the number of shares held by Mr. Sugimoto includes
380,000 shares of Common Stock of the Company which he obtained upon exercise of his 1,900 Ninth Series Stock
Acquisition Rights on December 3, 2013); the ownership ratio (the ratio (rounded to the two decimal places) of thenumber of shares held to 63,274,150 shares, the total number of issued shares as of November 30, 2013 stated in the
Share Buyback Report of the Company; hereinafter the same): 3.58%) and Vanilla Sky, the asset managementcompany of Mr. Sugimoto for which Mr. Sugimoto serves as the representative director (“Vanilla Sky;” the numberof shares held: 4,906,000 shares; and the ownership ratio: 7.75%), and (ii) Yahoo Japan Corporation, which is thelargest and a major shareholder of the Company (“Yahoo;” the number of shares held: 14,142,200 shares; and theownership ratio: 22.35%), respectively and, pursuant to these agreements, the Offeror has obtained their agreement totender all shares of Common Stock of the Company (the number of shares held: 21,313,200 shares in total, theownership ratio: 33.68% in total) held respectively (Mr. Sugimoto, Vanilla Sky and Yahoo are collectively referred toas the “Expected Tendering Shareholders”). Please refer to “4. Matters regarding Material Agreement(s) related to
Acceptance of the Tender Offer between the Offeror and the Shareholders of the Company” below for the outline of
the TOB acceptance agreements above.
In addition, according to the Offeror, the Offeror and Kabushiki Kaisha BCJ-11 have also executed an executive
service agreement as of the date hereof with Mr. Sugimoto with respect to the acceptance of office of Mr. Sugimoto
as a director of the Offeror after the Transaction and other matters.
According to the Offeror, if the Offeror fails to acquire all issued shares of the Company (other than treasury shares
held by the Company) through the Tender Offer, the Offeror plans to request the Company to carry out a series ofprocedures stated in “(4) Policy for Organizational Restructuring, etc. after the Tender Offer (Matters relating to socalled “Two-Step Acquisitions”)” below to acquire all issued shares of the Company (other than treasury shares of
the Company) after the Tender Offer. In addition, the Offeror plans to carry out an absorption-type merger with theCompany after acquiring all issued shares of the Company (other than treasury shares held by the Company), theStock Acquisition Rights and the Convertible Bonds. None of the officers of the Company as of the date hereofplans to make any investment in the Company, the Offeror etc.
2)

Decision-making Process Leading to Support of the Tender Offer

The Company was incorporated as “Macromill.com, Inc.” in January 2000 for the purpose of conducting researchbusiness using the Internet. In August 2000, the Company developed original systems called Automatic Internet
Research systems (“AIRs”) which make it possible to easily conduct on the web a series of processes including4

preparation of web questionnaires, extraction of research targets, distribution of request e-mails, physical research(collection of answer data), real-time summaries and generation of delivery data. Using AIRs, the Company has
met the needs of a broad range of customers and stimulated latent demand for market research by providing
marketing research services at a lower price and in a more rapid manner compared to the traditional researchtechniques as typified by mail surveys or door-to-door surveys. As a result, the Company has steadily expanded its
business and strengthened the management base, as can be seen from such facts as the shares of the Company werelisted on the Mothers market of the Tokyo Stock Exchange, Inc. (the “Tokyo Stock Exchange”) in January 2004 anddesignated to the First Section of the Tokyo Stock Exchange in April 2005, and according to the Honomichl Top 25
which publishes rankings of global marketing research companies, the Company has continued to be ranked No. 1 bysales volume to date and established its status as a leading Japanese market research company primarily engaged ininternet research. Also, the Company has successfully enhanced its status in the industry, as can be seen from suchfacts as the Company has engaged in M&A activities such as assuming the marketing research business of Yahoo
Value Insight Corporation, which then had a sales volume of approximately 4.3 billion yen in the marketing research
field in Japan and was the leading service provider second only to the Company, through an absorption-typecompany split in August 2010, and as the Company expanded its sales volume to 12.11 billion yen in the year ending
June 2011. Further, in order to strengthen the stability of the business base in the Internet research domain, theCompany executed a business partnership agreement with Dentsu Inc. (“Dentsu”) and Dentsu Marketing Insight Inc.
(“Dentsu Marketing Insight”) in February 2012 and incorporated Dentsu Macromill Inc. as of April 2012 through coinvestment with Dentsu Marketing Insight. After that, while promoting the discussion on further strengthening of
the relationship between the Company and Dentsu, the companies entered into another discussion on the operation ofDentsu Marketing Insight as their joint venture in the aim of further improving the value of the marketing solutions
provided to clients. As the companies reached a definitive agreement on December 6, 2013, the Company plans toacquire 51% of the shares of Dentsu Marketing Insight on December 25, 2013.
In recent years, the Company has proactively expanded the summary, analysis and other supplementary services,group interviews and other qualitative research services, and other services, in addition to automatic research services
which use AIRs and are the core services offered by the Company, and has also performed proactive businessdevelopment in the database business domain and converted itself into a comprehensive marketing research company
with a capacity to extensively meet diversified customer needs. With it anticipated that the transition of marketing
research processes from traditional techniques to the internet will continue into the future, the Company is expected
to continue to provide high value to customers by making use of the technology, know-how, business base and otherresources that the Company has accumulated to date.
Against this backdrop of the expansion of the marketing research market and the trend in marketing research fortransitioning from traditional techniques to internet research, the Company has achieved increases both in sales andprofit for the seventh consecutive term from the term ended in June 2002 and has continued to steadily grow in themarketing research market in Japan. On the other hand, however, according to the marketing research landscape inJapan published by the Japan Marketing Research Association, the marketing research market in Japan has gradually
become mature as reflected in such facts as the average annual growth rate of the market has remained below 1% for
the past five years and, even in area of internet research, has fallen below 10%. In addition, competition withcompetitors has been increasing year by year and it has become extremely difficult to maintain growth in sales andprofit in the internet research business at a level the same as or higher than the market growth rate. Therefore, inorder to maintain and expand competitive power and market share in the internet research business, the Company
must make even more proactive investments such as improvement of educational systems to develop humanresources and recruitment of new employees to secure personnel surplus, system improvements to enlarge the scopeof research systems and expand the service lineup, development of new systems to support smart devices and the likeand a switch in strategies to obtain new “retention questionnaire respondents” to maintain the quality of questionnaire
respondents amidst the downward trend in personal computer usage, and these factors have made it difficult to5realize the well-balanced improvement of both sales and profit in the internet research business as has been done in
the past.
The Company believes that, in order to maintain growth in sales and profit that substantially exceeds the growth rateof the existing market and to achieve long-term continued growth under the circumstances above, the Company must
aim for medium to long term profit growth through overseas development by making the best use of know-how
acquired in its business development in Japan as typified by AIRs, and the expansion of new business domains thatutilize the Company’s strengths, while maintaining and strengthening the stable earning capacity in the internet
research business in Japan by further proceeding with investments, and to this end the Company has conductedvarious measures including M&A investments and new business investments. The Company has already started
establishing a large base in the internet research domain in Asia, as can be seen from such facts as Embrain Co, Ltd.
(currently Macromill Embrain Co., Ltd.), which became a consolidated subsidiary of the Company in February 2012,
achieved the rank of No.1 in sales volume in the internet research sector in South Korea, and plans to proactively
engage in speedy operational expansion by taking advantage of multibillion-yen M&As and business alliances topromote global development into the future not only in Asia but also in North America and Europe. In addition, theCompany plans, as one of its new businesses, to pursue the possibility of new marketing services using the so-called
smart devices, which have rapidly become popular in recent years, as well as sales and other big data, and to moreproactively promote the development of services relating to the promotion and media domains aligned with theknow-how acquired through marketing research, through massive research and development, system developments
and the like.
On the other hand, the Company believes that, in order to realize the strengthening of existing business in and outside
Japan through M&A activities and the expansion of business domains through the establishment of new businesses, itis necessary to make rapid decisions for dynamic attempts and flexibly change its policy for the occurrence of any
unexpected events especially for embarking into new business domains for general consumers, and that it isimportant to establish a management execution structure that is able to realize the above. It is also expected thatsuch business development would involve substantial business risks and possible temporary deterioration in
performance. In realizing the strengthening of existing business in and outside Japan through M&A activities, it isanticipated that the Company would be required to engage not only in such cases as the Company has conducted so
far in which a target company of acquisition can expect performance improvement in the short term after theacquisition but also in such cases as the decrease in performance sustained for a certain period until the synergy
effects with the target company are realized might adversely affect the consolidated performance of the Company oras the amortization of a large amount of goodwill associated with the acquisition might negatively affect theconsolidated income statement of the Company. Moreover, in establishing new businesses, it is considered essential
to make up-front investments such as necessary system investments and proactive advertisements, and it is also
anticipated that there would be not only the possible deterioration in profit and cash flows due to the temporary
increase of expenses involved in the investments above but also the risk that the Company would not be able toobtain any expected result in the new business.
Although it is essential to conduct such various measures for the medium to long term improvement of theCompany’s corporate value, since it takes a certain amount of expenses and time before any effect of such measures
can be seen, the Company has been concerned that such measures might adversely affect the shareholders of theCompany in the short term, and has been carefully making investments to conduct business development above
while providing sufficient explanations to the capital market. However, in order to make more certain of the
maximization of the profits from the invested business and the further business expansion, the Company recognizes
that it is necessary to flexibly make additional investments such as massive system developments, advertising,recruitment and research and development on the most timely basis possible, and not only at the early stage of theinvestment but also at the later stages. Therefore, the Company has reached the belief that, in order to continue to6make daring and flexible investments to realize the medium to long term improvement of corporate value, it isnecessary to establish a management system in which it can accept business risks such as temporary deterioration in
performance and the management and employees of the Company are able to work together under a unified
management policy without being affected by any short-term performance fluctuation. While having reached such
belief, the Company received an offer similar to the Transaction from a third party other than Bain Capital or theOfferor in November 2012. The Company then commenced deliberations and had been proceeding withnegotiations, but the parties ultimately failed to meet agreement on the terms and conditions and therefore theCompany ceased deliberation of such proposal in May 2013.
On the one hand, according to the Offeror, Bain Capital has been investigating and deliberating new investment
targets in Japan, which include the internet research industry in which Bain Capital has made investment before. In
the course of its deliberation, Bain Capital started to pay attention to the business characteristics of the Company,
which is a leading company among other companies engaged in the internet research industry in Japan, and has
proceeded with the deliberation of the Company’s growth potential, the optimal management structure and otherrelated matters.
According to the Offeror, the Offeror reached the belief that although the Company has room for potential businessexpansion, the Company needs to further accelerate the expansion and strengthening of its business base into thedomains peripheral to the marketing business in order to improve its corporate value in the medium to long term,
taking into consideration the possibility of increased competition due to new players entering the market inconnection with the changes in the internet environment, and the challenges for the development and market creationof new marketing services in the future in such environment. Bain Capital considers it necessary for the Company
to make speedy and flexible management decisions under an agile management structure in proactively pursuing the
growth measures above and improving corporate value while flexibly responding to the ever-changing internet
environment.
On the other hand, according to the Offeror, it is considered that the measures above might negatively affect the
short-term profit of the Company. In other words, especially at the time of the launching of a new business, itwould be difficult to expect any definite profitability and such measures might result in short-term deterioration in
profit associated with adjustment to a new business direction. It is conceivable that, if the Company conducts suchmeasures with its shares being listed, it is not only highly likely for the Company to fail to meet the expectation of its
shareholders, who seek stable improvement of profitability, but also that the shareholders would bear the risk ofdestabilization of the share price.
Therefore, Bain Capital reached the belief that, in order for the Company to grow in the medium to long term and tocontinuously improve the Company’s corporate value, as well as to avoid implementing the management measures
for the improvement of the Company’s corporate value in the medium to long term that would involve the generalshareholders bearing the risks associated with such measures associated with such measures, the most effective means
would be for the Company to conduct the Transaction, delist the Common Stock of the Company, simplify theshareholder structure of the Company, upon establishing a structure under which the Company is able to consistently
implement comprehensive management policies without being affected by short-term performance fluctuations, andfor all of the management and employees of the Company to then work together on the above-mentioned
management policies under Mr. Sugimoto’s leadership and in cooperation with Bain Capital which has considerable
experience in business management assistance. As a result, on October 11, 2013, Bain Capital offered to theCompany to discuss going private of the Company.
As described above, given factors such as that the Company was already of the same belief as Bain Capital, theCompany deliberated the offer from Bain Capital and decided to commence discussions for the Company going7

private. In response to this, on October 25, 2013, Bain Capital proposed to the Company to go private, and the twocompanies commenced discussions aimed at going private of the Company.
After the Company received Bain Capital’s offer, in order to deliberate on the Transaction, the Company establisheda project team for the Transaction (the “Project Team”), whose secretariat is the chief of the Corporate Strategy Unitof the Company and which is led by two of the three directors of the Company, Mr. Katsumi Konishi and Mr. Naoya
Sugiyama (except Mr. Shinichi Misawa, an outside director) who have no special interests in the Transaction. The
Project Team summarized the then-current business environment surrounding the Company, identified theCompany’s medium to long term business issues and solutions therefor, summarized and confirmed the advantages
and disadvantages of implementation of the Transaction, deliberated matters necessary to duly proceed with theTransaction, and conducted other related matters (please also refer to the below part “1) Deliberation, Discussion,
Negotiation, etc., by the Project Team” of “(5) Measures to Ensure Fairness of the Tender Offer, such as Measures to
Ensure Fairness of the Tender Offer Price and to Avoid Conflicts of Interest”).
Subsequently, Bain Capital conducted due diligence with respect to the Company from the end of October toNovember 2013, and also discussed and negotiated with the Project Team regarding the Transaction on multiple
occasions. Concurrently with these, Bain Capital discussed and negotiated regarding the Transaction with Mr.
Sugimoto and Vanilla Sky, and after that, with Yahoo, and as a result, on November 20, 2013, Bain Capital made an
initial offer to the Project Team to the effect that it wishes to set the purchase price per share of common stock of theCompany (the “Tender Offer Price”) as no less than 750 yen. In response to Bain Capital’s initial offer, the Project
Team requested Bain Capital to re-deliberate the Tender Offer Price, in consideration of the advice received from
Merrill Lynch Japan Securities Co., Ltd., which is the Company’s financial advisor independent from the Offeror andthe Company (“BofA Merrill Lynch”) and referring to the past trends of share prices of the Company, premium rates
adopted in similar cases, the advice received from BofA Merrill Lynch, and the like.
After receiving the request from the Project Team, Bain Capital re-deliberated the Tender Offer Price. As a result, Bain
Capital came to believe that it is reasonable to set the Tender Offer Price as 785 yen taking into consideration the possibilityof the Company’s business improvement in the future and the process of the above discussions and negotiations with the
Project Team, and made a revised offer to that effect to the Company on December 6, 2013. Based on this revised offer,
the Project Team and Bain Capital further discussed and negotiated upon the pros and cons of the Transaction including theTender Offer and the terms and conditions therefor.

On December 11, 2013, the Offeror, based on the discussions and negotiations described above, decided to conduct
the Tender Offer, setting the Tender Offer Price as 786 yen.
On the other hand, upon taking into account: the Share Valuation Report obtained on the date hereof from BofA
Merrill Lynch (the Share Valuation Report is defined in the below part “3) Obtaining a Share Valuation Report, etc.
from an Independent Third Party Financial Advisor by the Company” of “(5) Measures to Ensure Fairness of theTender Offer, such as Measures to Ensure Fairness of the Tender Offer Price and to Avoid Conflicts of Interest”;
hereinafter the same), as provided in the below part “3) Obtaining a Share Valuation Report, etc. from an Independent
Third Party Financial Advisor by the Company” of “(5) Measures to Ensure Fairness of the Tender Offer, such as
Measures to Ensure Fairness of the Tender Offer Price and to Avoid Conflicts of Interest”, the legal advice obtained
from TMI Associates, which is the Company’s legal advisor independent from the Offeror and the Company(“TMI”), as provided in the below part “4) Obtaining Advice from an Independent Law Firm by the Company” of“(5) Measures to Ensure Fairness of the Tender Offer, such as Measures to Ensure Fairness of the Tender Offer Priceand to Avoid Conflicts of Interest”, the Response Letter (as defined in the below part “1) Deliberation, Discussion,
Negotiation, etc., by the Project Team” of “(5) Measures to Ensure Fairness of the Tender Offer, such as Measures to
Ensure Fairness of the Tender Offer Price and to Avoid Conflicts of Interest”; hereinafter the same) provided by a8

third party committee that is composed of three outside experts who are highly independent from the Offeror and theboard of directors of the Company, Mr. Somitsu Takehara (certified public accountant, representative director of
ZECOO Partners Inc.), Ippei Takushima (attorney-at-law, partner of Kimura Takushima & Yamaguchi), and Takuya
Hashimoto (certified public accountant, es Networks Co., Ltd.) (“Third Party Committee”), as provided in the below
part “5) Deliberation by the Third Party Committee” of “(5) Measures to Ensure Fairness of the Tender Offer, such as
Measures to Ensure Fairness of the Tender Offer Price and to Avoid Conflicts of Interest”; and other related materials,
the board of directors of the Company carefully discussed and deliberated upon the various conditions of theTransaction. The Company believes that, in order to improve the Company’s corporate value in the medium to longterm, it is necessary to take advantage of all of the management resources held by the Company and to seize allbusiness opportunities appropriately, and while targeting as ever to grow continuously in the domestic marketing
research domain, the growth of which is slowing down, it is important to rapidly conduct such matters as: to attempt
to expand marketing research services by taking advantage of M&As and alliances in areas such as Japan and North
America; to develop new services in the marketing research domain; to develop a new system to acquire various
kinds of big data and analyze such data to proactively enter the database business domain such as through purchasing
data; to develop new marketing services utilizing smart devices; and to invest proactively from the initial stage of thelaunch of services to benefit from the advantages of being the first in the market. However, the Company
acknowledges that, in order to grow in the medium to long term by implementing these management measures and tocontinuously improve the Company’s corporate value, it is necessary to continuously conduct daring and flexible
business investment not only during the initial stage of investment, and therefore the Company reached theconclusion that the best option for the Company is to not have the general shareholders bear risks associated withsuch investment such as deterioration of profits or cash flow caused due to a temporary increase in expenses, butrather to conduct the Tender Offer, delist the common stock of the Company and make the Company a whollyowned subsidiary of the Offeror, so that the Company is able to avoid such risks by establishing a structure underwhich the Company is able to consistently implement comprehensive management policies without being affected byshort-term performance fluctuations. Therefore, the Company adopted a unanimous resolution (excluding Mr.
Sugimoto, the representative director, chairman and president of the Company) at the board of directors meeting heldon the date hereof to the effect that it expresses an opinion in support of the Tender Offer. On the other hand, withrespect to the Tender Offer Price, the purchase price per Stock Acquisition Right, and the purchase price per
10,000,000 yen in face value of the Convertible Bonds and the other terms and conditions of the Tender Offer, theboard of directors of the Company, unanimously (excluding Mr. Sugimoto) and at its meeting held on the date hereof,
determined that the Tender Offer Price, the purchase price per Stock Acquisition Right, the purchase price per
10,000,000 yen in face value of the Convertible Bonds, and the other terms and conditions of the Tender Offer areappropriate for the shareholders, holders of the Stock Acquisition Rights and holders of the Convertible Bonds of theCompany, and that the Tender Offer provides to the shareholders, holders of the Stock Acquisition Rights and holdersof the Convertible Bonds of the Company an opportunity to sell the shares, the Stock Acquisition Rights and theConvertible Bonds at a price to which a reasonable premium has been added and adopted a resolution to the effectthat it recommends to the shareholders, holders of the Stock Acquisition Rights and holders of the Convertible Bondsof the Company to tender their shares, their Stock Acquisition Rights and their Convertible Bonds in the Tender Offer,in consideration of: (i) (a) as provided for in “3) Obtaining a Share Valuation Report, etc. from an Independent Third
Party Financial Advisor by the Company” of “(5) Measures to Ensure Fairness of the Tender Offer, such as Measures
to Ensure Fairness of the Tender Offer Price and to Avoid Conflicts of Interest” below, the Tender Offer Price falls
within the range of the result of the valuation conducted by BofA Merrill Lynch based on discounted cash flow(“DCF”) analysis and is also greater than the maximum of the result of the valuation based on market price analysis
and (b) the Tender Offer Price is considered reasonable since the Tender Offer Price includes a premium of 16.6%(rounded to one decimal place) on 674 yen, which is the closing price of the shares of common stock of the Company
quoted on the Tokyo Stock Exchange on December 10, 2013, which is the business day immediately preceding theannouncement date for the Tender Offer, a premium of 25.2% (rounded to one decimal place) on 628 yen, which isthe simple average closing price (rounded to the nearest whole yen) of the shares of common stock of the Company
9

quoted for the last one-month period (from November 11, 2013 to December 10, 2013), a premium of 28.0%(rounded to one decimal place) on 614 yen, which is the simple average closing price (rounded to the nearest wholeyen) of the shares of common stock of the Company quoted for the last three-month period (from September 11,
2013 to December 10, 2013), and a premium of 29.3% (rounded to one decimal place) on 608 yen, which is thesimple average closing price (rounded to the nearest whole yen) of the shares of common stock of the Company
quoted for the last six-month period (from June 11, 2013 to December 10, 2013); (ii) the purchase price of the Stock
Acquisition Rights is calculated in accordance with the formula “(the Tender Offer Price less the exercise price of theStock Acquisition Rights per share of common stock of the Company) multiplied by the number of shares of common
stock underlying each Stock Acquisition Right” and the purchase price of the Convertible Bonds is calculated inaccordance with the formula “Tender Offer Price multiplied by the face value of the Convertible Bonds (10,000,000yen) and divided by the effective conversion price (484.8 yen) as of the date hereof”; and (iii) as provided for in “(5)Measures to Ensure Fairness of the Tender Offer, such as Measures to Ensure Fairness of the Tender Offer Price andto Avoid Conflicts of Interest” below, all of the Tender Offer Price, the purchase price per each Stock Acquisition
Right, and the purchase price per 10,000,000 yen in face value of the Convertible Bonds have been determined after
the Company took sufficient measures to avoid conflicts of interest.
Mr. Sugimoto, who is the representative director, chairman and president of the Company, as provided in the below
part “4. Matters regarding Material Agreement(s) related to Acceptance of the Tender Offer between the Offeror andthe Shareholders of the Company”, in order to avoid any doubt that there may be a conflict of interest, has notparticipated in any deliberation or adoption of any of the relevant resolutions by the board of directors of theCompany, and has not participated in any discussion or negotiation with Bain Capital and the Offeror from theCompany’s standpoint, considering that Mr. Sugimoto was expected to agree with the Offeror to, among other things,
tender all of the common stock that he owns.
Furthermore, at the above-mentioned board of directors meeting, all statutory auditors of the Company participated,
and all such statutory auditors unanimously expressed their opinion that they have no objection to the board of
directors’ resolutions to express an opinion in support of the Tender Offer and to recommend to the shareholders, theholders of the Stock Acquisition Rights and the holders of the Convertible Bonds of the Company to tender theirshares of the Company, their Stock Acquisition Rights and their Convertible Bonds to the Tender Offer (Please see
the below part “6) Approvals of All Directors without Conflicts of Interest and Consents of All Statutory Auditors” of“(5) Measures to Ensure Fairness of the Tender Offer, such as Measures to Ensure Fairness of the Tender Offer Priceand to Avoid Conflicts of Interest”).
As provided in the below part “3) Obtaining a Share Valuation Report, etc. from an Independent Third Party
Financial Advisor by the Company” of “(5) Measures to Ensure Fairness of the Tender Offer, such as Measures to
Ensure Fairness of the Tender Offer Price and to Avoid Conflicts of Interest”, the board of directors of the Company
obtained as of the date hereof from BofA Merrill Lynch an opinion (fairness opinion) stating that the Tender Offer
Price is fair for the shareholders of the Company (excluding the Offeror, Mr. Sugimoto, Vanilla Sky and Yahoo) froma financial point of view under certain assumptions.
3)

Tender Offer Management Policy, etc.

After going private of the Company through the Tender Offer, the Offeror plans to pursue measures to realize themaximization of potential value of the Company’s business by providing to the Company ample value-adding knowhow that Bain Capital has accumulated for investment targets as well as by supporting the Company in global
expansion of each business of the Company, including M&As, and in financial or management control.
In addition, at the time the Tender Offer is completed, the Offeror plans to appoint directors at the extraordinary
10

general shareholders’ meeting referred to in the below part “(4) Policy for Organizational Restructuring, etc. after theTender Offer (Matters relating to so-called “Two-Step Acquisitions”)” so that the persons designated by the Offeror
will comprise the majority of the directors of the Company. However, the directors to be appointed have not yet
been determined as of the date hereof.
With respect to the employment of employees of the Company after the Tender Offer, the Offeror, in principle, plans
to maintain such employment as it currently exist.
Furthermore, as described in the below part “4. Matters regarding Material Agreement(s) related to Acceptance of theTender Offer between the Offeror and the Shareholders of the Company,” Mr. Sugimoto has agreed with the Offeror
and Kabushiki Kaisha BCJ-11 such matters as: (i) the Offeror and Kabushiki Kaisha BCJ-11 mandate Mr. Sugimototo assume the office and to perform his duties as the director of the Offeror as of the effective date of theabsorption-type merger between between the Offeror and the Company to be executed after the Transaction, whereby theOfferor will be the surviving corporation and the Company will be the absorbed corporation (the “Merger EffectiveDate”); (ii) in principle, Mr. Sugimoto will receive compensation during his term of office as the director of theOfferor based on the amount of compensation paid by the Company to Mr. Sugimoto as of the execution date of theexecutive service agreement; and (iii) Mr. Sugimoto will bear a non-competition obligation during his term of office
and for a certain period after his retirement. No discussions regarding involvement in the management of theCompany after the Tender Offer, or agreements on tendering Share Certificates, Etc. of the Company in the Tender
Offer, have been made as of the date hereof between the Offeror and Mr. Katsumi Konishi, Mr. Naoya Sugiyama, or
Mr. Shinichi Misawa, who are the directors of the Company other than Mr. Sugimoto. No discussions regarding thecontinuance of the position as statutory auditor after the Tender Offer, or agreements on tendering Share Certificates,
Etc. of the Company in the Tender Offer have been made as of the date hereof between the Offeror and Mr. Makoto
Arai, Mr. Kenji Miyako, or Mr. Akira Nozaki, who are the statutory auditors of the Company. None of the officersof the Company as of the date hereof plans to make any investment in the Company, the Offeror etc.
(3)

Possibility of and Reasons for Delisting

The shares of Common Stock of the Company are listed on First Section of the Tokyo Stock Exchange as of the datehereof. However, since the Offeror has not set a maximum limit on the number of Share Certificates, Etc. to bepurchased in the Tender Offer, the shares of Common Stock of the Company may be delisted through prescribed
procedures in accordance with the stock delisting criteria of the Tokyo Stock Exchange, depending on the results of
the Tender Offer.
Also, even in the case where the shares of Common Stock of the Company do not fall under that criteria at the time
the Tender Offer is completed, the Offeror thereafter plans to acquire all issued shares of the Company other thantreasury shares held by the Company in accordance with the procedures set out in “(4) Policy for Organizational
Restructuring, etc. after the Tender Offer (Matters relating to so-called “Two-Step Acquisitions”)” below, in whichcase the shares of Common Stock of the Company will be delisted through the prescribed procedures. After
delisting, the shares of Common Stock of the Company will be unable to be traded on the Tokyo Stock Exchange.
(4)

Policy for Organizational Restructuring, etc. after the Tender Offer (Matters relating to so-called “TwoStep Acquisitions”)

The Company has received the following explanation from the Offeror with respect to the policy for organizational
restructuring, etc. after the Tender Offer.
If the Offeror fails to acquire all issued shares of the Company (other than treasury shares held by the Company)
11through the Tender Offer, the Offeror plans to take a series of procedures in the following manner so that the Offeror
will hold all issued shares of the Company (other than treasury shares held by the Company) (the “Squeeze-out
Procedures”).
Specifically, the Offeror intends to request the Company to hold an extraordinary general shareholders’ meeting at
which the following proposals will be submitted (the “Extraordinary General Shareholders’ Meeting”) promptly after
the successful completion of the Tender Offer: (i) to make partial amendment to the Articles of Incorporation of theCompany to enable the Company to issue different classes of shares other than common stock; (ii) to make partial
amendment to the Articles of Incorporation of the Company to impose an option to call all shares (Zenbu Shutoku
Joko) (which refers to matters provided for in Article 108, Paragraph 1, Item (7) of the Companies Act (Act No. 86 of2005, as amended; hereinafter the same); hereinafter the same) of all common stock issued by the Company; and (iii)
to deliver a class of shares of the Company different from such shares of common stock above in exchange for theacquisition by the Company of all such shares (other than treasury shares held by the Company).
If proposal (i) above is approved at the Extraordinary General Shareholders’ Meeting and the partial amendment to
the Articles of Incorporation for proposal (i) above becomes effective, the Company will become a company withclass shares as provided for in the Companies Act. Therefore, in order to make the partial amendment to the
Articles of Incorporation regarding proposal (ii) above effective, a resolution at a general class shareholders’ meeting
consisting of shareholders holding the Common Stock of the Company with an option to call all shares (the “General
Class Shareholders’ Meeting”) is required in addition to a resolution for proposal (ii) above at the Extraordinary
General Shareholders’ Meeting, pursuant to Article 111, Paragraph 2, Item (1) of the Companies Act. Therefore, theOfferor intends to request the Company to hold the General Class Shareholders’ Meeting on the same day as theExtraordinary General Shareholders’ Meeting.
If the Tender Offer is completed and each of the proposals above is submitted to the Extraordinary General
Shareholders’ Meeting and the General Class Shareholders’ Meeting, the Offeror will vote in favor of each suchproposal at both the Extraordinary General Shareholders’ Meeting and the General Class Shareholders’ Meeting.
If each of the procedures above is implemented, all shares of common stock issued by the Company will be madesubject to the option to call all shares and all such shares (other than treasury shares) will thereafter be acquired by theCompany. The shareholders of the Company (excluding the Company itself) will receive a different class of sharesof the Company as consideration for the acquisition. Any shareholder who is delivered a fraction of one share of
the shares of a different class of the Company to be delivered will instead receive an amount of money obtained byselling the shares of a different class of the Company equivalent to the total number of such fractions (any fraction in
the total will be rounded off) or otherwise, in accordance with the procedures under Article 234 of the Companies Act
and other relevant laws and regulations. The sale price of such shares of a different class of the Company
equivalent to the total number of the fractions will be valued so that the amount of money to be delivered to eachshareholder as a result of the sale will be equal to the price obtained by multiplying the Tender Offer Price by the
number of shares of the Common Stock of the Company held by each such shareholder. The class and number ofthe shares of the Company to be delivered as consideration for the acquisition of shares of Common Stock of theCompany with an option to call all shares has not been determined as of the date hereof. However, the number ofthe shares will be determined so that the number of shares of the Company to be delivered to the shareholders of theCompany (other than the Offeror) who did not tender their shares in the Tender Offer will be a fraction of one sharein order for the Offeror to hold all of the issued shares of the Company (other than treasury shares held by theCompany).
With respect to the provisions under the Companies Act that are designed to protect minority shareholders in relation
to procedures (ii) and (iii) above, the Companies Act provides that (a) the shareholders may request the purchase of12their shares in accordance with Articles 116 and 117 of the Companies Act and other provisions of relevant laws andregulations if the Articles of Incorporation are amended to impose an option to call all shares of the common stock set
out in (ii) above; and (b) the shareholders may file a petition to a court to determine the acquisition price of theirshares 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 Extraordinary
General Shareholders’ Meeting. The purchase price and acquisition price per share obtained through the methods
above will ultimately be determined by a court. If an acquisition by an option to call all shares becomes effective,
the shareholders may be deemed to have lost their standing to file the petition for the determination of the purchaseprice under Article 117, Paragraph 2 of the Companies Act.
The procedures above, whereby all shares of common stock issued by the Company will be made subject to theoption to call all shares and the shares of a different class of the Company will be delivered as consideration for theacquisition of all such shares, may be replaced with other methods that have a substantially comparable effectdepending on the circumstances of interpretation of any relevant law or regulation by the relevant authorities, theownership of shares by the Offeror after the Tender Offer and the ownership of shares of the Company by theCompany’s shareholders other than the Offeror after the Tender Offer. However, even in such case, the Offeror
intends to adopt the method of ultimately delivering money to the Company’s shareholders (other than the Offeror)
who did not tender their shares in the Tender Offer. The amount of money to be delivered to the Company’s
shareholders in such case is also expected to be valued so that it will be equal to the price obtained by multiplying theTender Offer Price by the number of shares of the Common Stock of the Company held by such shareholders.
The Offeror plans to complete the Squeeze-out Procedures by around June 2014 in principle.
If the Offeror fails to acquire all Stock Acquisition Rights in the Tender Offer despite a successful completion of theTender Offer, the Offeror plans to request the Company to acquire the Stock Acquisition Rights, encourage theholders of the Stock Acquisition Rights to waive their Stock Acquisition Rights or take any other procedures
reasonably required to conduct the Transaction. If the Offeror fails to acquire all Convertible Bonds in the Tender
Offer despite a successful completion of the Tender Offer, the Convertible Bonds which failed to be acquired in theTender Offer will be redeemed at 16,000,000 yen per 10,000,000 yen in face value in accordance with the provisionsof early redemption.
The Offeror plans to carry out an absorption-type merger with the Company after implementing each of theprocedures above, but the specific schedule has not been determined yet.
The Tender Offer is not intended to solicit the shareholders of the Company to approve the proposals at theExtraordinary General Shareholders’ Meeting and the General Class Shareholders’ Meeting.
(5)

Measures to Ensure Fairness of the Tender Offer, such as Measures to Ensure Fairness of the Tender Offer
Price and to Avoid Conflicts of Interest

The Company and the Offeror have taken the following measures in order to ensure fairness of the Tender Offer
Price, the purchase price per Stock Acquisition Right and the purchase price per 10,000,000 yen in face value of theConvertible Bonds and to avoid arbitrariness and conflicts of interest in the decision-making process to decide theconduct of the Tender Offer.
1)

Deliberation, Discussion, Negotiation, etc., by the Project TeamAs provided in the above part “(2) Grounds of and Reasons for the Opinion on the Tender Offer”, after the Company
13

received Bain Capital’s offer regarding the Transaction, the Company established the Project Team on October 25,
2013. The Project Team, whose secretariat is the chief of the Corporate Strategy Unit of the Company, is led by twoof the three directors of the Company, Mr. Katsumi Konishi and Mr. Naoya Sugiyama (except Mr. Shinichi Misawa,
an outside director) who have no special interests in the Transaction (Note 3). The purposes of the Project Team areto hold the board of directors meetings pertaining to the Transaction in a fair manner, to eliminate to the extent
possible arbitrariness in the decision-making process, and to discuss, deliberate and negotiate the Transaction fromthe perspectives of the corporate value of the Company and, thus, the common interests of the shareholders of theCompany. The Project Team has discussed and deliberated upon the pros and cons, etc. of the Transaction based on
the above perspectives, and has discussed and negotiated with Bain Capital regarding the Transaction on multiple
occasions.
(Note 3) With regard to the Tender Offer, Mr. Katsumi Konishi, Mr. Naoya Sugiyama and Mr. Shinichi Misawa havenever discussed with the Offeror regarding the tendering of the shares of common stock of the Company or the Stock
Acquisition Rights held by them in the Tender Offer, or that they will continue to manage the Company after theTender Offer, or that they will receive any other special benefit in implementing the Transaction, and the like.
Specifically, from late-October, 2013, the Project Team discussed and deliberated upon the Transaction and also
discussed with the advisors mentioned in the below parts “3) Obtaining a Share Valuation Report, etc. from an
Independent Third Party Financial Advisor by the Company” and “4) Obtaining Advice from an Independent Law
Firm by the Company”, who are independent from the Offeror and the Company. From the perspectives of thecorporate value of the Company and, thus, the common interests of the shareholders of the Company, the Project
Team established the Company’s business plan, calculated the corporate value based on the business plan, clarified
the purpose of the Transaction, and carried out the matters, etc. necessary to proceed with the various procedures
regarding the Transaction in a fair manner. The Project Team also carefully discussed and deliberated upon theappropriateness of the purchase conditions of the Tender Offer (including the Tender Offer Price, the purchase priceper Stock Acquisition Right, the purchase price per 10,000,000 yen in face value of the Convertible Bonds) and thefairness of the series of procedures of the Transaction, and discussed and negotiated on numerous occasions with
Bain Capital about the Transaction.
In addition to the above, as provided in the below part “5) Deliberation by the Third Party Committee”, the Company
obtained from the Third Party Committee, who are highly independent from the Offeror and the Company, a
response letter stating that: (a) the Transaction is recognized to be conducted for the purpose of improving thecorporate value of the Company and the purpose of the Transaction is legitimate; (b) the procedures in the course ofnegotiation of the Transaction are recognized to be fair; (c) the consideration to be paid to the shareholders andholders of the Stock Acquisition Rights and the Convertible Bonds of the Company in the Transaction is appropriate;and (d) the Transaction is recognized not to be disadvantageous to the minority shareholders of the Company basedon the assumptions in items (a) through (c) above and other matters (the “Response Letter”)
As provided in the below part “4. Matters regarding Material Agreement(s) related to Acceptance of the Tender Offer
between the Offeror and the Shareholders of the Company”, Mr. Sugimoto has not been appointed as a member of
the Project Team nor participated in any deliberation and the like of the above matters by the Project Team because
Mr. Sugimoto was expected to agree with the Offeror in relation to the Transaction to, among other things, tender allof the shares of common stock of the Company that he owns, etc.
2)

Examination of Purchase Prices by the Offeror(i)Common Stock
14

According to the Offeror, in determining the Tender Offer Price, the Offeror made a broad-ranging andcomprehensive analysis on the business and financial status of the Company based on the financial information andother materials disclosed by the Company, the results of due diligence conducted with respect to the Company, andother matters. In light of the fact that the shares of Common Stock of the Company are traded on a financial
instruments exchange, the Offeror also referred to the trends of the closing price (674 yen) of the shares of Common
Stock of the Company on the Tokyo Stock Exchange as of December 10, 2013, which is the business day
immediately preceding the date hereof and the simple average closing prices of the last one month, the last threemonths and the last six months (628 yen, 614 yen and 608 yen respectively, all rounded to the nearest whole number;the same applies for calculations of simple averages hereinafter). In addition, by comprehensively taking into
consideration the examples of premiums added when determining tender offer prices in tender offers in the past threeyear period similar to the Tender Offer, the possibility of endorsement of the Tender Offer by the Company and theprospect of successful completion of the Tender Offer, and upon discussion and negotiation with the Expected
Tendering Shareholders, etc. and the Company, the Offeror has determined the Tender Offer Price to be 786 yen on
the date hereof. The Offeror has determined the Tender Offer Price by comprehensively taking into consideration
the factors above and upon discussion and negotiation with the Expected Tendering Shareholders, etc. and theCompany, and has not obtained any share valuation report from any third-party appraiser.
The Tender Offer Price represents, a premium of 16.62% (rounded to two decimal places; the same applies forcalculations of premium rates hereinafter) on 674 yen, the closing price of the shares of the Common Stock of theCompany on the Tokyo Stock Exchange as of December 10, 2013, which is the business day immediately preceding
the date hereof, a premium of 25.16% on 628 yen, the simple average closing price for the last one month, a premiumof 28.01% on 614 yen, the simple average closing price for the last three months, and a premium of 29.28% on 608
yen, the simple average closing price for the last six months.
(ii)

Stock Acquisition Rights

The exercise price of each Stock Acquisition Rights per share of the Common Stock of the Company falls below theTender Offer Price as of the date hereof. Therefore, the Offeror has determined that, the purchase price, etc. per
Sixth Series Stock Acquisition Right is to be 206,400 yen, which is obtained by multiplying the difference (516 yen)of the Tender Offer Price (786 yen) and the exercise price of each Sixth Series Stock Acquisition Right per share of
the Common Stock of the Company (270 yen) by the number of shares of the Common Stock underlying each Sixth
Series Stock Acquisition Right (400 shares), the purchase price, etc. per Seventh Series Stock Acquisition Right is
to be 206,400 yen, which is obtained by multiplying the difference (516 yen) of the Tender Offer Price (786 yen) andthe exercise price of each Seventh Series Stock Acquisition Right per share of the Common Stock of the Company(270 yen) by the number of shares of the Common Stock underlying each Seventh Series Stock Acquisition Right(400 shares), the purchase price, etc. per Eighth Series Stock Acquisition Right is to be 181,200 yen, which is
obtained by multiplying the difference (453 yen) of the Tender Offer Price (786 yen) and the exercise price of each
Eighth Series Stock Acquisition Right per share of the Common Stock of the Company (333 yen) by the number ofshares of the Common Stock underlying each Eighth Series Stock Acquisition Right (400 shares) and the purchaseprice, etc. per Ninth Series Stock Acquisition Right is to be 62,400 yen, which is obtained by multiplying thedifference (312 yen) of the Tender Offer Price (786 yen) and the exercise price of each Ninth Series Stock
Acquisition Right per share of the common stock of the Company (474 yen) by the number of shares of the Common
Stock underlying each Eighth Series Stock Acquisition Right (200 shares).
As described in “(4) Policy for Organizational Restructuring, etc. after the Tender Offer (Matters relating to so-called“Two-Step Acquisitions”)” below, if the Offeror fails to acquire all Stock Acquisition Rights in the Tender Offer
despite a successful completion of the Tender Offer, the Offeror plans to request the Company to acquire the Stock
Acquisition Rights, encourage the holders of the Stock Acquisition Rights to waive their Stock Acquisition Rights or
15

carry out any other procedures reasonably required to conduct the Transaction.
In addition, although approval by the board of directors of the Company is required for acquisition of any Stock
Acquisition Rights by transfer, the board of directors of the Company has resolved to comprehensively approve thatthe holders of the Stock Acquisition Rights transfer their Stock Acquisition Rights to the Offeror by tendering their
Stock Acquisition Rights in the Tender Offer, subject to the successful completion of the Tender Offer.
(iii)

Bonds with Stock Acquisition Rights

According to the Offeror, the Offeror has determined that the purchase price per 10,000,000 yen in face value of theConvertible Bonds to be 16,212,822 yen, which is obtained by multiplying the face value of the Convertible Bonds(10,000,000 yen) divided by the effective conversion price (484.8 yen) as of the date hereof (20,627 shares) (anyfraction will be rounded off) by the Tender Offer Price (786 yen). Such purchase price of 16,212,822 yen represents apremium of 62.13% on the face value.
If the Tender Offer is successful and the Transaction is conducted, after the resolution of each proposal describedabove at the Extraordinary General Shareholders’ Meeting and the General Class Shareholders’ Meeting, theConvertible Bonds which failed to be acquired in the Tender Offer will be redeemed at 16,000,000 yen per
10,000,000 yen in face value, which is the highest redemption amount applicable in accordance with the provisionsof early redemption. The purchase price per 10,000,000 yen in face value of the Convertible Bonds (16,212,822
yen) exceeds such redemption amount per 10,000,000 yen in face value of the Convertible Bonds (16,000,000 yen).
3)

Obtaining a Share Valuation Report, etc. from an Independent Third Party Financial Advisor by theCompany

In order to ensure the fairness of the Company’s decision-making process in evaluating the Tender Offer Price, theCompany appointed as its financial advisor BofA Merrill Lynch, which is a third party valuation institution,
independent of the Offeror and the Company and is not a related party. The Company requested BofA Merrill
Lynch to calculate the value of the Company’s shares, and the board of directors of the Company has obtained from
BofA Merrill Lynch a share valuation report (the “Share Valuation Report”) dated the date hereof. After considering
extensively which methods should be applied to calculate the value of the Common Stock of the Company among
various methods available, and assuming that the Company is an ongoing entity and keeping in mind that theCommon Stock of the Company should be analyzed multilaterally, BofA Merrill Lynch decided to calculate the pershare value of the Company using a market price analysis, which considered the trends of the Company’s market
share price, as well as a DCF analysis, which took into account the financial results, forecasts and other aspects of theCompany.
According to the Share Valuation Report, the results of the analyses by BofA Merrill Lynch of the value of theCompany’s shares are as follows:
The market price analysis was based on the closing price of the shares of the Company (674 yen) on December 10,
2013 (“Reference Date”) and the average closing prices of the shares of the Company for the period of one month(628 yen), three months (614 yen) and six months (608 yen) preceding the Reference Date. Under the DCF
analysis, the per share value of the Company was calculated by discounting at a certain rate the future cash flows
based on the financial projections for the Company that were provided to BofA Merrill Lynch by the Company, suchfinancial projections covering five fiscal years of the Company from June 30, 2014 to June 30, 2018 without taking
into account synergies or other effects of the Transaction. New domestic and overseas business expansions throughMergers & Acquisitions, which were assumed in the mid-term business plan of the Company announced on August 3,
2011 by the Company but which have not been executed up to the date hereof, are not reflected in the financial
16

projections provided by the Company for use in connection with the DCF analysis. Although the Company
believes that such new business expansions will contribute to increase the value of the Company in the medium tolong-term, as no concrete plan has been set as of the date hereof, there is still substantial uncertainty regarding theearnings forecasts as well as the expense and capital expenditure estimates of such new business expansions.
Therefore, the Company decided it would not be appropriate to include the new business expansions into thefinancial projections for the evaluation of the Tender Offer Price. On the other hand, on December 6, 2013, theCompany executed a definitive agreement regarding the purchase of shares with Dentsu to acquire a 51% interest in
Dentsu Marketing Insight (the “Dentsu Marketing Insight Share Acquisition”). Although the effect of the Dentsu
Marketing Insight Share Acquisition has not been included in the mid-term business plan of the Company,
considering that a definitive agreement has already been executed, the Dentsu Marketing Insight Share Acquisition
has been included in the financial projections used in connection with the DCF analysis assuming it will becompleted. Furthermore, the Company has forecasted a substantial increase in profits for one of the fiscal years.
In particular, for the fiscal year ending June 30, 2015 (the next fiscal year), assuming the full-scale contribution of the
profits from the new businesses that have already been launched during the current fiscal year, including the do-ityourself research service “Questant” that began service in October 2013 the completion of the Dentsu Marketing
Insight Share Acquisition, the Company’s sales and operating income are expected to increase to 24,710,000,000 yen
and 4,742,000,000 yen , respectively, from those of the current fiscal year, which were 20,935,000,000 yen and
3,633,000,000 yen, respectively.
The below table represents the results of the analyses detailed above.
Methodology

Resulting Range of the Per Share Value

Market price analysis

608 - 674 yen

DCF analysis

719 - 874 yen

Additionally, the board of directors of the Company obtained from BofA Merrill Lynch an opinion (a fairness
opinion) (the “Opinion”) dated the date hereof stating that under certain assumptions and conditions, the Tender Offer
Price is fair, from a financial point of view, to the holders of the Common Stock of the Company (except with respect
to the Offeror, Mr. Sugimoto, Vanilla Sky and Yahoo).
The board of directors of the Company also received from BofA Merrill Lynch supplemental explanations about theassumptions and disclaimers regarding the Share Valuation Report and the Opinion. For the details of those
explanations, please refer to (Note 4) below.
The Company did not obtain from BofA Merrill Lynch a valuation report or a fairness opinion concerning thepurchase price per Stock Acquisition Right or the purchase price per 10,000,000 yen in face value of the Convertible
Bonds.
(Note 4) BofA Merrill Lynch has made qualitative judgments as to the significance and relevance of each analysis
and each factor considered in the course of preparing its report of the findings of its analyses. Accordingly, theanalyses conducted by BofA Merrill Lynch must be considered in their entirety and selecting certain portions of its
analyses or certain factors, without considering all analyses and factors, could create an incomplete or incorrect viewof the processes underlying such report or opinion. In its analyses, BofA Merrill Lynch made numerous
assumptions including with respect to the Company and its affiliates, industry performance and regulatoryenvironment, general business, economic, market and financial conditions, etc., many of which are beyond thecontrol of the Company and involve the application of complex methodologies and educated judgment. No
company used in any analysis as a comparable company is identical to the Company. The foregoing analyses and17estimates are not an appraisal of the value of businesses, companies or securities, and the ranges of share value
resulting from such analyses may not indicate the present or future prices at which such businesses, companies or
securities may actually be sold. Such present or future prices may be significantly different from those suggested bysuch analyses. Accordingly, the analyses and estimates are inherently subject to substantial uncertainty.
In the course of preparing the Share Valuation Report and the Opinion, BofA Merrill Lynch has assumed and relied
upon, without independent verification, the accuracy and completeness of the financial and other information anddata publicly available or provided to or otherwise reviewed by or discussed with BofA Merrill Lynch and assumed
the Company is not aware of any facts or circumstances that would make any material information or data inaccurate
or misleading.
With respect to certain financial forecasts relating to the Company prepared by the Company (“Company Forecast”),
BofA Merrill Lynch has assumed that such forecasts have been reasonably prepared on bases reflecting the best
currently available estimates and good faith judgments of the managements of the Company as to the future financial
performance of the Company.
The Company executed a definitive agreement regarding the purchase of shares with Dentsu on December 6, 2013
regarding the Dentsu Marketing Insight Share Acquisition. With respect to certain financial forecasts relating to
Dentsu Marketing Insight prepared by the Company (“Dentsu Marketing Insight Forecast”) , BofA Merrill Lynch has
assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimatesand good faith judgments of the management of the Company as to the future financial performance of Dentsu
Marketing Insight.
BofA Merrill Lynch has not made or been provided with any independent evaluation or appraisal of the assets or
liabilities (including contingent liabilities or otherwise) of the Company or its respective affiliates (including Dentsu
Marketing Insight or its affiliates; the same shall apply hereinafter in this Note 4), nor has it been obliged to make any
physical inspection of the properties or assets of the Company or its affiliates. BofA Merrill Lynch has notevaluated the solvency or fair value of the Company under any laws to bankruptcy, insolvency or similar matters.
BofA Merrill Lynch has also assumed, at the direction of the Company, that the Transaction and the Dentsu
Marketing Insight Share Acquisition will be consummated in accordance with their respective terms, without waiver,modification or amendment of any material term, condition or agreement and that, in the course of obtaining thenecessary governmental, regulatory and other approvals, consents, releases and waivers for the Transaction or the
Dentsu Marketing Insight Share Acquisition, no delay, limitation, restriction or condition, including any divestiture
requirements or amendments or modifications, will be imposed that would have an adverse effect on the Offeror, theCompany or the contemplated benefits of the Transaction. BofA Merrill Lynch has also assumed, with thepermission of the Company, that certain accounting and tax-related procedures will be followed in connection with
the Transaction, and that the Transaction will not be a taxable transaction for the Offeror or the Company. In
preparing the Share Valuation Report and the Opinion, BofA Merrill Lynch has assumed, at the direction of theCompany, that the Common Stock of the Company may be diluted based on certain assumptions as a result of theconversion of the Stock Acquisition Rights and the Convertible Bonds issued by the Company. BofA Merrill Lynch
expresses no view or opinion as to the existence or the timing of the exercise of the stock acquisition rights by theholders of any Stock Acquisition Rights or any Convertible Bonds. The Share Valuation Report and the Opinion
provided by BofA Merrill Lynch is based on financial information prepared in accordance with generally accepted
accounting principles in Japan.
BofA Merrill Lynch does not express any view or opinion as to any terms or other aspects of the Transaction or the
Dentsu Marketing Insight Share Acquisition, including, without limitation, the form or structure, etc. of the18Transaction (other than the Tender Offer Price to the extent expressly set out in the Opinion). BofA Merrill Lynch
was not requested to, and did not, solicit indications of interest or proposals from third parties regarding a possible
acquisition of the Company or any alternative transaction. Its opinion is limited to the fairness concerning theTender Offer Price of the Tender Offer, from a financial perspective, to the holders of the Common Stock of theCompany (except with respect to the Offeror, Mr. Sugimoto, Vanilla Sky and Yahoo) and does not express any
opinion or view with respect to any consideration received in connection with the Transaction by the holders of any
class of securities, creditors or other constituencies of any party (other than such holders of the Common Stock of theCompany). In addition, no opinion or view is expressed as to the relative merits of the Transaction in comparison toother strategic actions or transactions that are available to the Company or may be executed by the Company, or as tothe underlying business decision of the Company to support the Tender Offer or recommend to the shareholders totender their shares in the Tender Offer as well as to proceed with the Transaction.
BofA Merrill Lynch is not expressing any opinion or views as to the value that the common stock of the Company
will trade at any time, including following announcement or consummation of the Tender Offer or as to theappropriateness of the trade of any shares. Further, BofA Merrill Lynch does not express any opinion or
recommendation as to whether any shareholder should tender its shares in the Tender Offer or how any shareholder
should exercise its voting rights or act in connection with the Transaction or any related matter.
BofA Merrill Lynch has acted as financial advisor to the Company in connection with the Tender Offer and will
receive a fee for its services, the entire amount of which is contingent upon consummation of the Tender Offer. The
Company has agreed to reimburse BofA Merrill Lynch’s actual expenses and indemnify BofA Merrill Lynch against
certain liabilities arising out of its engagement.
BofA Merrill Lynch and its affiliates comprise a full service securities firm and a commercial bank engaged insecurities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal
investing while providing investment banking services, corporate and private banking, asset and investment
management, financing and financial advisory services and other commercial services and products to a wide rangeof companies, government bodies and individuals. In the ordinary course of our businesses, BofA Merrill Lynchand its affiliates may invest on a principal basis or on behalf of customers, or manage funds that invest, purchase or
hold long or short positions, finance positions or trade or otherwise effect transactions, in equity, debt or othersecurities or financial instruments (including derivatives, bank loans or other obligations) of the Company, theOfferor and their respective affiliates.
BofA Merrill Lynch and its affiliates may provide, investment banking, corporate banking and other financial
services to the Company or its affiliates and may receive fees for the rendering of such services.
Furthermore, BofA Merrill Lynch and its affiliates may have provided or may provide in the future investmentbanking, corporate banking and other financial services to the Offeror or its affiliates (including Bain Capital, itsaffiliates, and the funds or the portfolio companies managed by Bain Capital or its affiliates) and may have received
or may receive fees for the rendering of such services.
It is understood that the Share Valuation Report and the Opinion provided by BofA Merrill Lynch is for the benefit
and the use of the board of directors of the Company (in its capacity as such) in connection with and for purposes of
its evaluation of the Tender Offer and may not be relied upon or used for any purpose or by any party other than theforegoing.
Each of the Share Valuation Report and the Opinion provided by BofA Merrill Lynch is necessarily based on thefinancial, economic, monetary, market and other conditions and circumstances as in effect on, and the information19

made available to BofA Merrill Lynch as of, the date thereof. It should be understood that subsequentdevelopments may affect the contents of the Share Valuation Report or the Opinion, and BofA Merrill Lynch does
not have any obligation to update, revise or reaffirm the Share Valuation Report or the Opinion.
BofA Merrill Lynch does not provide advice on any legal, accounting or tax matters.
4)

Obtaining Advice from an Independent Law Firm by the Company

In order to ensure transparency and reasonableness in the decision-making process and the like in relation to theTransaction, the Project Team engaged TMI, a legal adviser which is independent from the Offeror and the Company,
and received legal advice from TMI on the decision-making process, method of decision-making and other matters to
be noted on decision-making related to the Transaction.
5)

Deliberation by the Third Party Committee

On November 8, 2013, the Project Team established the Third Party Committee that is composed of three outside
experts who are highly independent from the Offeror and the board of directors of the Company, Mr. Somitsu
Takehara (certified public accountant, representative director of ZECOO Partners Inc.), Ippei Takushima (attorney-atlaw, partner of Kimura Takushima & Yamaguchi), and Takuya Hashimoto (certified public accountant, es Networks
Co., Ltd.) in order to ensure fairness of deliberation and resolutions on the Transaction including the Tender Offer by
the board of directors of the Company and to eliminate arbitrariness in the decision-making process of the board of
directors. The Project Team consulted with the Third Party Committee regarding: (a) legitimacy of the purpose of
the Transaction; (b) fairness of procedures in the course of the negotiation of the Transaction; (c) appropriateness ofthe consideration to be paid to the shareholders and the holders of the Stock Acquisition Rights and the holders of theConvertible Bonds of the Company in the Transaction; and (d) based on the assumptions in items (a) through (c) andother matters, whether or not the Transaction is disadvantageous to the minority shareholders of the Company(“Consulted Matters”), and requested the Third Party Committee to express their opinion on the Consulted Matters to
the Project Team. In the Transaction, although there is no party that qualifies to be a controlling shareholder of theCompany as of the commencement of the Tender Offer, the Offeror will be the controlling shareholder of theCompany after the closing of the Tender Offer, and therefore the Squeeze-out Procedures (details of which are statedin the above part “(4) Policy for Organizational Restructuring, etc. after the Tender Offer (Matters relating to socalled “Two-Step Acquisitions”)”), which will be carried out after the closing of the Tender Offer, will be a so-called“significant transaction, etc., with controlling shareholder” (provided for in Article 441-2 of the Securities Listing
Regulations enacted by the Tokyo Stock Exchange). Hence, the Company decided to deem the Tender Offer andthe Squeeze-out Procedures after the closing of the Tender Offer together as one matter and to receive theaforementioned opinion on the Consulted Matters from the Third Party Committee at this stage.
The Third Party Committee received explanations by the Project Team on details of the offer from Bain Capital andthe Offeror and the independence of BofA Merrill Lynch and TMI from the Company, as well as the purposes of theTender Offer and the series of procedures scheduled after the Tender Offer which are stated in the above part “(4)Policy for Organizational Restructuring, etc. after the Tender Offer (Matters relating to so-called “Two-Step
Acquisitions”)”, specific details of the corporate value of the Company which is expected to improve thereby andother related things, and asked questions to, and received answers of such questions from, the Project Team regarding
those points. In addition, as stated in the below part “4. Matters regarding Material Agreement(s) related to
Acceptance of the Tender Offer between the Offeror and the Shareholders of the Company”, the Third Party
Committee confirmed with Mr. Sugimoto, who is agreeing with the Offeror in relation to the Tender Offer to tender
all of the shares of common stock of the Company that he owns, etc., details of the above-mentioned TOB
acceptance agreement, executive service agreement, and the like for the purpose of confirming the existence of any
20

common interest between Mr. Sugimoto and the Offeror. Furthermore, the Third Party Committee received
explanations from BofA Merrill Lynch regarding its independence from the Offeror and the Company, and asked
questions to, and received answers to such questions from, BofA Merrill Lynch on details of the offer from theOfferor and the valuation of the shares of common stock of the Company from financial perspectives. Also, theThird Party Committee received explanations from TMI on their independence from the Offeror and the Company,
and received advice as necessary on the fairness of the procedures related to the Transaction and the like.
Under these circumstances, as a result of the Third Party Committee’s careful discussion and deliberation of theConsulted Matters based on the results of the deliberation, upon taking into account that: (A) in relation to themeaning and purpose of the Transaction including the Tender Offer, they received an explanation by the Project
Team, Mr. Sugimoto and Bain Capital which was similar to the statements in the above part “(2) Grounds of andReasons for the Opinion on the Tender Offer”, and such explanation, together with the other materials, does not include
anything that gives rise to any question regarding the fairness of the purpose of the Transaction , and the directors who
belong to the Project Team aim to implement the Transaction based on their appropriate collection of information, and no
aspect had been found in the decision of the Project Team that deviates from appropriate business judgment; (B) in order toensure the fairness of the decision-making of, and avoid any conflicts of interest by, the board of directors of theCompany in relation to the Transaction, the respective measures stated in this part “(5) Measures to Ensure Fairnessof the Tender Offer, such as Measures to Ensure Fairness of the Tender Offer Price and to Avoid Conflicts of Interest”
had been implemented; (C) as well as the Tender Offer Price can be considered to have been determined through sincere
negotiation between the Project Team and Bain Capital with measures to avoid any conflict of interest implemented, it has
been agreed through negotiation on price between Bain Capital and Yahoo, which are independent from each other, and no
unreasonable points had been found in the Share Valuation Report or the Opinion received from BofA Merrill Lynch, and it
is highly possible that the level of the Tender Offer Price would be deemed fair in light of the past court cases regarding
similar transactions; and (D) the tender offer registration statement and other documents for the Tender Offer would

explicitly state that the amount to be paid to each shareholder of the Company in the Squeeze-out Procedures, whichis scheduled after the Tender Offer, would be calculated in a way that it would be identical to the amount obtained bymultiplying the Tender Offer Price by the number of the shares of common stock of the Company held by theshareholder, on December 10, 2013, the Third Party Committee submitted the Response Letter to the Project Teamstating that: (a) the Transaction is recognized to be conducted for the purpose of improving the corporate value of theCompany and the purpose of the Transaction is legitimate; (b) the procedures in the negotiation process pertaining to
the Transaction are recognized to be fair; (c) the consideration to be paid to the shareholders, holders of the Stock
Acquisition Rights, and holders of the Convertible Bonds in relation to the Transaction is appropriate; and (d) the
Transaction is recognized not to be disadvantageous to the minority shareholders of the Company based on theassumptions in items (a) through (c) among other items; and the Project Team submitted the Response Letter to theboard of directors of the Company on the date hereof.
6)

Approvals of All Directors without Conflicts of Interest and Consents of All Statutory Auditors

Upon taking into account the Share Valuation Report obtained from BofA Merrill Lynch, the legal advice obtained
from TMI, the Response Letter submitted by the Third Party Committee and other related materials, etc., the board of
directors of the Company carefully discussed and deliberated upon the various terms and conditions of theTransaction. The Company believes, in order to improve the Company’s corporate value in the medium to longterm, it is necessary to take advantage of all of the management resources held by the Company and to seize allbusiness opportunities appropriately, and while targeting as ever to grow continuously in the domestic marketing
research domain, the growth of which is slowing down, it is important to rapidly, attempt to expand marketing
research services by taking advantage of M&As and alliances in regions such as Japan and North America, develop
new services in the marketing research domain; develop a new system to acquire various kinds of big data andanalyze such data to proactively enter the database business domain such as through purchasing data, develop new21

marketing services utilizing smart devices, and invest proactively from the initial stage of the launch of services tobenefit from the advantages of being the first in the market. However, the Company acknowledges that in order togrow in the medium to long term by implementing these management measures and to continuously improve theCompany’s corporate value, it is necessary to continuously conduct daring and flexible business investment not only
during the initial stage of investment, and therefore the board of directors of the Company came to the conclusionthat the best option for the Company is to avoid forcing the general shareholders to bear risks associated with suchinvestment such as deterioration of profits or cash flow caused due to a temporary increase in expenses byconducting the Tender Offer, delisting the common stock of the Company and making the Company a wholly-owned
subsidiary of the Offeror, so that the Company is able to avoid such risks by consistently implementing
comprehensive management policies without being affected by short-term performance fluctuations, as well as tomaximize the advantages brought by providing the human resources, know-how and funds of the Offeror. Given
the above and in consideration of the Share Valuation Report obtained from BofA Merrill Lynch, the legal advice
from TMI, and the Response Letter provided by the Third Party Committee and other related materials, etc., theboard of directors of the Company determined that the Tender Offer Price, the purchase price, etc. per Stock
Acquisition Right, the purchase price, etc. per 10,000,000 yen in face value of the Convertible Bonds, and the otherterms and conditions of the Tender Offer are appropriate for the shareholders, holders of the Stock Acquisition Rights
and holders of the Convertible Bonds of the Company, and that the Tender Offer provides to the shareholders, holdersof the Stock Acquisition Rights and holders of the Convertible Bonds of the Company an opportunity to sell theshares, the Stock Acquisition Rights and the Convertible Bonds at a price to which a reasonable premium has been
added. Therefore, the board of directors of the Company adopted a unanimous resolution (excluding Mr. Sugimoto,the representative director, chairman and president of the Company) at the its meeting held on the date hereof to theeffect that it expresses an opinion to endorse the Tender Offer and that it recommends to the shareholders, holders of
the Stock Acquisition Rights and holders of the Convertible Bonds of the Company to tender their shares, Stock
Acquisition Rights and Convertible Bonds in the Tender Offer.
Mr. Sugimoto, who is the representative director, chairman and president of the Company, as provided in the below
part “4. Matters regarding Material Agreement(s) related to Acceptance of the Tender Offer between the Offeror andthe Shareholders of the Company”, in order to avoid any doubt that there may be a conflict of interest, has notparticipated in any deliberation or adoption of any of the relevant resolutions by the board of directors of theCompany, and has not participated in any discussion or negotiation with Bain Capital and the Offeror from theCompany’s standpoint because Mr. Sugimoto agreed with the Offeror in relation to the Tender Offer to, among otherthings, tender all of the shares of common stock of the Company that he owns.
Furthermore, at the above-mentioned board of directors meeting, all statutory auditors of the Company participated,
and all such statutory auditors unanimously expressed their opinion that they have no objection to the board of
directors’ resolutions to the effect that it expresses its opinion to endorse the Tender Offer and that it recommends tothe shareholders, the holders of the Stock Acquisition Rights and the holders of the Convertible Bonds of theCompany to tender shares, their Stock Acquisition Rights and Convertible Bonds in the Tender Offer.
As provided in the above part “3) Obtaining a Share Valuation Report, etc. from an Independent Third Party
Financial Advisor by the Company”, the board of directors of the Company obtained from BofA Merrill Lynch an
opinion (a fairness opinion) dated the date hereof stating that under certain assumptions and conditions, the Tender
Offer Price is fair, from a financial point of view, to the holders of the common stock of the Company (except withrespect to the Offeror, Mr. Sugimoto, Vanilla Sky and Yahoo).
7)

Setting a Relatively Long Tender Offer Period

While the minimum period for tender offers under laws and regulations is 20 Business Days, the Offeror has set theTender Offer Period as 30 Business Days. It is stated that setting a relatively long Tender Offer Period ensures an22

appropriate opportunity for the shareholders of the Company, the holders of the Stock Acquisition Rights and theholders of the Convertible Bonds to make a decision whether to tender, etc. their shares in the Tender Offer as well as
ensures an opportunity for any party other than the Offeror to purchase Share Certificates, Etc. of the Company, as ameans to guarantee the appropriateness of the Tender Offer Price, the purchase price per Stock Acquisition Right andthe purchase price per 10,000,000 yen in face value of the Convertible Bonds.
It is stated that neither the Offeror nor any of its affiliates has executed any agreement, etc. with the Company which
includes deal protection provisions to prohibit the Company from having contact with a counter offeror or which
otherwise limit the opportunity for a counter offeror to have contact, etc. with the Company. The Offeror and its
affiliates give consideration to ensure fairness of the Tender Offer by not only setting the Tender Offer Period as
above but also ensuring the opportunity for a counter offer., etc.
8)

Setting the minimum number of Share Certificates, Etc. to be purchased

According to the Offeror, it has set the minimum number of Share Certificates, Etc. to be purchased in the Tender
Offer to be 43,577,797 shares. If the total number of the Share Certificates, Etc. tendered falls below the minimum
number of Share Certificates, Etc. to be purchased, the Offeror will not purchase any of the Share Certificates, Etc. sotendered. It is stated that the minimum number of Share Certificates, Etc. to be purchased above is the number ofshares equivalent to two-thirds of the Number of Target Shares. The minimum number of Share Certificates, Etc. tobe purchased is the number of shares (43,577,797 shares) exceeding the total (43,339,948 shares) of (a) the numberof shares (22,026,748 shares) equivalent to the majority of the number of shares (44,053,495 shares) resulting from(i) the Number of Target Shares less (ii) the Number of Expected Tendered Shares (21,313,200 shares) and (b) the
Number of Expected Tendered Shares.
As described above, while the total number of the shares held by the Expected Tendering Shareholders who haveexecuted the TOB acceptance agreements remains at 21,313,200 shares (the ownership ratio: 33.68%), if a large
number of shareholders, holders of the Stock Acquisition Rights and holders of the Convertible Bonds decide not totender their shares of Common Stock of the Company, the Stock Acquisition Rights and the Convertible Bonds in theTender Offer, other than those shares of the Common Stock that are agreed to be tendered in the Tender Offer, theOfferor will not conduct the Tender Offer and thereby will respect the intentions of the shareholders of the Company,
the holders of the Stock Acquisition Rights and the holders of the Convertible Bonds.
4.

Matters regarding Material Agreement(s) related to Acceptance of the Tender Offer between the Offeror
and the Shareholders of the Company

According to the Offeror, the Offeror, in relation to the Tender Offer, has executed as of the date hereof a TOB
acceptance agreement with Mr. Sugimoto, a founder and the representative director, chairman and president of theCompany (the number of shares held: 2,265,000 shares; the ownership ratio: 3.58 %) and with Vanilla Sky, an asset
management company of Mr. Sugimoto, for which Mr. Sugimoto serves as the representative director (the number ofshares held: 4,906,000 shares; and the ownership ratio: 7.75 %), stipulating that Mr. Sugimoto and Vanilla Sky shalltender all of the Common Stock of the Company that they own (the “Acceptance Agreement with Mr. Sugimoto andVanilla Sky”). The Acceptance Agreement with Mr. Sugimoto and Vanilla Sky does not stipulate any conditions
precedent for the tendering of shares by Mr. Sugimoto or Vanilla Sky in the Tender Offer.
According to Mr. Sugimoto and Vanilla Sky, the Common Stock of the Company held by Mr. Sugimoto (2,265,000
shares) is expected to be transferred to Vanilla Sky after the date hereof, and then tendered by Vanilla Sky in theTender Offer. It is expected that there will be a change in a major shareholder of the Company due to such transfer.
In addition, according to the Offeror, the Offeror has executed on December 11, 2013, a TOB acceptance agreement
23with Yahoo which is the largest and a major shareholder of the Company (the number of shares held: 14,142,200
shares; and the ownership ratio: 22.35 %) stipulating that Yahoo shall tender all of the Common Stock of theCompany that it owns (the “Acceptance Agreement with Yahoo”). It is stated that, in the Acceptance Agreementwith Yahoo, the conditions precedent for the tender are that (i) the board of directors of the Company has expressed
an opinion in support of the Tender Offer and such expression of opinion has not been withdrawn, and (ii)representations and warranties made by the Offeror in the Acceptance Agreement with Yahoo (see Note 5 below) aretrue and correct; however, Yahoo may waive or defer any of such conditions precedent at its own discretion and it is
not prohibited or restricted for Yahoo to tender its shares in the Tender Offer at its own decision even if the said
conditions precedent are not satisfied. It is also stated that, in the Acceptance Agreement with Yahoo, there is noagreement to change the contents of the business alliance agreement which the Company has executed with Yahoo
regarding the Company’s business.
(Note 5) According to the Offeror, in the Acceptance Agreement with Yahoo, the Offeror has represented andwarranted that on the execution date of the Acceptance Agreement with Yahoo and at any time during the effective
period of the Acceptance Agreement with Yahoo, the Tender Offer is to be conducted or has been conducted lawfullyand effectively in accordance with the Financial Instruments and Exchange Act, other applicable laws and regulations
and the rules of financial instruments exchanges.
5.

Details of Grant of Interests by the Offeror or Special Related Parties
Not applicable.

6.

Policies Dealing with Basic Policies on Company Control
Not applicable.

7.

Inquiries to the Offeror
Not applicable.

8.

Request for Extension of the Tender Offer Period
Not applicable.

9.

Forecast
Please refer to the above part “3) Tender Offer Management Policy, etc.” of “(2) Grounds of , and Reasons
for, the Opinion on the Tender Offer” in “3. Details of, Grounds of, and Reasons for the Opinion on theTender Offer”.

10.

Miscellaneous

The Company has, as stated in “Notice on Revision of Dividend Forecast for Fiscal Year Ending June 2014” as of thedate hereof, resolved at the board of directors meeting held on the same day to revise its dividend forecast for the fiscal
year ending June 2014 and not to declare an interim or year-end dividend for the fiscal year ending June 2014, on thecondition that the Tender Offer is completed.

(Reference) “Notice of Commencement of Tender Offer for Shares Etc. of MACROMILL, INC.” as of the datehereof.
End

24

[Translation]
December 11, 2013
FOR IMMEDIATE RELEASE
Company: Kabushiki Kaisha BCJ-12
Representative:
Yuji
Sugimoto,
Representative Director

Notice of Commencement of Tender Offer for Shares Etc. of MACROMILL, INC.
Kabushiki Kaisha BCJ-12 (“Offeror”) hereby announces, as described below, that it determined on
December 11, 2013 to acquire the common stock, stock acquisition rights, and convertible bonds of
MACROMILL, INC. (Code No: 3730, First Section of the Tokyo Stock Exchange; “Target Company”)
through a tender offer (“Tender Offer”) under the Financial Instruments and Exchange Act (Act No. 25 of1948, as amended; “Act”).
1.

Purposes of tender offer(1)

Outline of the Tender Offer
The Offeror, a wholly-owned subsidiary of Kabushiki Kaisha BCJ-11, whose issued
shares are all held by an investment fund to which Bain Capital Partners, LLC provides
investment advice, is a joint stock corporation (kabushiki kaisha) incorporated in
November 2013 for the main purpose of holding all issued shares of common stock,stock acquisition rights and convertible bonds of the Target Company and controllingand managing the business of the Target Company.
Bain Capital Partners, LLC and its affiliates (collectively, “Bain Capital”) is aninternational investment company with global assets under management of more than
70 billion U.S. dollars and has been making efforts to add value to the businesses it has
invested in through its team of approximately 30 professionals in Japan since
establishing its Tokyo operation in 2006. Bain Capital is structured around its
professionals with experience primarily in industry or consulting, and through its
provision of on-the-ground support to management and steady implementation of
growth strategies, in addition to the capital and financial support provided by all
investment companies, and it has achieved numerous successes in value creation.
Bain Capital has performed investments in seven companies including Jupiter Shop
Channel Co., Ltd., Skylark Co., Ltd., Domino’s Pizza Japan, Inc. and Bellsystem24,
Inc. in Japan and in more than 300 companies worldwide since its establishment in
1984.
The Offeror will conduct the Tender Offer as part of a transaction (the “Transaction”)
designed to make the Target Company a private company by acquiring and holding allissued shares of common stock of the Target Company (the “Common Stock of theTarget Company”) other than treasury shares held by the Target Company, Stock
Acquisition Rights (defined in the below part “2. Outline of tender offer,” “(3) Price oftender offer,” “(ii) Stock acquisition rights;” hereinafter the same) and Convertible
Bonds (defined in the below part “2. Outline of tender offer,” “(3) Price of tender
offer,” “(iii) Convertible bonds;” hereinafter the same).
The Offeror has set a minimum number of Share Certificates, Etc. to be purchased in
the Tender Offer. If the total number of the Share Certificates, Etc. tendered is lessthan 43,577,797 shares, the Offeror will not purchase any of the Share Certificates, Etc.
so tendered. On the other hand, the Offeror has not set a maximum number of Share1

Certificates, Etc. to be purchased in the Tender Offer. Therefore, if the total numberof the Share Certificates, Etc. tendered is equal to or exceeds the minimum number of
Share Certificates, Etc. to be purchased, the Offeror will purchase all the Share
Certificates, Etc. so tendered. The minimum number of Share Certificates, Etc. to bepurchased is the number of shares (rounded up to the nearest whole number) equivalent
to two-thirds of the number of shares (65,366,695 shares) (the “Number of Target
Shares”) resulting from the following formula: the difference of (A) the sum total(68,865,436 shares) of (i) the total number of issued shares (63,274,150 shares) as ofNovember 30, 2013 stated in the share buyback report filed on December 6, 2013 by
the Target Company (the “Share Buyback Report of the Target Company”) plus (ii) thesum of (a) the number of shares of Common Stock of the Target Company (2,476,600
shares) underlying the stock acquisition rights (400 Sixth Series Stock Acquisition
Rights, 942 Seventh Series Stock Acquisition Rights, 145 Eighth Series Stock
Acquisition Rights and 9,409 Ninth Series Stock Acquisition Rights), the number ofwhich is obtained by deducting the number of the stock acquisition rights that have
expired by November 30, 2013 (according to the Target Company, 200 Sixth Series
Stock Acquisition Rights, 57 Seventh Series Stock Acquisition Rights and 370 Ninth
Series Stock Acquisition Rights have expired respectively by November 30, 2013)
from the number of the Sixth Series Stock Acquisition Rights (600 stock acquisitionrights), the Seventh Series Stock Acquisition Rights (999 stock acquisition rights), theEighth Series Stock Acquisition Rights (145 stock acquisition rights) and the Ninth
Series Stock Acquisition Rights (9,779 stock acquisition rights) as of August 31, 2013stated in the securities report for the 14th Term filed on September 26, 2013 by theTarget Company (the “Securities Report for the 14th Term of the Target Company”)
plus (b) the number of shares of Common Stock of the Target Company (3,114,686
shares) underlying the stock acquisition rights attached to the Convertible Bonds (151
stock acquisition rights), the number of which is obtained by deducting the number ofthe stock acquisition rights attached to the Convertible Bonds that have expired by
November 30, 2013 (according to the Target Company, 14 stock acquisition rights have
expired by November 30, 2013) from the number of the stock acquisition rights
attached to Convertible Bonds (165 stock acquisition rights) as of August 31, 2013stated in the Securities Report for the 14th Term of the Target Company minus (B) the
number of treasury shares held by the Target Company (3,498,741 shares) as ofNovember 30, 2013 stated in the Share Buyback Report of the Target Company. The
minimum number of Share Certificates, Etc. to be purchased is the number of shares(43,577,797 shares) which exceeds the total number of shares (43,339,948 shares)
resulting from the following formula: the sum total of (a) the number of shares(22,026,748 shares, which represents the majority of the number of shares of Common
Stock of the Target Company held by non-interested parties of the Offeror, that is, thenumber of shares of Common Stock of the Target Company equivalent to the so-called“majority of minority”) equivalent to the majority of the number of shares (44,053,495
shares) resulting from (i) the Number of Target Shares minus (ii) the number of sharesof Common Stock of the Target Company held by the Expected Tendering
Shareholders (defined below) (21,313,200 shares; the “Number of Expected Tendered
Shares,” based on the statements in the quarterly report for the first quarter of the 15th
term filed on November 13, 2013 by the Target Company) plus (b) the Number of
Expected Tendered Shares. Based on the above, the Offeror respects the intentions of
the minority shareholders of the Target Company and if it fails to obtain endorsementof the majority of the shareholders other than interested parties of the Offeror, theOfferor will not conduct the Transaction including the Tender Offer.
The Offeror has executed TOB acceptance agreements dated December 11, 2013 with(i) Mr. Tetsuya Sugimoto, a founder and the representative director, chairman andpresident of the Target Company (“Mr. Sugimoto;” the number of shares held:2

2,265,000 shares (according to Mr. Sugimoto, the number of shares held by Mr.
Sugimoto includes 380,000 shares of Common Stock of the Target Company which heobtained upon exercise of his 1,900 Ninth Series Stock Acquisition Rights on
December 3, 2013); the ownership ratio (the ratio (rounded to two decimal places) of
the number of shares held to 63,274,150 shares, the total number of issued shares as ofNovember 30, 2013 stated in the Share Buyback Report of the Target Company;
hereinafter the same): 3.58%) and Vanilla Sky, the asset management company of Mr.
Sugimoto for which Mr. Sugimoto serves as the representative director (“Vanilla Sky;”the number of shares held: 4,906,000 shares; and the ownership ratio: 7.75%), and (ii)Yahoo Japan Corporation, which is the largest and a major shareholder of the Target
Company (“Yahoo;” the number of shares held: 14,142,200 shares; and the ownership
ratio: 22.35%), respectively and, pursuant to these agreements, the Offeror has
obtained their agreement to tender all shares of Common Stock of the Target Company(the number of shares held: 21,313,200 shares in total, the ownership ratio: 33.68% in
total) held respectively (Mr. Sugimoto, Vanilla Sky and Yahoo are collectively referred
to as the “Expected Tendering Shareholders”). Please refer to “(7) Matters regarding
material agreement(s) related to acceptance of the Tender Offer between the Offeror
and the shareholders of the Target Company” below for the outline of the TOB
acceptance agreements above.
In addition, the Offeror and Kabushiki Kaisha BCJ-11 have also executed an executive
service agreement dated December 11, 2013 with Mr. Sugimoto with respect to theappointment of Mr. Sugimoto as a director of the Offeror after the Transaction andother matters. Please refer to “4. Other,” “(1) Agreements between Offeror and theTarget Company or its officers, and the contents thereof,” “(ii) Details of agreements
between the Offeror and officers of the Target Company” below for the outline of theexecutive service agreement above.
If the Offeror fails to acquire all issued shares of the Target Company (other thantreasury shares held by the Target Company) through the Tender Offer, the Offeror
plans to request the Target Company to carry out a series of procedures stated in “(5)Policy for organizational restructuring, etc. after the Tender Offer (matters relating toso-called “Two-Step Acquisitions”)” below to acquire all issued shares of the Target
Company (other than treasury shares of the Target Company) after the Tender Offer.
In addition, the Offeror plans to carry out an absorption-type merger with the Target
Company after acquiring all issued shares of the Target Company (other than treasury
shares held by the Target Company), the Stock Acquisition Rights and the Convertible
Bonds.
None of the officers of the Target Company as of the date hereof plans to make any
investment in the Target Company, the Offeror or the like.
According to “Notice of Opinion on the Tender Offer of Kabushiki Kaisha BCJ-12 for
the Company Share Certificates, Etc.” dated December 11, 2013 published by theTarget Company (the “Press Release of the Target Company”), as provided in the
below part “(4) Measures to ensure fairness of the purchase price and to avoid conflictsof interest and other measures to ensure fairness of the Tender Offer”; upon taking into
account: the share valuation report (“Share Valuation Report”) obtained on December
11, 2013 from Merrill Lynch Japan Securities Co., Ltd., which is the Target Company’s
financial advisor independent from the Offeror and the Target Company (“BofA Merrill
Lynch”); the legal advice obtained from TMI Associates, which is the Target
Company’s legal advisor independent from the Offeror and the Target Company(“TMI”); the response letter (the “Response Letter”) provided by a third party
committee that is composed of three outside experts who are highly independent from3the Offeror and the board of directors of the Target Company, Mr. Somitsu Takehara(certified public accountant, representative director of ZECOO Partners Inc.), Ippei
Takushima (attorney-at-law, partner of Kimura Takushima & Yamaguchi), and Takuya
Hashimoto (certified public accountant, es Networks Co., Ltd.) (“Third Party
Committee”); and other related materials, the board of directors of the Target Company
carefully discussed and deliberated upon the various terms and conditions of theTransaction. The Target Company believes, in order to improve the Target
Company’s corporate value in the medium to long term, it is necessary to takeadvantage of all of the management resources held by the Target Company and to seize
all business opportunities appropriately, and while targeting as ever to growcontinuously in the domestic marketing research domain, the growth of which isslowing down, it is important to rapidly (i) attempt to expand marketing researchservices by taking advantage of mergers and acquisitions (“M&As”) and alliances inregions such as Japan and North America; (ii) develop new services in the marketing
research domain; (iii) develop a new system to acquire various kinds of big data andanalyze such data to proactively enter the database business domain such as throughpurchasing data; (iv) develop new marketing services utilizing smart devices; and (v)invest proactively from the initial stage of the launch of services to benefit from theadvantages of being the first in the market. However, the Target Company
acknowledges that in order to grow in the medium to long term by implementing thesemanagement measures and to continuously improve the Target Company’s corporate
value, it is necessary to continuously conduct daring and flexible business investment
not only during the initial stage of investment, and therefore the board of directors of
the Target Company reached the conclusion that the best option for the Target
Company is to avoid forcing the general shareholders to bear risks associated with suchinvestment such as deterioration of profits or cash flow caused due to a temporary
increase in expenses by conducting the Tender Offer, delisting the common stock of theTarget Company and making the Target Company a wholly-owned subsidiary of theOfferor, so that the Target Company is able to avoid such risks by consistently
implementing comprehensive management policies without being affected byshort-term performance fluctuations. Therefore, the Target Company adopted aunanimous resolution (excluding Mr. Sugimoto, the representative director, chairman
and president of the Target Company) at the board of directors meeting held on
December 11, 2013 to the effect that it expresses an opinion to endorse the Tender
Offer. With respect to the purchase price per share of Common Stock of the Company(the “Tender Offer Price”), the purchase price per Stock Acquisition Right, and thepurchase price per 10,000,000 yen in face value of the Convertible Bonds and the otherterms and conditions of the Tender Offer, the board of directors of the Target Company,
unanimously (excluding Mr. Sugimoto) at its meeting held on December 11, 2013,
determined that the Tender Offer Price, the purchase price per Stock Acquisition Right,
the purchase price per 10,000,000 yen in face value of the Convertible Bonds, and theother terms and conditions of the Tender Offer are appropriate for the shareholders,
holders of the Stock Acquisition Rights and holders of the Convertible Bonds of theTarget Company, and that the Tender Offer provides to the shareholders, holders of theStock Acquisition Rights and holders of the Convertible Bonds of the Target Company
an opportunity to sell the shares, the Stock Acquisition Rights and the Convertible
Bonds at a price to which a reasonable premium has been added and adopted aresolution to the effect that it recommends to the shareholders, holders of the Stock
Acquisition Rights and holders of the Convertible Bonds of the Target Company totender their shares, Stock Acquisition Rights and Convertible Bonds in the Tender
Offer, in consideration of: (i) (a) as provided for in “(ii) Obtaining a share valuation
report, etc. from an independent third party financial advisor by the Target Company”
of “(4) Measures to ensure fairness of the purchase price and to avoid conflicts ofinterest and other measures to ensure fairness of the Tender Offer” below, the Tender4

Offer Price falls within the range of the results of the valuation conducted by BofA
Merrill Lynch based on discounted cash flow analysis and is also greater than the
maximum of each result of valuation based on market price analysis and (b) the Tender
Offer Price is considered reasonable since the Tender Offer Price includes a premiumof 16.6% (rounded to one decimal place) on 674 yen, which is the closing price of theshares of common stock of the Target Company quoted on the Tokyo Stock Exchange
on December 10, 2013, which is the business day immediately preceding theannouncement date for the Tender Offer, a premium of 25.2% (rounded to one decimal
place) on 628 yen, which is the simple average closing price (rounded to the nearest
whole yen) of the shares of common stock of the Target Company quoted for the lastone-month period (from November 11, 2013 to December 10, 2013), a premium of
28.0% (rounded to one decimal place) on 614 yen, which is the simple average closing
price (rounded to the nearest whole yen) of the shares of common stock of the Target
Company quoted for the last three-month period (from September 11, 2013 to
December 10, 2013), and a premium of 29.3% (rounded to one decimal place) on 608
yen, which is the simple average closing price (rounded to the nearest whole yen) of
the shares of common stock of the Target Company quoted for the last six-month
period (from June 11, 2013 to December 10, 2013); (ii) the purchase price of the Stock
Acquisition Rights is calculated in accordance with the formula “(the Tender Offer
Price less the exercise price of the Stock Acquisition Rights per share of common stockof the Target Company) multiplied by the number of shares of common stock
underlying Stock Acquisition Rights” and the purchase price of the Convertible Bonds
is calculated in accordance with the formula “Tender Offer Price multiplied by the facevalue of the Convertible Bonds (10,000,000 yen) and divided by the effective
conversion price (484.8 yen) as of the date hereof”; and (iii) as provided for in “(4)Measures to ensure fairness of the purchase price and to avoid conflicts of interest andother measures to ensure fairness of the Tender Offer” below, each of the Tender Offer
Price, the purchase price per each Stock Acquisition Right, and the purchase price per
10,000,000 yen in face value of the Convertible Bonds has been determined after theTarget Company took sufficient measures to avoid conflicts of interest.
According to the Press Release of the Target Company, Mr. Sugimoto, who is therepresentative director, chairman and president of the Target Company, as provided in
the below part “(7) Matters regarding material agreement(s) related to acceptance of
the Tender Offer between the Offeror and the shareholders of the Target Company”, inorder to avoid any doubt that there may be a conflict of interest, has not participated inany deliberation or adoption of any of the relevant resolutions by the board of directorsof the Target Company, and has not participated in any discussion or negotiation with
Bain Capital and the Offeror from the Target Company’s standpoint, considering that
Mr. Sugimoto was expected to agree with the Offeror to, among other things, tender allof the common stock that he owns.
Furthermore, according to the Press Release of the Target Company, at theabove-mentioned board of directors meeting, all statutory auditors of the Target
Company participated, and all such statutory auditors unanimously expressed theiropinion that they have no objection to the board of directors’ resolutions to express an
opinion to endorse the Tender Offer and to recommend to the shareholders, the holdersof the Stock Acquisition Rights and the holders of the Convertible Bonds of the Target
Company to tender their shares of the Target Company, Stock Acquisition Rights andConvertible Bonds to the Tender Offer.
According to the “Notice on Revision of Dividend Forecast for Fiscal Year Ending
June 2014” published by the Target Company on December 11, 2013, the Target
Company decided at the board of directors meeting held on the same day to revise its

5dividend forecast for the fiscal year ending June 2014 and not to declare an interim or
year-end dividend for the fiscal year ending June 2014, on the condition that the Tender
Offer is completed.
(2)

Background, purpose and decision-making process leading to determination of conductof the Tender Offer, and management policy after the Tender Offer
According to the Press Release of the Target Company, the Target Company wasincorporated as “Macromill.com, Inc.” in January 2000 for the purpose of conducting
research business using the internet. In August 2000, the Target Company developed
original systems called Automatic Internet Research systems (“AIRs”) which make itpossible to easily conduct on the web a series of processes including preparation of
web questionnaires, extraction of research targets, distribution of request e-mails,
physical research (collection of answer data), and real-time summaries and generationof delivery data. Using AIRs, the Target Company has met the needs of a broad rangeof customers and stimulated latent demand for market research by providing marketing
research services at a lower price and in a more rapid manner compared to the
traditional research techniques as typified by mail surveys or door-to-door surveys.
As a result, the Target Company has steadily expanded its business and strengthened
the management base, as can be seen from the fact that the shares of the Target
Company were listed on the Mothers market of the Tokyo Stock Exchange, Inc. (the“Tokyo Stock Exchange”) in January 2004 and designated to the First Section of theTokyo Stock Exchange in April 2005, and according to the Honomichl Top 25 which
publishes rankings of global marketing research companies, the Target Company has
continued to be ranked No. 1 by sales volume to date and established its status as aleading Japanese market research company primarily engaged in internet research.
The Target Company has also engaged in M&A activities such as assuming themarketing research business of Yahoo Value Insight Corporation, which then had asales volume of approximately 4.3 billion yen in the marketing research field in Japanand was the leading service provider second only to the Target Company, through anabsorption-type company split in August 2010. The Target Company expanded its
sales volume to 12.11 billion yen in the year ending June 2011, and in this way andothers has successfully enhanced its status in the industry. Further, in order tostrengthen the stability of the business base in the internet research domain, the Target
Company executed a business partnership agreement with Dentsu Inc. (“Dentsu”) and
Dentsu Marketing Insight Inc. (“Dentsu Marketing Insight”) in February 2012 andincorporated Dentsu Macromill Inc. as of April 2012 through co-investment with
Dentsu Marketing Insight. After that, while promoting the discussion on further
strengthening of the relationship between the Target Company and Dentsu, thecompanies entered into another discussion on the operation of Dentsu Marketing
Insight as their joint venture in the aim of further improving the value of the marketing
solutions provided to clients. As the companies reached a final agreement on
December 6, 2013, the Target Company plans to acquire 51% of the shares of Dentsu
Marketing Insight on December 25, 2013.
According to the Press Release of the Target Company, in recent years, the Target
Company has proactively expanded the summary, analysis and other supplementary
services, group interviews and other qualitative research services, and other services in
addition to automatic research services which use AIRs and are the core services
offered by the Target Company, and has also performed proactive businessdevelopment in the database business domain to convert itself into a comprehensive
marketing research company with a capacity to extensively meet diversified customer
needs. With it anticipated that the transition of marketing research processes fromtraditional techniques to the internet will continue into the future, the Target Company

6

is expected to continue to provide high value to customers by making use of thetechnology, know-how, business base and other resources that the Target Company has
accumulated to date.
According to the Press Release of the Target Company, against this backdrop of the
expansion of the marketing research market and the trend in marketing research fortransitioning from traditional techniques to internet research, the Target Company has
achieved increases both in sales and profit for the seventh consecutive term from theterm ended in June 2002 and has continued to steadily grow in the marketing researchmarket in Japan. On the other hand, however, according to the management
conditions research published by the Japan Marketing Research Association, themarketing research market in Japan has gradually become mature as reflected in thefact that the average annual growth rate of the market has remained below 1% for the
past five years and, even in the area of internet research, has fallen below 10%. In
addition, competition with competitors has been increasing year by year and it has
become extremely difficult to maintain growth in sales and profit in the internet
research business at a level the same as or higher than the market growth rate.
Therefore, in order to maintain and expand competitive power and market share in theinternet research business, the Target Company must make even more proactive
investments such as improvement of educational systems to develop human resources
and recruitment of new employees to secure personnel surplus, system improvements
to enlarge the scope of research systems and expand the service lineup, development of
new systems to support smart devices and the like and a switch in strategies to obtain
new “retention questionnaire respondents” to maintain the quality of questionnaire
respondents amidst the downward trend in personal computer usage, and these factors
have made it difficult to realize the well-balanced improvement of both sales and profit
in the internet research business as has been done in the past.
According to the Press Release of the Target Company, the Target Company believes
that, in order to maintain growth in sales and profit that substantially exceeds thegrowth rate of the existing market and to achieve long-term continued growth under thecircumstances above, the Target Company must aim for medium to long term profit
growth through overseas development by making the best use of know-how acquired inits business development in Japan as typified by AIRs, and the expansion of new
business domains that utilize the Target Company’s strengths, while maintaining andstrengthening the stable earning capacity in the internet research business in Japan byfurther proceeding with investments, and to this end the Target Company has
conducted various measures including M&A investments and new business
investments. The Target Company has already started establishing a large base in theinternet research domain in Asia, as can be seen from the fact that Embrain Co, Ltd.
(currently Macromill Embrain Co., Ltd.), which became a consolidated subsidiary of
the Target Company in February 2012, achieved the rank of No.1 in sales volume in theinternet research sector in South Korea, and plans to proactively engage in speedy
operational expansion by taking advantage of multibillion-yen M&As and businessalliances to promote global development into the future not only in Asia but also inNorth America and Europe. In addition, the Target Company also plans, as one of its
new businesses, to pursue the possibility of new marketing services using the so-called
smart devices, which have rapidly become popular in recent years, as well as sales andother big data, and to more proactively promote the development of services relating to
the promotion and media domains aligned with the know-how acquired throughmarketing research, through massive research and development, system developments
and the like.
On the other hand, according to the Press Release of the Target Company, the Target

7

Company believes that, in order to realize the strengthening of existing business in andoutside Japan through M&A activities and the expansion of business domains throughthe establishment of new businesses, it is necessary to make rapid decisions for
dynamic attempts and flexibly change its policy for the occurrence of any unexpected
events especially for embarking into new business domains for general consumers, andthat it is important to establish a management execution structure that is able to realize
the above. It is also expected that such business development would involve
substantial business risks and possible temporary deterioration in performance. In
realizing the strengthening of existing business in and outside Japan through M&A
activities, it is anticipated that the Target Company would be required to engage not
only in such cases as the Target Company has conducted so far in which the Target
Company can expect performance improvement in the short term after acquisition of atarget company but also in the cases in which the decrease in performance sustained fora certain period until the synergy effects with the target company are realized might
adversely affect the consolidated performance of the Target Company or cases in which
the amortization of a large amount of goodwill might negatively affect the consolidated
income statement of the Target Company. Moreover, in establishing new businesses,
it is deemed essential to make up-front investments such as any necessary system
investments and proactive advertisements, and it is also anticipated that there would be
not only the possible deterioration in profit and cash flows due to the temporary
increase of expenses involved in the investments above but also the risk that the Target
Company would not be able to obtain any expected result in the new business.
According to the Press Release of the Target Company, although it is essential toconduct such various measures for the medium to long term improvement of the Target
Company’s corporate value, since it takes a certain amount of expenses and time before
any effect of such measures can be seen, the Target Company has been concerned thatsuch measures might adversely affect the shareholders of the Target Company in the
short term, and has been carefully making investments to conduct businessdevelopment while providing sufficient explanations to the capital market. However,in order to make more certain the maximization of the profits from the invested
business and the further business expansion, the Target Company recognizes that it isnecessary to flexibly make additional investments such as massive systemdevelopments, advertising, recruitment and research and development on the mosttimely basis possible, and not only at the early stage of the investment but also at thelater stages. Therefore, the Target Company has reached the belief that, in order tocontinue to make daring and flexible investments to realize the medium to long term
improvement of corporate value, it is necessary to establish a management system inwhich it can accept business risks such as temporary deterioration in performance andthe management and employees of the Target Company are able to work together undera unified management policy without being affected by any short-term performancefluctuation. While having reached such belief, the Target Company received an offer
similar to the Transaction from a third party other than Bain Capital or the Offeror in
November 2012. The Target Company then commenced deliberations and had beenproceeding with negotiations, but the parties ultimately failed to meet agreement on theterms and conditions and therefore the Target Company ceased deliberation of suchproposal in May 2013.
On the one hand, Bain Capital has been investigating and deliberating new investment
targets in Japan, which include the internet research industry in which Bain Capital has
made investment before. In the course of its deliberation, Bain Capital started to pay
attention to the business characteristics of the Target Company, which is a leading
company among other companies engaged in the internet research industry in Japan,
and has proceeded with the deliberation of the Target Company’s growth potential, the8

optimal management structure and other related matters.
Bain Capital reached the belief that although the Target Company has room forpotential business expansion, the Target Company needs to further accelerate theexpansion and strengthening of its business base into the domains peripheral to themarketing business in order to improve its corporate value in the medium to long term,
taking into consideration the possibility of increased competition due to new players
entering the market in connection with the changes in the internet environment, and thechallenges for the development and market creation of new marketing services in the
future in such environment. Bain Capital considers it necessary for the Target
Company to make speedy and flexible management decisions under an agile
management structure in proactively pursuing the growth measures above andimproving corporate value while flexibly responding to the ever-changing internet
environment.
On the other hand, it is considered that the measures above might negatively affect the
short-term profit of the Target Company. In other words, especially at the time of thelaunching of a new business, it would be difficult to expect any definite profitability
and such measures might result in short-term deterioration in profit associated withadjustment to a new business direction. It is conceivable that, if the Target Company
conducts such measures with its shares being listed, it is not only likely for the Target
Company to fail to meet the expectation of its shareholders who seek stable
improvement of profitability, but also that the shareholders would bear the risk ofdestabilization of the share price.
Therefore, Bain Capital reached the belief that in order to grow in the medium to longterm and to continuously improve the Target Company’s corporate value, as well as to
avoid implementing the management measures for improvement of the Target
Company’s corporate value in the medium to long term that would involve the generalshareholders bearing the risks associated with such measures, the most effective means
would be for the Target Company to conduct the Transaction, delist the Common Stockof the Target Company and simplify the shareholder structure of the Target Company,so that the Target Company is able to consistently implement comprehensive
management policies without being affected by short-term performance fluctuations,and for all of the management and employees of the Target Company to then work
together on the management policies under Mr. Sugimoto’s leadership and incooperation with Bain Capital, which has considerable experience in business
management assistance.
According to the Press Release of the Target Company, as described above, given
factors such as that the Target Company was already of the same belief as Bain Capital,
the Target Company deliberated the offer from Bain Capital and decided to commence
discussions for the Target Company going private. In response to this, on October 25,
2013, Bain Capital proposed to the Target Company that the Target Company go
private, and the two companies commenced discussions aimed at the Target Company
going private.
According to the Press Release of the Target Company, after the Target Company
received Bain Capital’s offer, in order to deliberate on the Transaction, the Target
Company established a project team for the Transaction (the “Project Team”), whose
secretariat is the chief of the Corporate Strategy Unit of the Target Company and whichis led by two of the three directors of the Target Company, Mr. Katsumi Konishi and
Mr. Naoya Sugiyama (except Mr. Shinichi Misawa, an outside director) who have no
special interests in the Transaction. The Project Team summarized the then-current

9business environment surrounding the Target Company, identified the Target
Company’s medium to long term business issues and solutions therefor, summarized
and confirmed the advantages and disadvantages of implementation of the Transaction,and deliberated matters necessary to duly proceed with the Transaction (please also
refer to the below part “(i) Deliberation, discussion, negotiation, etc., by the Project
Team” of “(4) Measures to ensure fairness of the purchase price and to avoid conflictsof interest and other measures to ensure fairness of the Tender Offer”).
Subsequently, Bain Capital conducted due diligence with respect to the Target
Company from the end of October to November 2013, and also discussed andnegotiated with the Project Team regarding the Transaction on multiple occasions.
Concurrently with these, Bain Capital discussed and negotiated regarding theTransaction with Mr. Sugimoto and Vanilla Sky, and after that, with Yahoo, and as aresult, on November 20, 2013, Bain Capital made an initial offer to the Project Team tothe effect that it wishes to set the Tender Offer Price as no less than 750 yen. In
response to Bain Capital’s initial offer, the Project Team requested Bain Capital tore-deliberate the Tender Offer Price, in consideration of the advice received from BofA
Merrill Lynch and referring to the past trends of share prices of the Target Company,
premium rates adopted in similar cases, the advice received from BofA Merrill Lynch,
and the like.
After receiving the request from the Project Team, Bain Capital re-deliberated theTender Offer Price. As a result, Bain Capital came to believe that it is reasonable toset the Tender Offer Price as 785 yen taking into consideration the possibility of theTarget Company’s business improvement in the future and the process of the above
discussions and negotiations with the Project Team, and made a revised offer to that
effect to the Target Company on December 6, 2013. Based on this revised offer, theProject Team and Bain Capital further discussed and negotiated upon the pros and consof the Transaction including the Tender Offer and the terms and conditions therefor.
On December 11, 2013, the Offeror, based on the discussions and negotiations
described above, decided to conduct the Tender Offer, setting the Tender Offer Price as
786 yen.
After the Target Company goes private through the Tender Offer, the Offeror plans topursue measures to realize the maximization of potential value of the Target
Company’s business by providing to the Target Company ample value-adding
know-how that Bain Capital has accumulated for investment targets as well as bysupporting the Target Company in global expansion of each business of the Target
Company, including M&As, and in financial or management control.
In addition, at the time the Tender Offer is completed, the Offeror plans to appoint
directors at the extraordinary general shareholders’ meeting referred to in the below
part “(5) Policy for organizational restructuring, etc. after the Tender Offer (mattersrelating to so-called “Two-Step Acquisitions”)” so that the persons designated by theOfferor will comprise the majority of the directors of the Target Company. However,the directors to be appointed have not yet been determined as of the date hereof.
With respect to the employment of employees of the Target Company after the Tender
Offer, the Offeror, in principle, plans to maintain such employment as it currently
exists.
Furthermore, as described in the below part “(7) Matters regarding material
agreement(s) related to acceptance of the Tender Offer between the Offeror and the10shareholders of the Target Company,” Mr. Sugimoto has agreed with the Offeror andKabushiki Kaisha BCJ-11 that: (i) the Offeror and Kabushiki Kaisha BCJ-11 mandate
Mr. Sugimoto to assume the office of director of the Offeror and perform his duties asof the effective date of the absorption-type merger between the Offeror and the Target
Company to be executed after the Transaction, whereby the Offeror will be thesurviving corporation and the Target Company will be the absorbed corporation (the“Merger Effective Date”); (ii) in principle, Mr. Sugimoto will receive compensation
during his term of office as the director of the Offeror based on the amount ofcompensation paid by the Target Company to Mr. Sugimoto as of the execution date of
the executive service agreement; and (iii) Mr. Sugimoto will bear a non-competition
obligation during his term of office and for a certain period after his retirement. No
discussions regarding involvement in the management of the Target Company after theTender Offer, or agreements on tendering Share Certificates, Etc. of the Target
Company in the Tender Offer, have been made as of the date hereof between theOfferor and Mr. Katsumi Konishi, Mr. Naoya Sugiyama, or Mr. Shinichi Misawa, who
are the directors of the Target Company other than Mr. Sugimoto. No discussions
regarding the continuance of the position as statutory auditor after the Tender Offer, oragreements on tendering Share Certificates, Etc. of the Target Company in the Tender
Offer have been made as of the date hereof between the Offeror and Mr. Makoto Arai,
Mr. Kenji Miyako, or Mr. Akira Nozaki, who are the statutory auditors of the Target
Company.
None of the officers of the Target Company as of the date hereof plans to make any
investment in the Target Company, the Offeror or the like.
(3)

Determination of purchase price in the Tender Offer(a)Common stock
In determining the Tender Offer Price, the Offeror made a broad-ranging andcomprehensive analysis on the business and financial status of the Target Company
based on the financial information and other materials disclosed by the Target
Company, the results of due diligence conducted with respect to the Target Company,
and other matters. In light of the fact that the shares of Common Stock of the Target
Company are traded on a financial instruments exchange, the Offeror also referred tothe trends of the closing price (674 yen) of the shares of Common Stock of the Target
Company on the Tokyo Stock Exchange as of December 10, 2013, which is theBusiness Day immediately preceding the date of announcement to conduct the Tender
Offer and the simple average closing prices of the last one month, the last three months
and the last six months (628 yen, 614 yen and 608 yen respectively, all rounded to thenearest whole number; the same applies for calculations of simple averages hereinafter).
In addition, by comprehensively taking into consideration the examples of premiums
added when determining tender offer prices in tender offers in the past three year
period similar to the Tender Offer, the possibility of endorsement of the Tender Offer
by the Target Company and the prospect of successful completion of the Tender Offer,and upon discussion and negotiation with the Expected Tendering Shareholders and theTarget Company, the Offeror has determined the Tender Offer Price to be 786 yen on
December 11, 2013. The Offeror has determined the Tender Offer Price bycomprehensively taking into consideration the factors above and upon discussion andnegotiation with the Expected Tendering Shareholders and the Target Company, andhas not obtained any share valuation report from any third-party appraiser.
The Tender Offer Price represents (i) a premium of 16.62 % (rounded to two decimal

11

places; the same applies for calculations of premium rates hereinafter) on 674 yen, theclosing price of the shares of the Common Stock of the Target Company on the Tokyo
Stock Exchange as of December 10, 2013, which is the Business Day immediately
preceding the date of announcement to conduct the Tender Offer, (ii) a premium of
25.16 % on 628 yen, the simple average closing price for the last one month, (iii) a
premium of 28.01 % on 614 yen, the simple average closing price for the last threemonths, and (iv) a premium of 29.28 % on 608 yen, the simple average closing pricefor the last six months.
(b)

Stock Acquisition Rights
The exercise price of each Stock Acquisition Rights per share of the Common Stock of
the Target Company falls below the Tender Offer Price as of the date hereof.
Therefore, the Offeror has determined that (i) the purchase price per Sixth Series Stock
Acquisition Right is to be 206,400 yen, which is obtained by multiplying the difference(516 yen) of the Tender Offer Price (786 yen) and the exercise price of each Sixth
Series Stock Acquisition Right per share of the Common Stock of the Target Company(270 yen) by the number of shares of the common stock underlying each Sixth Series
Stock Acquisition Right (400 shares), (ii) the purchase price per Seventh Series Stock
Acquisition Right is to be 206,400 yen, which is obtained by multiplying the difference(516 yen) of the Tender Offer Price (786 yen) and the exercise price of each Seventh
Series Stock Acquisition Right per share of the Common Stock of the Target Company(270 yen) by the number of shares of the common stock underlying each Seventh
Series Stock Acquisition Right (400 shares), (iii) the purchase price per Eighth Series
Stock Acquisition Right is to be 181,200 yen, which is obtained by multiplying thedifference (453 yen) of the Tender Offer Price (786 yen) and the exercise price of each
Eighth Series Stock Acquisition Right per share of the Common Stock of the Target
Company (333 yen) by the number of shares of the common stock underlying each
Eighth Series Stock Acquisition Right (400 shares) and (iv) the purchase price per
Ninth Series Stock Acquisition Right is to be 62,400 yen, which is obtained bymultiplying the difference (312 yen) of the Tender Offer Price (786 yen) and theexercise price of each Ninth Series Stock Acquisition Right per share of the Common
Stock of the Target Company (474 yen) by the number of shares of the common stock
underlying each Eighth Series Stock Acquisition Right (200 shares).
As described in “(5) Policy for organizational restructuring, etc. after the Tender Offer(matters relating to so-called “Two-Step Acquisitions”)” below, if the Offeror fails toacquire all Stock Acquisition Rights in the Tender Offer despite a successful
completion of the Tender Offer, the Offeror plans to request the Target Company toacquire the Stock Acquisition Rights, encourage the holders of the Stock Acquisition
Rights to waive their Stock Acquisition Rights or carry out any other procedures
reasonably required to conduct the Transaction.
In addition, although approval by the board of directors of the Target Company isrequired for acquisition of any Stock Acquisition Rights by transfer, according to thePress Release of the Target Company, the board of directors of the Target Company has
resolved to comprehensively approve that the holders of the Stock Acquisition Rights
transfer their Stock Acquisition Rights to the Offeror by tendering their Stock
Acquisition Rights in the Tender Offer, subject to the successful completion of theTender Offer.

(c)Convertible Bonds
The Offeror has determined the purchase price per 10,000,000 yen in face value of the12

Convertible Bonds to be 16,212,822 yen, which is obtained by multiplying the facevalue of the Convertible Bonds (10,000,000 yen) divided by the effective conversion
price (484.8 yen) as of the date hereof (20,627 shares) (any fraction will be roundeddown) by the Tender Offer Price (786 yen). Such purchase price of 16,212,822 yen
represents a premium of 62.13 % on the face value.
If the Tender Offer is successful and the Transaction is conducted, the Convertible
Bonds which failed to be acquired in the Tender Offer will be redeemed at 16,000,000
yen per 10,000,000 yen in face value, which is the highest redemption amountapplicable, in accordance with the provisions of early redemption. The purchase priceper 10,000,000 yen in face value of the Convertible Bonds in the Tender Offer(16,212,822 yen) exceeds such redemption amount per 10,000,000 yen in face value of
the Convertible Bonds (16,000,000 yen).
(4)

Measures to ensure fairness of the purchase price and to avoid conflicts of interest andother measures to ensure fairness of the Tender Offer
The Offeror and the Target Company have taken the following measures in order toensure fairness of the Tender Offer Price, the purchase price per Stock Acquisition
Right and the purchase price per 10,000,000 yen in face value of the Convertible
Bonds and to avoid arbitrariness and conflicts of interest in the decision-making
process to decide the conduct of the Tender Offer.

(i)Deliberation, discussion, negotiation, etc., by the Project Team
According to the Press Release of the Target Company, after the Target Company
received Bain Capital’s offer regarding the Transaction, the Target Company
established the Project Team on October 25, 2013. The Project Team, whose
secretariat is the chief of the Corporate Strategy Unit of the Target Company, is led by
two of the three directors of the Target Company, Mr. Katsumi Konishi and Mr. Naoya
Sugiyama (except Mr. Shinichi Misawa, an outside director) who have no special
interests in the Transaction (Note). The purposes of the Project Team are to hold theboard of directors meetings pertaining to the Transaction in a fair manner, to eliminate,
to the extent possible, arbitrariness in the decision-making process, and to discuss,deliberate and negotiate the Transaction from the perspectives of the corporate value of
the Target Company and, thus, the common interests of the shareholders of the Target
Company. The Project Team has discussed and deliberated upon the pros and cons of
the Transaction based on the above perspectives, and has discussed and negotiated with
Bain Capital regarding the Transaction on multiple occasions.
(Note) According to the Press Release of the Target Company, with regard to theTender Offer, Mr. Katsumi Konishi, Mr. Naoya Sugiyama, and Mr. Shinichi Misawa
have never discussed with the Offeror regarding the tendering of the shares of common
stock of the Target Company or the Stock Acquisition Rights held by them in theTender Offer, or that they will continue to manage the Target Company after the Tender
Offer, or that they will receive any other special benefit in implementing theTransaction, and the like.
Specifically, from late October 2013, the Project Team discussed and deliberated upon
the Transaction and also discussed with the advisors mentioned in the below parts “(ii)Obtaining a share valuation report, etc. from an independent third party financial
advisor by the Target Company” and “(iii) Obtaining advice from an independent law
firm”, who are independent from the Offeror and the Target Company. From theperspectives of the corporate value of the Target Company and, thus, the common

13interests of the shareholders of the Target Company, the Project Team established theTarget Company’s business plan, calculated the corporate value based on the businessplan, clarified the purpose of the Transaction, and carried out the matters necessary toproceed with the various procedures regarding the Transaction in a fair manner. The
Project Team also carefully discussed and deliberated upon the appropriateness of thepurchase conditions of the Tender Offer (including the Tender Offer Price, the purchaseprice per Stock Acquisition Right, the purchase price per 10,000,000 yen in face valueof the Convertible Bonds) and the fairness of the series of procedures of theTransaction, and discussed and negotiated on numerous occasions with Bain Capital
about the Transaction
In addition to the above, as provided in the below part “(iv) Deliberation by the third
party committee”, the Target Company obtained from the Third Party Committee, who
are highly independent from the Offeror and the Target Company, a response letter
stating that: (a) the Transaction is recognized to be conducted for the purpose of
improving the corporate value of the Target Company and that the purpose of theTransaction is legitimate; (b) the procedures in the course of negotiation of theTransaction are recognized to be fair; (c) the consideration to be paid to theshareholders and holders of the Stock Acquisition Rights and the Convertible Bonds of
the Target Company in the Transaction is appropriate; and (d) the Transaction isrecognized not to be disadvantageous to the minority shareholders of the Target
Company based on the assumptions in items (a) through (c) above and other matters(the “Response Letter”).
As provided in the below part “(7) Matters regarding material agreement(s) related toacceptance of the Tender Offer between the Offeror and the shareholders of the Target
Company”, Mr. Sugimoto has not been appointed as a member of the Project Team nor
participated in any deliberation and the like of the above matters by the Project Teambecause Mr. Sugimoto was expected to agree with the Offeror in relation to theTransaction to, among other things, tender all of the shares of common stock of theTarget Company that he owns.
(ii)

Obtaining a share valuation report, etc. from an independent third party financial
advisor by the Target Company
According to the Press Release of the Target Company, in order to ensure the fairnessof the Target Company’s decision-making process in evaluating the Tender Offer Price,
the Target Company appointed as its financial advisor BofA Merrill Lynch, which is athird party valuation institution, independent of the Offeror and the Target Company
and is not a related party. The Target Company requested BofA Merrill Lynch to
calculate the value of the Target Company’s shares, and the board of directors of theTarget Company has obtained from BofA Merrill Lynch the Share Valuation Report
dated December 11, 2013. After considering extensively which methods should beapplied to calculate the value of the Common Stock of the Target Company among
various methods available, and assuming that the Target Company is an ongoing entityand keeping in mind that the Common Stock of the Target Company should beanalyzed multilaterally, BofA Merrill Lynch decided to calculate the per share value of
the Target Company using a market price analysis, which considered the trends of theTarget Company’s market share price, as well as a DCF analysis, which took into
account the financial results, forecasts and other aspects of the Target Company.
According to the Share Valuation Report, the results of the analyses by BofA Merrill
Lynch of the value of the Target Company’s shares are as follows:
The market price analysis was based on the closing price of the shares of the Target

14

Company on December 10, 2013 (“Reference Date”) (674 yen) and the average closing
prices of the shares of the Target Company for the period of one month (628 yen), threemonths (614 yen) and six months (608 yen) preceding the Reference Date. Under the
DCF analysis, the per share value of the Target Company was calculated bydiscounting at a certain rate the future cash flows based on the financial projections for
the Target Company that were provided to BofA Merrill Lynch by the Target Company,
such financial projections covering five fiscal years of the Target Company from June30, 2014 to June 30, 2018 without taking into account synergies or other effects of theTransaction. New domestic and overseas business expansions through Mergers &Acquisitions, which were assumed in the mid-term business plan of the Target
Company announced on August 3, 2011 by the Target Company but which have notbeen executed up to the date hereof, are not reflected in the financial projections
provided by the Target Company for use in connection with the DCF analysis.
Although the Target Company believes that such new business expansions willcontribute to increase the value of the Target Company in the medium to long-term, as
no concrete plan has been set as of the date hereof, there is still substantial uncertainty
regarding the earnings forecasts as well as the expense and capital expenditure
estimates of such new business expansions. Therefore, the Target Company decided
it would not be appropriate to include the new business expansions into the financial
projections for the evaluation of the Tender Offer Price. On the other hand, on
December 6, 2013, the Target Company executed a definitive agreement with Dentsu
to acquire a 51% interest in Dentsu Marketing Insight (the “Dentsu Marketing InsightShare Acquisition”). Although the effect of the Dentsu Marketing Insight Share
Acquisition has not been included in the mid-term business plan of the Target Company,
considering that a definitive agreement has already been executed, the Dentsu
Marketing Insight Share Acquisition has been included in the financial projections usedin connection with the DCF analysis assuming it will be completed. Furthermore, theTarget Company has forecasted a substantial increase in profits for some of the fiscal
years. In particular, for the fiscal year ending June 30, 2015 (the next fiscal year),assuming the completion of the Dentsu Marketing Insight Share Acquisition and thefull-scale contribution of the profits from the new businesses that have already beenlaunched during the current fiscal year, including the do-it-yourself research service“Questant” that began service in October 2013, the Target Company’s sales andoperating income are expected to increase to 24,710 million yen and 4,742 million yen,respectively, from those of the current fiscal year, which were 20,935 million yen and
3,633 million yen, respectively.
The below table represents the results of the analyses detailed above.
Methodology

Resulting Range of the Per Share Value

Market price analysis
DCF analysis

608 - 674 yen
719 - 874 yen

Additionally, the board of directors of the Target Company obtained from BofA Merrill
Lynch an opinion (a fairness opinion) (the “Opinion”) dated December 11, 2013 statingthat under certain assumptions and conditions, the Tender Offer Price is fair, from afinancial point of view, to the holders of the Common Stock of the Target Company(except with respect to the Offeror, Mr. Sugimoto, Vanilla Sky and Yahoo).
The board of directors of the Target Company also received from BofA Merrill Lynchsupplemental explanations about the assumptions and disclaimers regarding the Share
Valuation Report and the Opinion. For the details of those explanations, please refer to(Note) below.
The Target Company did not obtain from BofA Merrill Lynch a valuation report or afairness opinion concerning the purchase price per Stock Acquisition Right or the15

purchase price per 10,000,000 yen in face value of the Convertible Bonds.
(Note) BofA Merrill Lynch has made qualitative judgments as to the significance andrelevance of each analysis and each factor considered in the course of preparing its
report of the findings of its analyses. Accordingly, the analyses conducted by BofA
Merrill Lynch must be considered in their entirety and selecting certain portions of its
analyses or certain factors, without considering all analyses and factors, could create an
incomplete or incorrect view of the processes underlying such report or opinion. In
its analyses, BofA Merrill Lynch made numerous assumptions including with respect to
the Target Company and its affiliates, industry performance and regulatoryenvironment, general business, economic, market and financial conditions, many ofwhich are beyond the control of the Target Company and involve the application ofcomplex methodologies and educated judgment. No company used in any analysis asa comparable company is identical to the Target Company. The foregoing analyses
and estimates are not an appraisal of the value of businesses, companies or securities,
and the ranges of share value resulting from such analyses may not indicate the present
or future prices at which such businesses, companies or securities may actually be sold.
Such present or future prices may be significantly different from those suggested bysuch analyses. Accordingly, the analyses and estimates are inherently subject tosubstantial uncertainty.
In the course of preparing the Share Valuation Report and the Opinion, BofA Merrill
Lynch has assumed and relied upon, without independent verification, the accuracy andcompleteness of the financial and other information and data publicly available orprovided to or otherwise reviewed by or discussed with BofA Merrill Lynch andassumed the Target Company is not aware of any facts or circumstances that would
make any material information or data inaccurate or misleading.
With respect to certain financial forecasts relating to the Target Company prepared by
the Target Company, BofA Merrill Lynch has assumed that such forecasts have beenreasonably prepared on bases reflecting the best currently available estimates and goodfaith judgments of the management of the Target Company as to the future financial
performance of the Target Company.
The Target Company executed a definitive agreement with Dentsu on December 6,2013 regarding the Dentsu Marketing Insight Share Acquisition. With respect tocertain financial forecasts relating to Dentsu Marketing Insight prepared by the Target
Company, BofA Merrill Lynch has assumed that such forecasts have been reasonably
prepared on bases reflecting the best currently available estimates and good faithjudgments of the management of the Target Company as to the future financial
performance of Dentsu Marketing Insight.
BofA Merrill Lynch has not made or been provided with any independent evaluation orappraisal of the assets or liabilities (including contingent liabilities or otherwise) of theTarget Company or its respective affiliates (including Dentsu Marketing Insight or its
affiliates; the same shall apply hereinafter in this Note), nor has it been obliged to makeany physical inspection of the properties or assets of the Target Company or its
affiliates. BofA Merrill Lynch has not evaluated the solvency or fair value of theTarget Company under any laws to bankruptcy, insolvency or similar matters.
BofA Merrill Lynch has also assumed, at the direction of the Target Company, that theTransaction and the Dentsu Marketing Insight Share Acquisition will be consummatedin accordance with their respective terms, without waiver, modification or amendmentof any material term, condition or agreement and that, in the course of obtaining the16

necessary governmental, regulatory and other approvals, consents, releases and waivers
for the Transaction or the Dentsu Marketing Insight Share Acquisition, no delay,
limitation, restriction or condition, including any divestiture requirements oramendments or modifications, will be imposed that would have an adverse effect on
the Offeror, the Target Company or the contemplated benefits of the Transaction.
BofA Merrill Lynch has also assumed, with the permission of the Target Company, thatcertain accounting and tax-related procedures will be followed in connection with theTransaction, and that the Transaction will not be a taxable transaction for the Offeror or
the Target Company. In preparing the Share Valuation Report and the Opinion, BofA
Merrill Lynch has assumed, at the direction of the Target Company, that the Common
Stock of the Target Company may be diluted based on certain assumptions as a resultof the conversion of the Stock Acquisition Rights and the Convertible Bonds issued by
the Target Company. BofA Merrill Lynch expresses no view or opinion as to theexistence or the timing of the exercise of the stock acquisition rights by the holders of
any Stock Acquisition Rights or any Convertible Bonds. The Share Valuation Report
and the Opinion provided by BofA Merrill Lynch is based on financial information
prepared in accordance with generally accepted accounting principles in Japan.
BofA Merrill Lynch does not express any view or opinion as to any terms or otheraspects of the Transaction or the Dentsu Marketing Insight Share Acquisition,
including, without limitation, the form or structure of the Transaction (other than theTender Offer Price to the extent expressly set out in the Opinion). BofA Merrill
Lynch was not requested to, and did not, solicit indications of interest or proposals
from third parties regarding a possible acquisition of the Target Company or any
alternative transaction. Its opinion is limited to the fairness concerning the Tender
Offer Price of the Tender Offer, from a financial perspective, to the holders of theCommon Stock of the Target Company (except with respect to the Offeror, Mr.
Sugimoto, Vanilla Sky and Yahoo) and does not express any opinion or view withrespect to any consideration received in connection with the Transaction by the holdersof any class of securities, creditors or other constituencies of any party (other than suchholders of the Common Stock of the Target Company). In addition, no opinion orview is expressed as to the relative merits of the Transaction in comparison to otherstrategic actions or transactions that are available to the Target Company or may be
executed by the Target Company, or as to the underlying business decision of theTarget Company to support the Tender Offer or recommend to the shareholders totender their shares in the Tender Offer as well as to proceed with the Transaction.
BofA Merrill Lynch is not expressing any opinion or views as to the value at which theCommon Stock of the Target Company will trade at any time, including following theannouncement or consummation of the Tender Offer, or as to the appropriateness of the
trading of any shares. Further, BofA Merrill Lynch does not express any opinion or
recommendation as to whether any shareholder should tender its shares in the Tender
Offer or how any shareholder should exercise its voting rights or act in connection with
the Transaction or any related matter.
BofA Merrill Lynch has acted as financial advisor to the Target Company in connection
with the Tender Offer and will receive a fee for its services, the entire amount of whichis contingent upon consummation of the Tender Offer. The Target Company has
agreed to reimburse BofA Merrill Lynch’s actual expenses and indemnify BofA Merrill
Lynch against certain liabilities arising out of its engagement.
BofA Merrill Lynch and its affiliates comprise a full service securities firm and acommercial bank engaged in securities, commodities and derivatives trading, foreignexchange and other brokerage activities, and principal investing while providing

17

investment banking services, corporate and private banking, asset and investment
management, financing and financial advisory services and other commercial services
and products to a wide range of companies, government bodies and individuals. In
the ordinary course of our businesses, BofA Merrill Lynch and its affiliates may invest
on a principal basis or on behalf of customers, or manage funds that invest, purchase or
hold long or short positions, finance positions or trade or otherwise effect transactions,in equity, debt or other securities or financial instruments (including derivatives, bankloans or other obligations) of the Target Company, the Offeror and their respective
affiliates.
BofA Merrill Lynch and its affiliates may provide, investment banking, corporatebanking and other financial services to the Target Company or its affiliates and may
receive fees for the rendering of such services.
Furthermore, BofA Merrill Lynch and its affiliates may have provided or may provide
in the future investment banking, corporate banking and other financial services to theOfferor or its affiliates (including Bain Capital, its affiliates, and the funds or the
portfolio companies managed by Bain Capital or its affiliates) and may have received
or may receive fees for the rendering of such services.
It is understood that the Share Valuation Report and the Opinion provided by BofA
Merrill Lynch is for the benefit and the use of the board of directors of the Target
Company (in its capacity as such) in connection with and for purposes of its evaluationof the Tender Offer and may not be relied upon or used for any purpose or by any party
other than the foregoing.
Each of the Share Valuation Report and the Opinion provided by BofA Merrill Lynch isnecessarily based on the financial, economic, monetary, market and other conditions
and circumstances as in effect on, and the information made available to BofA Merrill
Lynch as of, the date thereof. It should be understood that subsequent developments
may affect the contents of the Share Valuation Report or the Opinion, and BofA Merrill
Lynch does not have any obligation to update, revise or reaffirm the Share Valuation
Report or the Opinion.
BofA Merrill Lynch does not provide advice on any legal, accounting or tax matters.
(iii)

Obtaining advice from an independent law firm
According to the Press Release of the Target Company, in order to ensure transparency
and reasonableness in the decision-making process and the like in relation to theTransaction, the Project Team engaged TMI, a legal adviser which is independent fromthe Offeror and the Target Company, and received legal advice from TMI on thedecision-making process, method of decision-making and other matters to be noted on
decision-making related to the Transaction.

(iv)

Deliberation by the third party committee
According to the Press Release of the Target Company, on November 8, 2013, theProject Team established the Third Party Committee that is composed of three outside
experts who are highly independent from the Offeror and the board of directors of theTarget Company, Mr. Somitsu Takehara (certified public accountant, representative
director of ZECOO Partners Inc.), Ippei Takushima (attorney-at-law, partner of Kimura
Takushima & Yamaguchi), and Takuya Hashimoto (certified public accountant, es
Networks Co., Ltd.) in order to ensure fairness of deliberation or resolutions on the18Transaction including the Tender Offer by the board of directors of the Target
Company and to eliminate arbitrariness in the decision-making process of the board of
directors. The Project Team consulted with the Third Party Committee regarding: (a)legitimacy of the purpose of the Transaction; (b) fairness of procedures in the course of
the negotiation of the Transaction; (c) appropriateness of the consideration to be paid tothe shareholders and the holders of the Stock Acquisition Rights and the holders of theConvertible Bonds of the Target Company in the Transaction; and (d) based on theassumptions in items (a) through (c) and other matters, whether or not the Transaction
is disadvantageous to the minority shareholders of the Target Company (“Consulted
Matters”), and requested the Third Party Committee to express their opinion on theConsulted Matters to the Project Team. In the Transaction, although there is no party
that qualifies to be a controlling shareholder of the Target Company as of thecommencement of the Tender Offer, the Offeror will be the controlling shareholder of
the Target Company after the closing of the Tender Offer, and therefore the
Squeeze-out Procedures (details of which are stated in the below part “(5) Policy fororganizational restructuring, etc. after the Tender Offer (matters relating to so-called“Two-Step Acquisitions”)”), which will be carried out after the closing of the Tender
Offer, will be a so-called “significant transaction, etc., with controlling shareholder”(provided for in Article 441-2 of the Securities Listing Regulations enacted by the
Tokyo Stock Exchange). Hence, the Target Company decided to deem the Tender
Offer and the Squeeze-out Procedures after the closing of the Tender Offer together as
one matter and to receive the aforementioned opinion on the Consulted Matters fromthe Third Party Committee at this stage.
The Third Party Committee received explanations by the Project Team on details of theoffer from Bain Capital and the Offeror and the independence of BofA Merrill Lynch
and TMI from the Target Company, as well as the purposes of the Tender Offer and theseries of procedures scheduled after the Tender Offer which are stated in the below part“(5) Policy for organizational restructuring, etc. after the Tender Offer (matters relating
to so-called “Two-Step Acquisitions”)” and specific details of the corporate value of
the Target Company which is expected to improve thereby, and asked questions to, andreceived answers of such questions from, the Project Team regarding those points. In
addition, as stated in the below part “(7) Matters regarding material agreement(s)related to acceptance of the Tender Offer between the Offeror and the shareholders of
the Target Company”, the Third Party Committee confirmed with Mr. Sugimoto, who
is agreeing with the Offeror in relation to the Tender Offer to tender all of the shares ofcommon stock of the Target Company that he owns, regarding the above-mentioned
TOB acceptance agreement, executive service agreement, and the like for the purposeof confirming the existence of any common interest between Mr. Sugimoto and theOfferor. Furthermore, the Third Party Committee received explanations from BofA
Merrill Lynch regarding its independence from the Offeror and the Target Company,
and asked questions to, and received answers to such questions from BofA Merrill
Lynch on details of the offer from the Offeror and the valuation of the shares ofcommon stock of the Target Company from a financial perspective. Also, the Third
Party Committee received explanations from TMI on their independence from theOfferor and the Target Company, and received advice as necessary on the fairness ofthe procedures related to the Transaction and the like.
Under these circumstances, as a result of the Third Party Committee’s careful
discussion and deliberation of the Consulted Matters based on the results of thedeliberation, upon taking into account that: (A) in relation to the meaning and purposeof the Transaction including the Tender Offer, they received an explanation by the
Project Team, Mr. Sugimoto and Bain Capital which was similar to the statements inthe above part “(2) Background, purpose and decision-making process leading to19

determination of conduct of the Tender Offer”, and such explanation, together with theother materials, does not include anything that gives rise to any question regarding thefairness of the purpose of the Transaction, and the directors who belong to the Project
Team aim to implement the Transaction based on their appropriate collection of
information, and no aspect had been found in the decision of the Project Team thatdeviates from appropriate business judgment; (B) in order to ensure the fairness of thedecision-making of, and avoid any conflicts of interest by, the board of directors of theTarget Company in relation to the Transaction, the respective measures stated in thispart “(4) Measures to ensure fairness of the purchase price and to avoid conflicts ofinterest and other measures to ensure fairness of the Tender Offer” had been
implemented; (C) the Tender Offer Price can be considered to have been determinedthrough sincere negotiation between the Project Team and Bain Capital with measures
to avoid any conflict of interest implemented, as well as being agreed throughnegotiation on price between Bain Capital and Yahoo, which are independent fromeach other, and no unreasonable points were found in the Share Valuation Report or theOpinion received from BofA Merrill Lynch, and it is highly possible that the level of
the Tender Offer Price would be deemed fair in light of the past court cases regarding
similar transactions; and (D) the tender offer registration statement and otherdocuments for the Tender Offer would explicitly state that the amount to be paid toeach shareholder of the Target Company in the Squeeze-out Procedures (for the details,
please refer to the below part “(5) Policy for organizational restructuring, etc. after theTender Offer (matters relating to so-called “Two-Step Acquisitions”)”), which isscheduled after the Tender Offer, would be calculated in a way that it would be
identical to the amount obtained by multiplying the Tender Offer Price by the numberof the shares of common stock of the Target Company held by the shareholder, on
December 10, 2013, the Third Party Committee submitted the Response Letter to theProject Team stating that: (a) the Transaction is recognized to be conducted for the
purpose of improving the corporate value of the Target Company and the purpose of
the Transaction is legitimate; (b) the procedures in the negotiation process pertaining to
the Transaction are recognized to be fair; (c) the consideration to be paid to theshareholders, holders of the Stock Acquisition Rights, and holders of the Convertible
Bonds in relation to the Transaction is appropriate; and (d) the Transaction isrecognized not to be disadvantageous to the minority shareholders of the Target
Company based on the assumptions in items (a) through (c) above among other items;
and the Project Team submitted the Response Letter to the board of directors of theTarget Company on December 11, 2013.
(v)

Approvals of all directors without conflicts of interest and consents of all statutory
auditors in the Target Company
According to the Press Release of the Target Company, upon taking into account the
Share Valuation Report obtained from BofA Merrill Lynch, the legal advice obtained
from TMI, the Response Letter submitted by the Third Party Committee and otherrelated materials, the board of directors of the Target Company carefully discussed anddeliberated upon the various terms and conditions of the Transaction. The Target
Company believes, in order to improve the Target Company’s corporate value in themedium to long term, it is necessary to take advantage of all of the management
resources held by the Target Company and to seize all business opportunities
appropriately, and while targeting as ever to grow continuously in the domestic
marketing research domain, the growth of which is slowing down, it is important torapidly (i) attempt to expand marketing research services by taking advantage of
M&As and alliances in regions such as Japan and North America; (ii) develop newservices in the marketing research domain; (iii) develop a new system to acquirevarious kinds of big data and analyze such data to proactively enter the database20business domain such as through purchasing data; (iv) develop new marketing services
utilizing smart devices; and (v) invest proactively from the initial stage of the launch ofservices to benefit from the advantages of being the first in the market. However, theTarget Company acknowledges that in order to grow in the medium to long term byimplementing these management measures and to continuously improve the Target
Company’s corporate value, it is necessary to continuously conduct daring and flexible
business investment not only during the initial stage of investment, and therefore theboard of directors of the Target Company came to the conclusion that the best option
for the Target Company is to avoid forcing the general shareholders to bear risks
associated with such investment such as deterioration of profits or cash flow caused
due to a temporary increase in expenses by conducting the Tender Offer, delisting thecommon stock of the Target Company and making the Target Company awholly-owned subsidiary of the Offeror, so that the Target Company is able to avoid
such risks by consistently implementing comprehensive management policies without
being affected by short-term performance fluctuations, as well as to maximize theadvantages brought by providing the human resources, know-how and funds of theOfferor. Given the above and in consideration of the Share Valuation Report obtained
from BofA Merrill Lynch, the legal advice from TMI, and the Response Letter
provided by the Third Party Committee and other related materials, the board of
directors of the Target Company determined that the Tender Offer Price, the purchaseprice per Stock Acquisition Right, the purchase price per 10,000,000 yen in face valueof the Convertible Bonds, and the other terms and conditions of the Tender Offer areappropriate for the shareholders, holders of the Stock Acquisition Rights and holders of
the Convertible Bonds of the Target Company, and that the Tender Offer provides tothe shareholders, holders of the Stock Acquisition Rights and holders of theConvertible Bonds of the Target Company an opportunity to sell the shares, the Stock
Acquisition Rights and the Convertible Bonds at a price to which a reasonablepremium has been added. Therefore, the board of the directors of the Target
Company adopted a unanimous resolution (excluding Mr. Sugimoto, the representative
director, chairman and president of the Target Company) at its meeting held on
December 11, 2013 to the effect that it expresses an opinion to endorse the Tender
Offer and that it recommends to the shareholders, holders of the Stock Acquisition
Rights and holders of the Convertible Bonds of the Target Company to tender theirshares, Stock Acquisition Rights and Convertible Bonds in the Tender Offer.
It is stated that Mr. Sugimoto, who is the representative director, chairman andpresident of the Target Company, as provided in the below part “(7) Matters regarding
material agreement(s) related to acceptance of the Tender Offer between the Offeror
and the shareholders of the Target Company”, in order to avoid any doubt that there
may be a conflict of interest, has not participated in any deliberation or adoption of anyof the relevant resolutions by the board of directors of the Target Company, and has notparticipated in any discussion or negotiation with Bain Capital and the Offeror from theTarget Company’s standpoint because Mr. Sugimoto agreed with the Offeror in relation
to the Tender Offer to, among other things, tender all of the shares of common stock of
the Target Company that he owns.
Furthermore, it is stated that at the above-mentioned board of directors meeting, allstatutory auditors of the Target Company participated, and all such statutory auditors
unanimously expressed their opinion that they have no objection to the board of
directors’ resolutions to the effect that it expresses its opinion to endorse the Tender
Offer and that it recommends to the shareholders, the holders of the Stock Acquisition
Rights and the holders of the Convertible Bonds of the Target Company to tender theirshares, Stock Acquisition Rights and Convertible Bonds in the Tender Offer.
As provided in the above part “(ii) Obtaining a share valuation report, etc. from an21

independent third party financial advisor by the Target Company”, the board of
directors of the Target Company obtained from BofA Merrill Lynch an opinion (afairness opinion) dated on December 11, 2013 stating that under certain assumptions
and conditions, the Tender Offer Price is fair, from a financial point of view, to theholders of the common stock of the Target Company (except with respect to the Offeror,
Mr. Sugimoto, Vanilla Sky and Yahoo).
(vi)

Setting a relatively long tender offer period
While the minimum period for tender offers under laws and regulations is 20 Business
Days, the Offeror has set the purchase period for the Tender Offer (“Tender Offer
Period”) as 30 Business Days. Setting a relatively long Tender Offer Period ensures
an appropriate opportunity for the shareholders of the Target Company, the holders of
the Stock Acquisition Rights and the holders of the Convertible Bonds to make adecision whether to tender their shares in the Tender Offer as well as ensures anopportunity for any party other than the Offeror to purchase Share Certificates, Etc. of
the Target Company, as a means to guarantee the appropriateness of the Tender Offer
Price, the purchase price per Stock Acquisition Right and the purchase price per
10,000,000 yen in face value of the Convertible Bonds.
Neither the Offeror nor any of its affiliates has executed any agreement with the Target
Company which includes deal protection provisions to prohibit the Target Company
from having contact with a counter offeror or which otherwise limit the opportunity fora counter offeror to have contact with the Target Company. The Offeror and its
affiliates give consideration to ensure fairness of the Tender Offer by not only setting
the Tender Offer Period as above but also ensuring the opportunity for a counter offer.

(vii)

Setting the minimum number of Share Certificates, Etc. to be purchased
The Offeror has set the minimum number of Share Certificates, Etc. to be purchased in
the Tender Offer to be 43,577,797 shares. If the total number of the Share Certificates,
Etc. tendered falls below the minimum number of Share Certificates, Etc. to bepurchased, the Offeror will not purchase any of the Share Certificates, Etc. so tendered.
The minimum number of Share Certificates, Etc. to be purchased above is the numberof shares equivalent to two-thirds of the Number of Target Shares. The minimum
number of Share Certificates, Etc. to be purchased is the number of shares (43,577,797
shares) exceeding the total (43,339,948 shares) of (a) the number of shares (22,026,748
shares) equivalent to the majority of the number of shares (44,053,495 shares) resulting
from (i) the Number of Target Shares less (ii) the Number of Expected Tendered Shares(21,313,200 shares) and (b) the Number of Expected Tendered Shares.
As described above, while the total number of the shares held by the Expected
Tendering Shareholders who have executed the TOB acceptance agreements remains at
21,313,200 shares (the ownership ratio: 33.68%), if a large number of shareholders,
holders of the Stock Acquisition Rights and holders of the Convertible Bonds decide
not to tender their shares of Common Stock of the Target Company, Stock Acquisition
Rights and the Convertible Bonds in the Tender Offer, other than those shares of theCommon Stock that are agreed to be tendered in the Tender Offer, the Offeror will not
conduct the Tender Offer and thereby will respect the intentions of the shareholders of
the Target Company, the holders of the Stock Acquisition Rights and the holders of theConvertible Bonds.

(5)

Policy for organizational restructuring, etc. after the Tender Offer (matters relating toso-called “Two-Step Acquisitions”)

22

If the Offeror fails to acquire all issued shares of the Target Company (other thantreasury shares held by the Target Company) through the Tender Offer, the Offeror
plans to take a series of procedures in the following manner so that the Offeror willhold all issued shares of the Target Company (other than treasury shares held by theTarget Company) (the “Squeeze-out Procedures”).
Specifically, the Offeror intends to request the Target Company to hold anextraordinary general shareholders’ meeting at which the following proposals will be
submitted (the “Extraordinary General Shareholders’ Meeting”) promptly after the
successful completion of the Tender Offer: (i) to make partial amendment to the
Articles of Incorporation of the Target Company to enable the Target Company to issue
different classes of shares other than common stock; (ii) to make partial amendment to
the Articles of Incorporation of the Target Company to impose an option to call all
shares (Zenbu Shutoku Joko) (which refers to matters provided for in Article 108,Paragraph 1, Item (7) of the Companies Act (Act No. 86 of 2005, as amended;hereinafter the same); hereinafter the same) of common stock issued by the Target
Company; and (iii) to deliver a class of shares of the Target Company different fromsuch shares of common stock above in exchange for the acquisition by the Target
Company of all such shares (other than treasury shares held by the Target Company).
If proposal (i) above is approved at the Extraordinary General Shareholders’ Meetingand the partial amendment to the Articles of Incorporation for proposal (i) above
becomes effective, the Target Company will become a company with class shares asprovided for in the Companies Act. Therefore, in order to make the partial
amendment to the Articles of Incorporation regarding proposal (ii) above effective, aresolution at a general class shareholders’ meeting consisting of shareholders holding
the Common Stock of the Target Company with an option to call all shares (the“General Class Shareholders’ Meeting”) is required in addition to a resolution forproposal (ii) above at the Extraordinary General Shareholders’ Meeting, pursuant to
Article 111, Paragraph 2, Item (1) of the Companies Act. Therefore, the Offeror
intends to request the Target Company to hold the General Class Shareholders’ Meetingon the same day as the Extraordinary General Shareholders’ Meeting.
If the Tender Offer is completed and each of the proposals above is submitted to theExtraordinary General Shareholders’ Meeting and the General Class Shareholders’Meeting, the Offeror will vote in favor of each such proposal at both the Extraordinary
General Shareholders’ Meeting and the General Class Shareholders’ Meeting.
If each of the procedures above is implemented, all shares of common stock issued by
the Target Company will be made subject to the option to call all shares and all suchshares (other than treasury shares held by the Target Company) will thereafter beacquired by the Target Company. The shareholders of the Target Company (excluding
the Target Company itself) will receive a different class of shares of the Target
Company as consideration for the acquisition. Any shareholder who is delivered afraction of one share of the shares of a different class of the Target Company to bedelivered will instead receive an amount of money obtained by selling the shares of adifferent class of the Target Company equivalent to the total number of such fractions(any fraction in the total will be rounded down) or otherwise, in accordance with theprocedures under Article 234 of the Companies Act and other relevant laws andregulations. The sale price of such shares of a different class of the Target Company
equivalent to the total number of the fractions will be valued so that the amount ofmoney to be delivered to each shareholder as a result of the sale will be equal to theprice obtained by multiplying the Tender Offer Price by the number of shares of the23Common Stock of the Target Company held by each such shareholder. The details
and number of the shares of the Target Company to be delivered as consideration for
the acquisition of shares of Common Stock of the Target Company with an option tocall all shares has not been determined as of the date hereof. However, the number ofthe shares will be determined so that the number of shares of the Target Company to bedelivered to the shareholders of the Target Company (other than the Offeror) who did
not tender their shares in the Tender Offer will be a fraction of one share in order for
the Offeror to hold all of the issued shares of the Target Company (other than treasury
shares held by the Target Company).
With respect to the provisions under the Companies Act that are designed to protect
minority shareholders in relation to procedures (ii) and (iii) above, the Companies Act
provides that (a) the shareholders may request the purchase of their shares inaccordance with Articles 116 and 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 the common stock set out in (ii) above; and (b) the
shareholders may file a petition to a court to determine the acquisition price of theirshares 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 Extraordinary General Shareholders’Meeting. The purchase price and acquisition price per share obtained through themethods above will ultimately be determined by a court. If an acquisition by anoption to call all shares becomes effective, the shareholders may be deemed to havelost their standing to file the petition for the determination of the purchase price under
Article 117, Paragraph 2 of the Companies Act.
The procedures above, whereby all shares of common stock issued by the Target
Company will be made subject to the option to call all shares and the shares of adifferent class of the Target Company will be delivered as consideration for theacquisition of all such shares, may be replaced with other methods that have asubstantially comparable effect depending on the circumstances of interpretation of any
relevant law or regulation by the relevant authorities, the ownership of shares by theOfferor after the Tender Offer and the ownership of shares of the Target Company by
the Target Company’s shareholders other than the Offeror after the Tender Offer.
However, even in such case, the Offeror intends to adopt the method of ultimately
delivering money to the Target Company’s shareholders (other than the Offeror) who
did not tender their shares in the Tender Offer. The amount of money to be delivered
to the Target Company’s shareholders in such case is also expected to be valued so that
it will be equal to the price obtained by multiplying the Tender Offer Price by the
number of shares of the Common Stock of the Target Company held by suchshareholders.
The Offeror plans to complete the Squeeze-out Procedures by around June 2014 inprinciple.
If the Offeror fails to acquire all Stock Acquisition Rights in the Tender Offer despite asuccessful completion of the Tender Offer, the Offeror plans to request the Target
Company to acquire the Stock Acquisition Rights, encourage the holders of the Stock
Acquisition Rights to waive their Stock Acquisition Rights or take any otherprocedures reasonably required to conduct the Transaction. If the Offeror fails toacquire all Convertible Bonds in the Tender Offer despite a successful completion of
the Tender Offer, the Convertible Bonds which failed to be acquired in the Tender
Offer will be redeemed at 16,000,000 yen per 10,000,000 yen in face value inaccordance with the provisions of early redemption after the resolutions for the24

aforementioned proposals at the Extraordinary General Shareholders’ Meeting and theGeneral Class Shareholders’ Meeting.
The Offeror plans to carry out an absorption-type merger with the Target Company
after implementing each of the procedures above, but the specific schedule has notbeen determined yet.
The Tender Offer is not intended to solicit the shareholders of the Target Company toapprove the proposals at the Extraordinary General Shareholders’ Meeting and theGeneral Class Shareholders’ Meeting.
(6)

Possibility of and reasons for delisting
The shares of Common Stock of the Target Company are listed on First Section of theTokyo Stock Exchange as of the date hereof. However, since the Offeror has not set a
maximum limit on the number of Share Certificates, Etc. to be purchased in the Tender
Offer, the shares of Common Stock of the Target Company may be delisted throughprescribed procedures in accordance with the stock delisting criteria of the Tokyo Stock
Exchange, depending on the results of the Tender Offer. Also, even in the case where
the shares of Common Stock of the Target Company do not fall under that criteria at
the time the Tender Offer is completed, the Offeror thereafter plans to acquire all issued
shares of the Target Company other than treasury shares held by the Target Company inaccordance with the procedures set out in “(5) Policy for organizational restructuring,etc. after the Tender Offer (matters relating to so-called “Two-Step Acquisitions”)”
above, in which case the shares of Common Stock of the Target Company will bedelisted through the prescribed procedures. After delisting, the shares of Common
Stock of the Target Company will be unable to be traded on the Tokyo Stock Exchange.

(7)

Matters regarding material agreement(s) related to acceptance of the Tender Offer
between the Offeror and the shareholders of the Target Company
The Offeror has executed on December 11, 2013, a TOB acceptance agreement with
Mr. Sugimoto, a founder and the representative director, chairman and president of theTarget Company (the number of shares held: 2,265,000 shares; the ownership ratio:
3.58 %) and with Vanilla Sky, an asset management company of Mr. Sugimoto, forwhich Mr. Sugimoto serves as the representative director (the number of shares held:
4,906,000 shares; and the ownership ratio: 7.75 %), stipulating that Mr. Sugimoto andVanilla Sky shall tender all of the Common Stock of the Target Company that they own(the “Acceptance Agreement with Mr. Sugimoto and Vanilla Sky”). The AcceptanceAgreement with Mr. Sugimoto and Vanilla Sky does not stipulate any conditions
precedent for the tendering of shares by Mr. Sugimoto or Vanilla Sky in the Tender
Offer.
According to Mr. Sugimoto and Vanilla Sky, the Common Stock of the Target
Company held by Mr. Sugimoto (2,265,000 shares) is expected to be transferred to
Vanilla Sky after the date hereof, and then tendered by Vanilla Sky in the Tender Offer.
According to the Press Release of the Target Company, it is expected that there will bea change in a major shareholder of the Target Company due to such transfer.
In addition, the Offeror has executed on December 11, 2013, a TOB acceptanceagreement with Yahoo which is the largest and a major shareholder of the Target
Company (the number of shares held: 14,142,200 shares; and the ownership ratio:
22.35 %) stipulating that Yahoo shall tender all of the Common Stock of the Target
Company that it owns (the “Acceptance Agreement with Yahoo”). In the AcceptanceAgreement with Yahoo, the conditions precedent for the tender are that (i) the board of
directors of the Target Company has expressed an opinion to endorse the Tender Offer

25and such expression of opinion has not been withdrawn, and (ii) representations andwarranties made by the Offeror in the Acceptance Agreement with Yahoo (see Notebelow) are true and correct; however, Yahoo may waive or defer any of such conditions
precedent at its own discretion and it is not prohibited or restricted for Yahoo to tender
its shares in the Tender Offer at its own decision even if the said conditions precedent
are not satisfied. The Acceptance Agreement with Yahoo does not contain any
provision to the effect that the business partnership agreement between Yahoo and theTarget Company regarding the Target Company’s business will be amended.
(Note) In the Acceptance Agreement with Yahoo, the Offeror has represented andwarranted that on the execution date of the Acceptance Agreement with Yahoo and at
any time during the effective period of the Acceptance Agreement with Yahoo, theTender Offer is to be conducted or has been conducted lawfully and effectively inaccordance with the Financial Instruments and Exchange Act, other applicable laws
and regulations and the rules of financial instruments exchanges.
2.

Outline of tender offer(1)

Outline of Target Company
(i)
(ii)
(iii)
(iv)
(v)
(vi)

Name
Address
Name and title ofrepresentative
Business details
Stated Capital
Date of incorporation

Macromill, Inc.
16-1, Konan 2-chome, Minato-ku, Tokyo
Tetsuya Sugimoto, Representative Director, Chairman and President

Market research using the internet
1,953,008,000 yen (as of June 30, 2013)
January 31, 2000
Yahoo Japan Corporation
22.39%
Kabushiki Kaisha Vanilla Sky
7.77%
Japan Trustee Services Bank, Ltd. (Trust Account)
5.45%
Tetsuya Sugimoto
2.98%
Major shareholders
Goldman, Sachs & Co. Regular Account
2.32%
and shareholding
Yasunori
Fukuha1.93%(vii)
ratios (as of June 30,
Satoshi Shibata
1.81%2013) (Note)
The Master Trust Bank of Japan, Ltd. (Trust Account)
1.75%
Northern Trust Company (AVFC) Sub Account American
1.72%
ClientThe Nomura Trust and Banking Co., Ltd. (Investment
1.69%
Trust Account)
N/A
Capital relationship
Relationship between
Personnel relationship N/A(viii)
Offeror and Target
N/A
Business relationship
Company
Status as related party N/A(Note)The shareholding ratios stated above are the same as those stated in the Target Company’s
Annual Securities Report for the 14th Term (filed on September 26, 2013)(2)

Schedule(i)
Schedule
Resolution of the boardof directors

Wednesday, December 11, 201326

Date of public notice forthe commencement of
Tender Offer
Filing date of Tender
Offer
Registration
Statement(ii)

Thursday, December 12, 2013
Public notice will be made electronically via the Internet, and anotice to that effect will be published in the Nikkei.
(URL of the electronic notice: http://disclosure.edinet-fsa.go.jp/)
Thursday, December 12, 2013

Tender offer period set at the time of filing of registration statement
From Thursday, December 12, 2013 through Friday, January 31, 2014 (30 business days)(iii)

The possibility of extension of tender offer period upon request of the Target Company
N/A

(3)

Price of tender offer(i)

786 yen per share of Common Stock(ii)

Stock acquisition rights
(a)

(b)

(c)

(d)

(iii)

(4)

206,400 yen per stock acquisition rights issued pursuant to the resolution at theboard of directors meeting of the Target Company held on July 1, 2009 (with an
exercise period of July 29, 2009 to July 15, 2016; the “Sixth Series Stock
Acquisition Rights”)
206,400 yen per stock acquisition rights issued pursuant to the resolution at theboard of directors meeting of the Target Company held on July 1, 2009 (with an
exercise period of July 16, 2011 to July 15, 2016; the “Seventh Series Stock
Acquisition Rights”)
181,200 yen per stock acquisition rights issued pursuant to the resolution at theboard of directors meeting of the Target Company held on September 3, 2010 (the“Eighth Series Stock Acquisition Rights”)
62,400 yen per stock acquisition rights issued pursuant to the resolution at theboard of directors meeting of the Target Company held on August 24, 2012 (the“Ninth Series Stock Acquisition Rights,” and collectively with the Sixth, Seventhand Eighth Series Stock Acquisition Rights, the “Stock Acquisition Rights”)

Convertible Bonds
16,212,822 yen per 10,000,000 yen in face value of Euro-Yen convertible bonds due 2014
issued pursuant to the resolution at the board of directors meeting of the Target Company
held on August 3, 2011 (the “Convertible Bonds”)

Grounds for calculation of tender offer price(i)

Basis of calculation(a)Common stock
In determining the Tender Offer Price, the Offeror made a broad-ranging and27

comprehensive analysis on the business and financial status of the Target Company
based on the financial information and other materials disclosed by the Target
Company, the results of due diligence conducted with respect to the Target Company,
and other matters. In light of the fact that the shares of Common Stock of the Target
Company are traded on a financial instruments exchange, the Offeror also referred tothe trends of the closing price (674 yen) of the shares of Common Stock of the Target
Company on the Tokyo Stock Exchange as of December 10, 2013, which is theBusiness Day immediately preceding the date of announcement to conduct the Tender
Offer and the simple average closing prices of the last one month, the last three months
and the last six months (628 yen, 614 yen and 608 yen). In addition, bycomprehensively taking into consideration the examples of premiums added when
determining tender offer prices in tender offers in the past three year period similar to
the Tender Offer, the possibility of endorsement of the Tender Offer by the Target
Company and the prospect of successful completion of the Tender Offer, and upon
discussion and negotiation with the Expected Tendering Shareholders and the Target
Company, the Offeror has determined the Tender Offer Price to be 786 yen on
December 11, 2013. The Offeror has determined the Tender Offer Price bycomprehensively taking into consideration the factors above and upon discussion andnegotiation with the Expected Tendering Shareholders and the Target Company, andhas not obtained any share valuation report from any third-party appraiser.
The Tender Offer Price represents (i) a premium of 16.62 % on 674 yen, the closing
price of the shares of the Common Stock of the Target Company on the Tokyo Stock
Exchange as of December 10, 2013, which is the Business Day immediately preceding
the date of announcement to conduct the Tender Offer, (ii) a premium of 25.16 % on
628 yen, the simple average closing price for the last one month, (iii) a premium of
28.01 % on 614 yen, the simple average closing price for the last three months, and (iv)a premium of 29.28 % on 608 yen, the simple average closing price for the last six
months.
(b)

Stock Acquisition Rights
The exercise price of each Stock Acquisition Right per share of the Common Stock of
the Target Company falls below the Tender Offer Price as of the date hereof.
Therefore, the Offeror has determined that (i) the purchase price per Sixth Series Stock
Acquisition Right is to be 206,400 yen, which is obtained by multiplying the difference(516 yen) of the Tender Offer Price (786 yen) and the exercise price of each Sixth
Series Stock Acquisition Right per share of the Common Stock of the Target Company(270 yen) by the number of shares of the common stock underlying each Sixth Series
Stock Acquisition Right (400 shares), (ii) the purchase price per Seventh Series Stock
Acquisition Right is to be 206,400 yen, which is obtained by multiplying the difference(516 yen) of the Tender Offer Price (786 yen) and the exercise price of each Seventh
Series Stock Acquisition Right per share of the Common Stock of the Target Company(270 yen) by the number of shares of the common stock underlying each Seventh
Series Stock Acquisition Right (400 shares), (iii) the purchase price per Eighth Series
Stock Acquisition Right is to be 181,200 yen, which is obtained by multiplying thedifference (453 yen) of the Tender Offer Price (786 yen) and the exercise price of each
Eighth Series Stock Acquisition Right per share of the Common Stock of the Target
Company (333 yen) by the number of shares of the common stock underlying each
Eighth Series Stock Acquisition Right (400 shares) and (iv) the purchase price per
Ninth Series Stock Acquisition Right is to be 62,400 yen, which is obtained bymultiplying the difference (312 yen) of the Tender Offer Price (786 yen) and theexercise price of each Ninth Series Stock Acquisition Right per share of the Common
Stock of the Target Company (474 yen) by the number of shares of the common stock
underlying each Eighth Series Stock Acquisition Right (200 shares).

28

(c)

(ii)

Convertible Bonds
The Offeror has determined the purchase price per 10,000,000 yen in face value of theConvertible Bonds to be 16,212,822 yen, which is obtained by multiplying the facevalue of the Convertible Bonds (10,000,000 yen) divided by the effective conversion
price (484.8 yen) as of the date hereof (20,627 shares) (any fraction will be roundeddown) by the Tender Offer Price (786 yen). Such purchase price of 16,212,822 yen
represents a premium of 62.13 % on the face value.
If the Tender Offer is successful and the Transaction is conducted, the Convertible
Bonds which failed to be acquired in the Tender Offer will be redeemed at 16,000,000
yen per 10,000,000 yen in face value, which is the highest redemption amountapplicable, in accordance with the provisions of early redemption. The purchase priceper 10,000,000 yen in face value of the Convertible Bonds in the Tender Offer(16,212,822 yen) exceeds such redemption amount per 10,000,000 yen in face value of
the Convertible Bonds (16,000,000 yen).
In determining the tender offer price of Common Stock of the Target Company, Stock
Acquisition Rights and Convertible Bonds in the Tender Offer, the Offeror has not
obtained any valuation report from an independent third-party appraiser.

Process of calculation
Process for Determination of Tender Offer Price
Bain Capital has been investigating and deliberating new investment targets in Japan, which
include the internet research industry in which Bain Capital has made investment before. In
the course of its deliberation, Bain Capital started to pay attention to the businesscharacteristics of the Target Company, which is a leading company among other companies
engaged in the internet research industry in Japan, and has proceeded with the deliberation of
the Target Company’s growth potential, the optimal management structure and other related
matters. Bain Capital reached the belief that although the Target Company has room forpotential business expansion, the Target Company needs to further accelerate the expansion
and strengthening of its business base into the domains peripheral to the marketing business inorder to improve its corporate value in the medium to long term, taking into consideration thepossibility of increased competition due to new players entering the market in connection
with the changes in the internet environment, and the challenges for the development andmarket creation of new marketing services in the future in such environment. Bain Capitalconsiders it necessary for the Target Company to make speedy and flexible management
decisions under an agile management structure in proactively pursuing the growth measures
above and improving corporate value while flexibly responding to the ever-changing internet
environment.
On the other hand, it is considered that the measures above might negatively affect the
short-term profit of the Target Company. In other words, especially at the time of thelaunching of a new business, it would be difficult to expect any definite profitability and suchmeasures might result in short-term deterioration in profit associated with adjustment to a new
business direction. It is conceivable that, if the Target Company conducts such measureswith its shares being listed, it is not only likely for the Target Company to fail to meet the
expectation of its shareholders, who seek stable improvement of profitability, but also that theshareholders would bear the risk of destabilization of the share price.
Therefore, Bain Capital reached the belief that in order to grow in the medium to long term
and to continuously improve the Target Company’s corporate value, as well as to avoid
implementing the management measures for improvement of the Target Company’s corporate
value in the medium to long term that would involve the general shareholders bearing therisks associated with such measures, the most effective means would be for the Target
Company to conduct the Transaction, delist the Common Stock of the Target Company andsimplify the shareholder structure of the Target Company, so that the Target Company is able
to consistently implement comprehensive management policies without being affected by29

short-term performance fluctuations, and for all of the management and employees of theTarget Company to then work together on the management policies under Mr. Sugimoto’s
leadership and in cooperation with Bain Capital, which has considerable experience inbusiness management assistance.
According to the Press Release of the Target Company, as described above, given factors suchas that the Target Company was already of the same belief as Bain Capital, the Target
Company deliberated the offer from Bain Capital and decided to commence discussions for
the Target Company going private. In response to this, on October 25, 2013, Bain Capital
proposed to the Target Company that the Target Company go private, and the two companies
commenced discussions aimed at the Target Company going private.
Subsequently, Bain Capital conducted due diligence with respect to the Target Company fromthe end of October to November 2013, and also discussed and negotiated with the Project
Team regarding the Transaction on multiple occasions. Concurrently with these, Bain
Capital discussed and negotiated regarding the Transaction with Mr. Sugimoto and Vanilla
Sky, and after that, with Yahoo, and as a result, on November 20, 2013, Bain Capital made an
initial offer to the Project Team to the effect that it wishes to set the Tender Offer Price as noless than 750 yen. In response to Bain Capital’s initial offer, the Project Team requested
Bain Capital to re-deliberate the Tender Offer Price, in consideration of the advice received
from BofA Merrill Lynch and referring to the past trends of share prices of the Target
Company, premium rates adopted in similar cases, the advice received from BofA Merrill
Lynch, and the like.
After receiving the request from the Project Team, Bain Capital re-deliberated the Tender
Offer Price. As a result, Bain Capital came to believe that it is reasonable to set the Tender
Offer Price as 785 yen taking into consideration the possibility of the Target Company’sbusiness improvement in the future and the process of the above discussions and negotiations
with the Project Team, and made a revised offer to that effect to the Target Company on
December 6, 2013. Based on this revised offer, the Project Team and Bain Capital further
discussed and negotiated upon the pros and cons of the Transaction including the Tender Offer
and the terms and conditions therefor.
On December 11, 2013, the Offeror, based on the discussions and negotiations describedabove, decided to conduct the Tender Offer and decided the Tender Offer Price in accordancewith the process below.
Examination of Tender Offer Price(a)Common stock
In determining the Tender Offer Price, the Offeror made a broad-ranging andcomprehensive analysis on the business and financial status of the Target Company
based on the financial information and other materials disclosed by the Target
Company, the results of due diligence conducted with respect to the Target Company,
and other matters. In light of the fact that the shares of Common Stock of the Target
Company are traded on a financial instruments exchange, the Offeror also referred tothe trends of the closing price (674 yen) of the shares of Common Stock of the Target
Company on the Tokyo Stock Exchange as of December 10, 2013, which is theBusiness Day immediately preceding the date of announcement to conduct the Tender
Offer and the simple average closing prices of the last one month, the last three months
and the last six months (628 yen, 614 yen and 608 yen). In addition, bycomprehensively taking into consideration the examples of premiums added when
determining tender offer prices in tender offers in the past three year period similar to
the Tender Offer, the possibility of endorsement of the Tender Offer by the Target
Company and the prospect of successful completion of the Tender Offer, and upon
discussion and negotiation with the Expected Tendering Shareholders and the Target
Company, the Offeror has determined the Tender Offer Price to be 786 yen on
December 11, 2013. The Offeror has determined the Tender Offer Price by30

comprehensively taking into consideration the factors above and upon discussion andnegotiation with the Expected Tendering Shareholders and the Target Company, andhas not obtained any share valuation report from any third-party appraiser.
The Tender Offer Price represents (i) a premium of 16.62 % on 674 yen, the closing
price of the shares of the Common Stock of the Target Company on the Tokyo Stock
Exchange as of December 10, 2013, which is the Business Day immediately preceding
the date of announcement to conduct the Tender Offer, (ii) a premium of 25.16 % on
628 yen, the simple average closing price for the last one month, (iii) a premium of
28.01 % on 614 yen, the simple average closing price for the last three months, and (iv)a premium of 29.28 % on 608 yen, the simple average closing price for the last six
months.
(b)

Stock Acquisition Rights
The exercise price of each Stock Acquisition Right per share of the Common Stock of
the Target Company falls below the Tender Offer Price as of the date hereof.
Therefore, the Offeror has determined that (i) the purchase price per Sixth Series Stock
Acquisition Right is to be 206,400 yen, which is obtained by multiplying the difference(516 yen) of the Tender Offer Price (786 yen) and the exercise price of each Sixth
Series Stock Acquisition Right per share of the Common Stock of the Target Company(270 yen) by the number of shares of the common stock underlying each Sixth Series
Stock Acquisition Right (400 shares), (ii) the purchase price per Seventh Series Stock
Acquisition Right is to be 206,400 yen, which is obtained by multiplying the difference(516 yen) of the Tender Offer Price (786 yen) and the exercise price of each Seventh
Series Stock Acquisition Right per share of the Common Stock of the Target Company(270 yen) by the number of shares of the common stock underlying each Seventh
Series Stock Acquisition Right (400 shares), (iii) the purchase price per Eighth Series
Stock Acquisition Right is to be 181,200 yen, which is obtained by multiplying thedifference (453 yen) of the Tender Offer Price (786 yen) and the exercise price of each
Eighth Series Stock Acquisition Right per share of the Common Stock of the Target
Company (333 yen) by the number of shares of the common stock underlying each
Eighth Series Stock Acquisition Right (400 shares) and (iv) the purchase price per
Ninth Series Stock Acquisition Right is to be 62,400 yen, which is obtained bymultiplying the difference (312 yen) of the Tender Offer Price (786 yen) and theexercise price of each Ninth Series Stock Acquisition Right per share of the Common
Stock of the Target Company (474 yen) by the number of shares of the common stock
underlying each Eighth Series Stock Acquisition Right (200 shares).

(c)

Convertible Bonds
The Offeror has determined the purchase price per 10,000,000 yen in face value of theConvertible Bonds to be 16,212,822 yen, which is obtained by multiplying the facevalue of the Convertible Bonds (10,000,000 yen) divided by the effective conversion
price (484.8 yen) as of the date hereof (20,627 shares) (any fraction will be roundeddown) by the Tender Offer Price (786 yen). Such purchase price of 16,212,822 yen
represents a premium of 62.13 % on the face value.
If the Tender Offer is successful and the Transaction is conducted, the Convertible
Bonds which failed to be acquired in the Tender Offer will be redeemed at 16,000,000
yen per 10,000,000 yen in face value, which is the highest redemption amountapplicable, in accordance with the provisions of early redemption. The purchase priceper 10,000,000 yen in face value of the Convertible Bonds in the Tender Offer(16,212,822 yen) exceeds such redemption amount per 10,000,000 yen in face value of
the Convertible Bonds (16,000,000 yen).
In determining the tender offer price of Common Stock of the Target Company, Stock
Acquisition Rights and Convertible Bonds in the Tender Offer, the Offeror has not
obtained any valuation report from an independent third-party appraiser.

31

(iii)

Relationship with appraiser
N/A (because the Offeror has not obtained any valuation report from an independent
third-party appraiser in determining the tender offer price in the Tender Offer)(5)

Number of Share Certificates, Etc. to be purchased in tender offer

Number of Share Certificates, Etc.
to be purchased

Minimum number of Share
Certificates, Etc. to be purchased

Maximum number of Share
Certificates, Etc. to be purchased

65,366,695 (shares)

43,577,797 (shares)- (shares)

Note 1:

Note 2:
Note 3:Note 4:

If the total number of Share Certificates, Etc. tendered is less than the minimum number of
Share Certificates, Etc. to be purchased (43,577,797 shares), the Offeror will not purchase anyof the Share Certificates, Etc. so tendered. If the total number of Share Certificates, Etc.
tendered is equal to or exceeds the minimum number of Share Certificates, Etc. to bepurchased (43,577,797 shares), the Offeror will purchase all the Share Certificates, Etc. sotendered.
The Offeror does not intend to acquire the treasury shares held by the Target Company
through the Tender Offer.
In the Tender Offer, the Offeror has not set a maximum number of Share Certificates, Etc. tobe purchased, so the number of shares to be purchased is stated as the maximum number of
Share Certificates, Etc. of the Target Company (65,366,695 shares) acquired by the Offeror
through the Tender Offer. The maximum number is the number of shares (65,366,695
shares) resulting from (A) the total (68,865,436 shares) of (i) the total number of issued shares(63,274,150 shares) as of November 30, 2013 stated in the Share Buyback Report of theTarget Company and (ii) (a) the number of shares of Common Stock of the Target Company(2,476,600 shares) underlying the stock acquisition rights (400 Sixth Series Stock Acquisition
Rights, 942 Seventh Series Stock Acquisition Rights, 145 Eighth Series Stock Acquisition
Rights and 9,409 Ninth Series Stock Acquisition Rights), the number of which is obtained bydeducting the number of the stock acquisition rights that have expired by November 30, 2013(according to the Target Company, 200 Sixth Series Stock Acquisition Rights, 57 Seventh
Series Stock Acquisition Rights and 370 Ninth Series Stock Acquisition Rights have expired
respectively by November 30, 2013) from the number of the Sixth Series Stock Acquisition
Rights (600 stock acquisition rights), the Seventh Series Stock Acquisition Rights (999 stockacquisition rights), the Eighth Series Stock Acquisition Rights (145 stock acquisition rights)
and the Ninth Series Stock Acquisition Rights (9,779 stock acquisition rights) as of August 31,
2013 stated in the Securities Report for the 14th Term of the Target Company and (b) the
number of shares of Common Stock of the Target Company (3,114,687 shares) underlying thestock acquisition rights attached to the Convertible Bonds (151 stock acquisition rights), thenumber of which is obtained by deducting the number of the stock acquisition rights attachedto the Convertible Bonds that have expired by November 30, 2013 (according to the Target
Company, 14 stock acquisition rights have expired by November 30, 2013) from the numberof the stock acquisition rights attached to the Convertible Bonds (165 stock acquisition rights)
as of August 31, 2013 stated in the Securities Report for the 14th Term of the Target Company
less (B) the number of treasury shares held by the Target Company (3,498,741 shares) as ofNovember 30, 2013 stated in the Share Buyback Report of the Target Company.
The “Minimum number of Share Certificates, Etc. to be purchased” is the number of shares(rounded up to the nearest whole number) equivalent to two-thirds of the number of shares(65,366,695 shares) resulting from the following formula: the difference of (A) the sum total(68,865,436 shares) of (i) the total number of issued shares (63,274,150 shares) as ofNovember 30, 2013 stated in the Share Buyback Report of the Target Company plus (ii) thesum of (a) the number of shares of Common Stock of the Target Company (2,476,600 shares)32

Note 5:Note 6:

underlying the stock acquisition rights (400 Sixth Series Stock Acquisition Rights, 942
Seventh Series Stock Acquisition Rights, 145 Eighth Series Stock Acquisition Rights and9,409 Ninth Series Stock Acquisition Rights), the number of which is obtained by deducting
the stock acquisition rights that have expired by November 30, 2013 (according to the Target
Company, 200 Sixth Series Stock Acquisition Rights, 57 Seventh Series Stock Acquisition
Rights and 370 Ninth Series Stock Acquisition Rights have expired respectively by November
30, 2013) from the number of the Sixth Series Stock Acquisition Rights (600 stock acquisitionrights), the Seventh Series Stock Acquisition Rights (999 stock acquisition rights), the Eighth
Series Stock Acquisition Rights (145 stock acquisition rights) and the Ninth Series Stock
Acquisition Rights (9,779 stock acquisition rights) as of August 31, 2013 stated in the
securities report for the Securities Report for the 14th Term of the Target Company plus (b)the number of shares of Common Stock of the Target Company (3,114,687 shares) underlying
the stock acquisition rights attached to the Convertible Bonds (151 stock acquisition rights),
the number of which is obtained by deducting the number of the stock acquisition rights
attached to the Convertible Bonds that have expired by November 30, 2013 (according to theTarget Company, 14 stock acquisition rights have expired by November 30, 2013) from thenumber of the stock acquisition rights attached to the Convertible Bonds (165 stockacquisition rights) as of August 31, 2013 stated in the securities report for the Securities
Report for the 14th Term of the Target Company minus (B) the number of treasury shares heldby the Target Company (3,498,741 shares) as of November 30, 2013 stated in the Share
Buyback Report of the Target Company.
Shares less than one unit are also subject to the Tender Offer. If a right to claim for purchaseof shares less than one unit is exercised by shareholders in accordance with the Companies
Act, the Target Company may purchase its own shares less than one unit during the Tender
Offer Period in accordance with procedures required by laws and regulations.
Stock Acquisition Rights and stock acquisition rights attached to Convertible Bonds may be
exercised by the last day of the Tender Offer Period, and in that case, the Common Stock of
the Target Company issued or transferred through such exercise is also subject to the Tender
Offer.

(6)
Change of proportion of ownership of Share Certificates, Etc. due to tender offer
Proportion of ownership of Share
Number of voting rights
Certificates, Etc. before tender offer
represented by the Share- voting rights- %Certificates, Etc. held by theOfferor before tender offer
Number of voting rights
Proportion of ownership of Sharerepresented by the Shares
Certificates, Etc. before tender offer
Certificates, Etc. held by special- voting rights-%
related persons before tender
offer
Number of voting rights
Proportion of ownership of Sharerepresented by the Share
Certificates, Etc. after tender offer
653,666 voting rights
Certificates, Etc. held by the
100.00 %Offeror after tender offer
Number of voting rights
Proportion of ownership of Sharerepresented by the Shares
Certificates, Etc. after tender offer- voting rights
Certificates, Etc. held by special-%
related persons after tender offer
Total number of voting rights of
630,488 voting rights
all shareholders of the Target
Company
Note 1:The “Number of voting rights represented by the Share Certificates, Etc. held by the Offeror
after tender offer” is the number of voting rights represented by the number of shares to be33

purchased (65,366,695 shares) in the Tender Offer.
Note 2:The “Total number of voting rights of all shareholders of the Target Company ” is the numberof voting rights that reflects the effect of a stock split dividing one share of the Target
Company into two shares, conducted by the Target Company with July 1, 2013 as theeffective date in the number of voting rights of all shareholders as of June 30, 2013 as statedin the Securities Report for the 14th Term of the Target Company (stated as the share unit
number is 100 shares). However, since all of the Common Stock of the Target Company
including shares less than one unit (excluding treasury shares), Stock Acquisition Rights andConvertible Bonds are subject to the Tender Offer, when calculating the “Proportion ofownership of Share Certificates, Etc. before tender offer” and the “Proportion of ownership ofShare Certificates, Etc. after tender offer,” 653,666 voting rights represented by 65,366,695
shares is used as the “Total number of voting rights of all shareholders of the Target
Company”. This number of shares (65,366,695 shares) is resulting from (A) the total(68,865,436 shares) of (i) the total number of issued shares (63,274,150 shares) as ofNovember 30, 2013 stated in the Share Buyback Report of the Target Company and (ii) (a)the number of shares of Common Stock of the Target Company (2,476,600 shares) underlying
the stock acquisition rights (400 Sixth Series Stock Acquisition Rights, 942 Seventh Series
Stock Acquisition Rights, 145 Eighth Series Stock Acquisition Rights and 9,409 Ninth Series
Stock Acquisition Rights), the number of which is obtained by deducting the stock acquisitionrights that have expired by November 30, 2013 (according to the Target Company, 200 Sixth
Series Stock Acquisition Rights, 57 Seventh Series Stock Acquisition Rights and 370 Ninth
Series Stock Acquisition Rights have expired respectively by November 30, 2013) from thenumber of the Sixth Series Stock Acquisition Rights (600 stock acquisition rights), theSeventh Series Stock Acquisition Rights (999 stock acquisition rights), the Eighth Series
Stock Acquisition Rights (145 stock acquisition rights) and the Ninth Series Stock Acquisition
Rights (9,779 stock acquisition rights) as of August 31, 2013 stated in the Securities Reportfor the 14th Term of the Target Company and (b) the number of shares of Common Stock of
the Target Company (3,114,686 shares) underlying the stock acquisition rights attached to theConvertible Bonds (151 stock acquisition rights), the number of which is obtained bydeducting the number of the stock acquisition rights attached to the Convertible Bonds thathave expired by November 30, 2013 (according to the Target Company, 14 stock acquisitionrights have expired by November 30, 2013) from the number of the stock acquisition rights
attached to the Convertible Bonds (165 stock acquisition rights) as of August 31, 2013 statedin the Securities Report for the 14th Term of the Target Company less (B) the number oftreasury shares held by the Target Company (3,498,741 shares) as of November 30, 2013stated in the Share Buyback Report of the Target Company.

Note 3:The “Proportion of ownership of Share Certificates, Etc. before tender offer” and the“Proportion of ownership of Share Certificates, Etc. after tender offer” have been rounded totwo decimal places.
(7)

Purchase price
51,378 million yen(Note) “Purchase price” shows the amount obtained by multiplying the number ofshares to be purchased in the Tender Offer (65,366,695 shares) by the purchase priceper share (786 yen).

(8)

Method of settlement(i)Name and address of head office of securities firm/bank etc. in charge of settlement oftender offer
Mizuho Securities Co., Ltd.

1-5-1 Otemachi, Chiyoda-ku, Tokyo

34

(ii)

Commencement date of settlement
February 10, 2014 (Monday)(iii)

Method of settlement
A notice regarding the purchase under the Tender Offer will be mailed to the address ofTendering Shareholders (or the standing proxy in the case of Foreign Shareholders,Etc.) without delay after the expiration of the Tender Offer period. The purchase shallbe settled in cash. The Tender Offer Agent will, in accordance with the instructions
given by the Tendering Shareholders (or the standing proxy in the case of Foreign
Shareholders, Etc.) and without delay on or after the commencement date of settlement,
remit to the address designated by the Tendering Shareholders (or the standing proxy inthe case of Foreign Shareholders, Etc.), or pay to the Tendering Shareholders’ accountwhere the Tender Offer Agent accepted the tender in the Tender Offer, the sales pricewith regard to the Share Certificates, Etc. purchased.

(iv)

Method of return of Share Certificates, Etc.
In the event that all of the tendered Share Certificates, Etc. will not be purchased under
the terms set forth in “(i) Conditions set forth in each item of Article 27-13, Paragraph
4 of the Act and the details thereof” or “(ii) Conditions of withdrawal, etc. of the tender
offer, details thereof and method of disclosure of withdrawal, etc.” in the section titled“(9) Other conditions and methods of purchase” below, the Tender Offer Agent will, on
or after the commencement date of settlement (or the date of withdrawal of the Tender
Offer if the Offeror withdraws the Tender Offer), promptly return the Share Certificates,
Etc. that must be returned.
With respect to the shares, the Tender Offer Agent will return shares on its account for
tender in the Tender Offer by reverting those shares to the original condition at the timeof the tender, which means the condition that the execution of the order to tender in theTender Offer is cancelled.
With respect to Stock Acquisition Rights, the documents submitted upon tender of theStock Acquisition Rights will be delivered to the Tendering Shareholders (or the
standing proxy in the case of Foreign Shareholders, Etc.) or mailed to the address of
the Tendering Shareholders (or the standing proxy in the case of Foreign Shareholders,Etc.), in accordance with the instructions given by each relevant Tendering
Shareholder.
With respect to Convertible Bonds, the documents submitted upon tender of theConvertible Bonds will be delivered to the Tendering Shareholders (or the standing
proxy in the case of Foreign Shareholders, Etc.) or mailed to the address of theTendering Shareholders (or the standing proxy in the case of Foreign Shareholders,Etc.), in accordance with the instructions given by each relevant Tendering Shareholder,
and the Tender Offer Agent will revert the tendered Share Certificates, Etc. kept by
Euroclear Bank S.A./N.V. to the original condition at the time of the tender.

(9)

Other conditions and methods of purchase(i)

Conditions set forth in each item of Article 27-13, Paragraph 4 of the Act and thedetails thereof
If the total number of the Share Certificates, Etc. tendered is less than the minimum
number of Share Certificates, Etc. to be purchased (43,577,797 shares), the Offeror will35

not purchase any of the Share Certificates, Etc. so tendered. If the total number of the
Share Certificates, Etc. tendered is equal to or exceeds the minimum number of Share
Certificates, Etc. to be purchased (43,577,797 shares), the Offeror will purchase all the
Share Certificates, Etc. so tendered.
(ii)

Conditions of withdrawal, etc. of the tender offer, details thereof and method of
disclosure of withdrawal, etc.
If any event listed in Article 14, Paragraph 1, Items (1)1 through (1)9 and Items (1)12
through (1)18, Items (3)1 through (3)8 and (3)10, Item (4), as well as Article 14,
Paragraph 2, Items (3) through (6) of the Financial Instruments and Exchange Act
Enforcement Order (Cabinet Order No. 321 of 1965, as amended) (the “Enforcement
Order”) occurs, the Tender Offeror may withdraw the Tender Offer. In the Tender
Offer, with respect to Article 14, Paragraph 1, Item (3)10 of the Enforcement Order, theevents which are equivalent to those listed in Items (3)1 through (3)9 of the same
Paragraph shall refer to the case where any of the statutory disclosure documents
submitted by the Target Company in the past is found to contain a false statement on amaterial fact, or omit a statement on a material fact that should have been stated.
With respect to the Prior Notification that is provided by the Tender Offeror to the Fair
Trade Commission pursuant to Article 10, Paragraph 2 of the Act Concerning
Prohibition of Private Monopolization and Maintenance of Fair Trade (Act No. 54 of
1947, as amended; the “Antimonopoly Act”), the Tender Offeror may withdraw theTender Offer on or before the day preceding the date of expiration of the Tender Offer
Period (including in any case where this period is extended), as it will be deemed that
the Tender Offeror was not able to obtain “license, etc.” set out in Article 14, Paragraph
1, Item (4) of the Enforcement Order in each of those cases: (a) the Tender Offeror
receives the Prior Notice of Cease and Desist Order from the Fair Trade Commission
ordering the disposal of all or some of the Target Company’s shares, transfer of part of
the Target Company’s business, or any other similar disposition; (b) the period in which
the Prior Notice of Cease and Desist Order in accordance with the Antimonopoly Act isgiven does not expire; or (c) the Tender Offeror is subject to an emergency prohibition
order from a court on the grounds that the Tender Offeror is suspected of conducting an
act breaching the provision of Article 10, Paragraph 1 of the Antimonopoly Act.
If the Tender Offeror intends to withdraw the Tender Offer, the Tender Offeror will givean electronic public notice and publish a notice to that effect in The Nikkei. However,
if it is deemed difficult to give the public notice by the last day of the Tender Offer
Period, the Tender Offeror will make a public announcement by the method set out in
Article 20 of the Cabinet Ordinance with respect to Disclosure of a Tender Offer for
Share Certificates, Etc. by an Offeror other than the Issuing Company (Ministry of
Finance Ordinance No. 38 of 1990, as amended; the “Cabinet Ordinance”) and give apublic notice immediately after the announcement.

(iii)

Conditions of reduction of purchase price, details thereof and method of disclosure of
reduction
Under Article 27-6, Paragraph 1, Item (1) of the Act, if the Target Company conducts
any act set out in Article 13, Paragraph 1 of the Enforcement Order during the Tender
Offer Period, the Tender Offeror may reduce the purchase price in accordance with thestandards set out in Article 19, Paragraph 1 of the Cabinet Ordinance.
If the Tender Offeror intends to reduce the purchase price, the Tender Offeror will giveelectronic public notice and publish a notice to that effect in The Nikkei. However, if

36

it is deemed difficult to give the public notice by the last day of the Tender Offer Period,
the Tender Offeror will make a public announcement by the method set out in Article 20of the Cabinet Ordinance and give public notice immediately after the announcement.
If the purchase price is reduced, the Tender Offeror will also purchase the Share
Certificates, Etc. tendered on or before the date of the public notice at the reduced
purchase price.
(iv)

Matters concerning Tendering Shareholders’ right to cancel tender
Tendering Shareholders may, at any time during the Tender Offer Period, cancel theiragreement for the Tender Offer. Tendering Shareholders who wish to cancel theirtender must deliver or send a cancellation notice stating that such Tendering
Shareholder cancels its tender under the Tender Offer (the “Cancellation Notice”), witha Receipt of Acceptance of the Tender Offer attached, to the head office or any branch
in Japan of the Tender Offer Agent who accepted tender by 3 p.m. on the last day of theTender Offer Period. The cancellation of the tender will take effect at the time when
the Cancellation Notice is delivered to, or reaches, the Tender Offer Agent. Therefore,
Tendering Shareholders should be aware that if the Cancellation Notice is sent by mail,Tendering Shareholders may not cancel their tender unless the Cancellation Noticereaches the Tender Offer Agent by no later than 3 p.m. on the last day of the Tender
Offer Period
The Tender Offeror will not make any claim for damages or penalty payment against
Tendering Shareholders even if the Tendering Shareholders cancel their agreement.
Further, the cost of returning tendered Share Certificates, Etc. to the Tendering
Shareholders will be borne by the Tender Offeror. If cancellation is proposed, thetendered Share Certificates, Etc. will be returned promptly after the procedures for thatcancellation proposal are consummated in the manner set out in “(iv) Method of returnof Share Certificates, Etc.” in “(8) Method of settlement” above.

(v)

Method of disclosure if the conditions of the Tender Offer are changed
The Tender Offeror may change the conditions, etc. of the Tender Offer during theTender Offer Period unless such change is prohibited under Article 27-6, Paragraph 1 of
the Act or Article 13 of the Enforcement Order. If the Tender Offeror intends tochange any conditions, etc. of the Tender Offer, the Tender Offeror will give anelectronic public notice and publish a notice to that effect in The Nikkei. However, if
it is deemed difficult to give the notice by the last day of the Tender Offer Period, theTender Offeror will make a public announcement in the manner set out in Article 20 of
the Cabinet Ordinance and give a public notice immediately after the announcement.
If the conditions, etc. of the Tender Offer are changed, the Tender Offeror will alsopurchase the Share Certificates, Etc. tendered on or before the date of the public noticein accordance with the changed conditions, etc. of the Tender Offer.

(vi)

Method of disclosure if amendment statement is filed
If the Tender Offeror submits an amendment statement to the Director-General of the
Kanto Local Finance Bureau, the Tender Offeror will immediately make a publicannouncement of the content of that amendment statement that is relevant to the content
of the public notice of the commencement of the Tender Offer in the manner set out in
Article 20 of the Cabinet Ordinance. The Tender Offeror will also immediately amend
the explanatory statement of the Tender Offer and deliver the amended explanatory
statement to the Tendering Shareholders who have already received the previous
explanatory statement. However, if the amendments are limited in scope, the Tender37

Offeror may instead prepare and deliver to Tendering Shareholders a document stating
the reason for the amendments, the matters amended, and the details thereof.
(vii)

Method of disclosure of results of the Tender Offer
The results of the Tender Offer will be made public on the day following the last day of
the Tender Offer Period in the manner set out in Article 9-4 of the Enforcement Orderand Article 30-2 of the Cabinet Ordinance.

(viii)Other(i)

The distribution of the Tender Offer Registration Statement, Tender Offer
Explanatory Statement and other documentation related to the Tender Offer (the“Offer Documents”) may be restricted by law in certain jurisdictions. Any person
who receives any Offer Documents is required to make himself, herself or itself
aware of and comply with the relevant restrictions.

(ii)

The communication through the Offer Documents is not made by, and has not been
approved by, any person authorized for the purposes of Article 21 of the Financial
Services and Markets Act 2000. Accordingly, the Offer Documents are notdistributed to, and must not be circulated to the general public in the United
Kingdom. In the United Kingdom, the communication through the Offer
Documents is made to investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005) (the“FPO”), any persons who fall within Article 43 of the FPO, and any other persons
to whom the Offer Documents may lawfully be communicated in accordance with
the FPO.

(iii)

None of the Offer Documents has been submitted to the clearance procedure of theCommissione Nazionale per le Società e la Borsa (“CONSOB”) in accordance withthe laws and regulations of the Republic of Italy (“Italy”). The offer for theConvertible Bonds is made pursuant to an exemption under article 101-bis,paragraph 3-bis of the Legislative Decree of 24 February 1998 (the “Financial
Services Law”) and article 35-bis, paragraph 3 of CONSOB Regulation No. 11971
of 14 May 1999. (“Regulation 11971”). Accordingly, the offer for the Convertible
Bonds in Italy is made only to persons who are defined as qualified investors(investitori qualificati) (“Qualified Investors (investitori qualificati)”) under article
100 of the Financial Services Law and article 34-ter, paragraph 1, letter (b) ofRegulation 11971. Only holders of Convertible Bonds in Italy who are Qualified
Investors (investitori qualificati) may tender in this offer, and such tender must be
made through a person authorized under Italian law (for example, an investmentcompany, bank or financial intermediary company (“Italian Authorized Person”)
approved under the Financial Services Law, CONSOB Regulation No. 16190 of 29
October 2007 or the Legislative Decree of 1 September 1993 (in each case, as
amended)) and must be in accordance with any other laws and rules in Italy and any
regulations of CONSOB (or such other authority in Italy). Each person acting as
an intermediary in the Tender Offer is required to abide by the laws and regulations
relating to the disclosure of information to clients in Italy.

(iv)

The Tender Offer is not made, directly or indirectly, to any persons other thanqualified investors as defined in Article 10 of the law of June 16, 2006 relating to
public offering and admission to trading on regulated markets (as amended, the“Belgian Prospectus Law”), acting on their own account or persons registered as
qualified investors pursuant to the Royal Decree of September 26, 2006 which

38

extends the concept of qualified investors to the concept of institutional or
professional investors, acting on their own account in the Kingdom of Belgium(“Belgium”). As none of the Offer Documents has been submitted to or will be
submitted for approval by the Belgian Financial Services and Markets Authority(Autorité des services et marches financiers), the Tender Offer may not be made in
Belgium by way of a public offering, as defined in Articles 3 of the law of April 1,
2007 relating to tender offer (as amended or replaced). Accordingly, the Tender
Offer is made only to qualified investors as defined in Article 10 of the Belgian
Prospectus Law, acting on their own account and no other persons (“Non-eligible
Persons”), and Non-eligible Persons may not tender in the Tender Offer. The
Offer Documents are not and will not be distributed or made available, directly or
indirectly, to Non-eligible Persons. The Offer Documents are distributed only tothe qualified investors only for the purpose of the tender offer for the Convertible
Bonds, and any information contained in the Offer Documents may not be used forany other purpose or disclosed to any other person in Belgium.
(v)

The Tender Offer shall not be made, directly or indirectly, to the general public in
the French Republic (“France”). The Offer Documents have not been or may notin the future be distributed to the general public in France. Those who may
participate or engage in the transactions to which the Offer Documents relate arelimited only to (i) providers of investment services relating to portfolio
management for the account of third parties (personnes fournissant le service
d’investissement de gestion de portefeuille pour le compte de tiers) and/or (ii)qualified investors (investisseurs qualifiés) acting for their own accounts (except for
any individual), as defined in and in accordance with Articles L. 411-1, L. 411-2
and D. 411-1 through D. 411-3 of the Code of Monétaire et Financier. The Offer
Documents have not been and will not be submitted for approval or clearance to theAutorité des marchés financiers.

(vi)

In the jurisdictions where an offer for purchase or a solicitation of offer for sale ofany common shares, the Stock Acquisition Rights or the Convertible Bonds towhich the Offer Documents relate is not lawful, the Offer Documents shall notconstitute an offer or solicitation. In any of the above jurisdictions, thesubscription by a shareholder, a holder of the Stock Acquisition Rights or a holderof the Convertible Bonds.

(vii)

Upon subscription for the Tender Offer, each Tendering Shareholder (or, in the caseof Foreign Shareholders, Etc., their standing proxies) shall be deemed to have given
the following representations and warranties:a.

solicitation relating to the Tender Offer to the Tendering Shareholder is lawful
under all applicable securities laws and regulations, and the Tendering
Shareholder is in compliance with all applicable laws and regulations inconnection with the tender;b.

the Tendering Shareholder is neither located nor resides in the United Kingdom, or,if the Tendering Shareholder is located or resides in the United Kingdom, theTendering Shareholder is a person who falls under the definition of “investment
professional” as defined in Article 19(5) of the FPO, a person who falls under
Article 43 of the FPO or any other person to whom the delivery of the Offer
Documents is lawful under the FPO;c.

the Tendering Shareholder is neither located nor resides in Italy, or, if theTendering Shareholder is located or resides in Italy, the Tendering Shareholder is39

(a) an Italian Authorized Person (or tenders through an Italian Authorized Person)
who tenders in accordance with any other laws and rules in Italy and any
regulations of CONSOB (or such other authority in Italy) and (b) such Tendering
Shareholder has not received any solicitation to tender, is not the subject ofpublicity about the Tender Offer or promotion of the tender, has obtained the Offer
Documents independently through its own request and will not transfer the Offer
Documents or otherwise make them available;

(10)

d.

the Tendering Shareholder is neither located or resides in Belgium, or, if theTendering Shareholder is located or resides in Belgium, the Tendering
Shareholder is a “qualified investor” as defined in Article 10 of the Belgium
Prospectus Law, trading on its own account; ande.

the Tendering Shareholder is neither a resident nor a national of France, or, if it is,
it is (i) a provider of investment services relating to portfolio management for theaccount of third parties (personnes fournissant le service d’investissement degestion de portefeuille pour le compte de tiers) or (ii) a qualified investor(investisseurs qualifiés) acting for their own accounts (except for any individual),
as defined in and in accordance with Articles L. 411-1, L. 411-2 and D. 411-1
through D. 411-3 of the Code of Monétaire et Financier.

Date of public notice of Commencement of Tender Offer
December 12, 2013 (Thursday)(11)

Tender offer agent
Mizuho Securities Co., Ltd. 1-5-1, Otemachi, Chiyoda-ku, Tokyo

3.

Policy after the Tender Offer and future outlook
Please refer to the above parts “(5) Policy for organizational restructuring, etc. after the Tender
Offer (matters relating to so-called “Two-Step Acquisitions”)” and “(6) Possibility of and reasonsfor delisting” of “1. Purposes of tender offer.”

4.

Other
(1)
(i)

Agreements between the Offeror and the Target Company or its officers, and thecontents thereofEndorsement of the Tender Offer
According to the Press Release of the Target Company, upon taking into account the
Share Valuation Report obtained from BofA Merrill Lynch, the legal advice obtained
from TMI, the Response Letter submitted by the Third Party Committee and otherrelated materials, the board of directors of the Target Company carefully discussed anddeliberated upon the various terms and conditions of the Transaction. The Target
Company believes, in order to improve the Target Company’s corporate value in themedium to long term, it is necessary to take advantage of all of the management
resources held by the Target Company and to seize all business opportunities
appropriately, and while targeting as ever to grow continuously in the domestic
marketing research domain, the growth of which is slowing down, it is important torapidly (i) attempt to expand marketing research services by taking advantage of
M&As and alliances in regions such as Japan and North America; (ii) develop newservices such as self-type research in the marketing research domain; (iii) develop a40

new system to acquire various kinds of big data and analyze such data to proactively
enter the database business domain such as through purchasing data; (iv) develop newmarketing services utilizing smart devices; and (v) invest proactively from the initialstage of the launch of services to benefit from the advantages of being the first in themarket. However, the Target Company acknowledges that in order to grow in themedium to long term by implementing these management measures and tocontinuously improve the Target Company’s corporate value, it is necessary tocontinuously conduct daring and flexible business investment not only during theinitial stage of investment, and therefore the board of directors of the Target Company
reached the conclusion that the best option for the Target Company is to avoid forcing
the general shareholders to bear risks associated with such investment such asdeterioration of profits or cash flow caused due to a temporary increase in expenses byconducting the Tender Offer, delisting the Common Stock of the Target Company andmaking the Target Company a wholly-owned subsidiary of the Offeror, so that theCompany is able to avoid such risks by consistently implementing comprehensive
management policies without being affected by short-term performance fluctuations.
Given the above, the board of directors of the Target Company determined that theTender Offer Price, the purchase price per Stock Acquisition Right, the purchase priceper 10,000,000 yen in face value of the Convertible Bonds, and the other terms andconditions of the Tender Offer are appropriate for the shareholders, holders of the Stock
Acquisition Rights and holders of the Convertible Bonds of the Company, and that theTender Offer provides to the shareholders, holders of the Stock Acquisition Rights andholders of the Convertible Bonds of the Target Company an opportunity to sell theshares, the Stock Acquisition Rights and the Convertible Bonds at a price to which a
reasonable premium has been added, in consideration of: (i) (a) the Tender Offer Pricefalls within the range of the results of the valuation conducted by BofA Merrill Lynch
based on discounted cash flow DCF analysis and is also greater than the maximum ofeach result of valuation based on market price analysis and (b) the Tender Offer Price isconsidered reasonable since the Tender Offer Price includes a premium of 16.6 %(rounded to one decimal place) on 674 yen, which is the closing price of the shares ofcommon stock of the Company quoted on the Tokyo Stock Exchange on December 10,
2013, which is the business day immediately preceding the announcement date for theTender Offer, a premium of 25.2 % (rounded to one decimal place) on 628 yen, whichis the simple average closing price (rounded to the nearest whole yen) of the shares ofCommon Stock of the Target Company quoted for the last one-month period (fromNovember 11, 2013 to December 10, 2013), a premium of 28.0 % (rounded to one
decimal place) on 614 yen, which is the simple average closing price (rounded to thenearest whole yen) of the shares of Common Stock of the Target Company quoted forthe last three-month period (from September 11, 2013 to December 10, 2013), and a
premium of 29.3 % (rounded to one decimal place) on 608 yen, which is the simple
average closing price (rounded to the nearest whole yen) of the shares of common
stock of the Company quoted for the last six-month period (from June 11, 2013 to
December 10, 2013); (ii) the purchase price of the Stock Acquisition Rights is
calculated in accordance with the formula “(the Tender Offer Price less the exercise
price of the Stock Acquisition Rights per share of Common Stock of the Target
Company) multiplied by the number of shares of Common Stock underlying the Stock
Acquisition Rights” and the purchase price of the Convertible Bonds is calculated inaccordance with the formula “Tender Offer Price multiplied by the face value of theConvertible Bonds (10,000,000 yen) and divided by the effective conversion price(484.8 yen) as of the date hereof”; and (iii) all of the Tender Offer Price, the purchaseprice per each Stock Acquisition Right, and the purchase price per 10,000,000 yen inface value of the Convertible Bonds have been determined after the Target Company
took sufficient measures to avoid conflicts of interest. Therefore, the board of
directors of the Target Company adopted a unanimous resolution (excluding Mr.

41

Sugimoto, the representative director, chairman and president) at its meeting held on
December 11, 2013 to the effect that it expresses an opinion to endorse the Tender
Offer and that it recommends to the shareholders, holders of the Stock Acquisition
Rights and holders of the Convertible Bonds of the Target Company to tender theirshares, Stock Acquisition Rights and Convertible Bonds in the Tender Offer.
It is stated that Mr. Sugimoto, who is the representative director, chairman andpresident of the Company, as provided in the below part “(ii) Details of agreements
between the Offeror and officers of the Target Company”, in order to avoid any doubtthat there may be a conflict of interest, has not participated in any deliberation or
adoption of any of the relevant resolutions by the board of directors of the Target
Company, and has not participated in any discussion or negotiation with Bain Capitaland the Offeror from the Target Company’s standpoint, considering that Mr. Sugimoto
agreed with the Offeror in relation to the Tender Offer to, among other things, tender
all of the shares of Common Stock of the Target Company that he owns.
Furthermore, it is stated that at the above-mentioned board of directors meeting, allstatutory auditors of the Target Company participated, and all such statutory auditors
unanimously expressed their opinion that they have no objection to the board of
directors’ resolutions to the effect that it expresses its opinion to endorse the Tender
Offer and that it recommends to the shareholders, the holders of the Stock Acquisition
Rights and the holders of the Convertible Bonds of the Target Company to tender theirshares, Stock Acquisition Rights and Convertible Bonds in the Tender Offer.
(ii)

Details of agreements between the Offeror and officers of the Target Company
The Offeror has executed on December 11, 2013, a TOB acceptance agreement with
Mr. Sugimoto, a founder and the representative director, chairman and president of theTarget Company (the number of shares held: 2,265,000 shares; the ownership ratio:
3.58 %) and with Vanilla Sky, an asset management company of Mr. Sugimoto, forwhich Mr. Sugimoto serves as the representative director (the number of shares held:
4,906,000 shares; and the ownership ratio: 7.75 %), stipulating that Mr. Sugimoto andVanilla Sky shall tender all of the Common Stock of the Target Company that they own.
The TOB acceptance agreement does not stipulate any conditions precedent for thetendering of shares by Mr. Sugimoto or Vanilla Sky in the Tender Offer. According to
Mr. Sugimoto and Vanilla Sky, the Common Stock of the Target Company held by Mr.
Sugimoto (2,265,000 shares) is expected to be transferred to Vanilla Sky after the datehereof, and then tendered by Vanilla Sky in the Tender Offer. According to the Press
Release of the Target Company, it is expected that there will be a change in a major
shareholder of the Target Company due to such transfer.
The Offeror and Kabushiki Kaisha BCJ-11 have executed an executive service
agreement dated December 11, 2013 with Mr. Sugimoto regarding the appointment of
Mr. Sugimoto as a director of the Offeror after the Transaction and other matters, thedetails of which are described below:(i)the Offeror and Kabushiki Kaisha BCJ-11 mandate Mr. Sugimoto to assume
the office of director of the Offeror and perform his duties as of the Merger Effective
Date;
(ii)
in principle, Mr. Sugimoto will receive compensation during his term ofoffice as the director of the Offeror based on the amount of compensation paid by theTarget Company to Mr. Sugimoto as of the execution date of the executive service
agreement; and42

(iii)

Mr. Sugimoto will bear a non-competition obligation during his term of office and for acertain period after his retirement.

(2)

Other information deemed necessary for investors to judge whether to subscribe for theTender Offer
According to the “Notice on Revision of Dividend Forecast for Fiscal Year Ending
June 2014” published by the Target Company on December 11, 2013, the Target
Company decided at the board of directors meeting held on the same day to revise its
dividend forecast for the fiscal year ending June 2014 and not to declare an interim or
year-end dividend for the fiscal year ending June 2014, on the condition that the Tender
Offer is completed. Please refer to the notice for further details.
End

Restrictions on Solicitation
This press release is intended for the announcement of the Tender Offer to the general public andis not intended to solicit sales of shares. If any shareholder desires to sell his or her shares, theshareholder should review the Tender Offer explanatory statement and accept the Tender Offer in
his or her own discretion. This press release is not considered as an offer or solicitation of sales of
securities or as a solicitation of a purchase offer, and does not constitute any such part. Thispress release (or any part thereof) or the fact of its distribution does not provide a basis of any
kind of agreement pertaining to the Tender Offer, and it may not be relied upon when executing
any such agreement.
Forward Looking Statements
This press release may include certain forward-looking statements with expressions such as“anticipate,” “forecast,” “intend,” “plan,” “believe” and “assume,” including those related to the
future business of the Offeror and other corporations. Such forward-looking statements are
based on the views of the management of the Offeror on its business forecasts at this time, andactual results may differ from such descriptions depending on future circumstances. As for thepress release, the Offeror shall undertake no obligation to update any forward-looking statements
to reflect events or circumstance that may arise after this release.

43