March 29, 2017
To whom it may concern:
Name of company:

USEN CORPORATIONName of representative:

Kimimasa Tamura,President and Representative Director(Code Number: 4842, JASDAQ)

Name of contact person:

Shohei Mabuchi,
Vice President, Director, Executive Officer and Chief
Financial OfficerTel:+81-3-6823-7015

Announcement of the results of tender offer for share certificates of USEN Corporation by
Kabushiki Kaisha U-NEXT SPC1, and the changes to the parent company, otherassociated company, the largest shareholder of the principal shareholders and principal
shareholders
USEN Corporation (hereinafter the “Company”) hereby announces that the tender offer (the“Tender Offer”) for the common shares of the Company (the “Company’s Shares”) conductedby Kabushiki Kaisha U-NEXT SPC1 (the “Tender Offeror”) since February 14, 2017 has ended
on March 28, 2017.
The Company also announces that the Tender Offer will result in the changes to the parent
company, other associated company, the largest shareholder of the principal shareholders andprincipal shareholders of the Company as of April 4, 2017, which is the commencement date ofpayments for the Tender Offer as described below.
I.

Results of the Tender Offer

The Company received a report on March 28, 2017 from the Tender Offeror regarding theresults of the Tender Offer as described in “Announcement of the results of the tender offer by
our consolidated subsidiary (Kabushiki Kaisha U-NEXT SPC1) and the changes to theconsolidated subsidiary (second-tier subsidiary)”.

II.

Changes to the parent company, other associated company, the largest shareholder of theprincipal shareholders and principal shareholders

1.

Scheduled date of change

April 4, 2017 (the commencement date of payments for the Tender Offer)2.

Background to the changes

The Company received a report on March 28, 2017 from the Tender Offeror regarding theresults of the Tender Offer that 107,825,794 shares of the Company’s Shares were tendered, andas this exceeded the minimum number of share certificates, etc. scheduled to be tendered(65,934,200 shares) and the Tender Offer was implemented, the Tender Offeror will purchase allsuch Company’s Shares.

As a result, in the case where the payment for the Tender Offer ismade on April 4, 2017 (the commencement date of payments for the Tender Offer), as thevoting rights holding ratio of the Tender Offeror against the voting rights of allshareholders of

the Company will exceed 50% as of such date, the Tender Offeror will newly become theCompany’s parent company and the largest shareholder of the principal shareholders, andKabushiki Kaisha U-NEXT (“U-NEXT”), which holds 100% of the voting rights of the Tender
Offeror, will also newly become the Company’s parent company, as it will indirectly hold theCompany’s Shares through the Tender Offeror.

On the other hand, in line with this change,

Mr. Yasuhide Uno, who was the largest shareholder of the principal shareholders, will cease to
be the largest shareholder, although he will still hold the same number of the Company’s Shares(63,400,402 shares and shareholding ratio of 30.77%).
The Company also received a report from the Tender Offeror that HIKARI TSUSHIN, INC.
(“Hikari Tsushin”) (which is other associated company and a principal shareholder of theCompany) tendered a part of the Company’s Shares held by Hikari Tsushin (29,380,335 sharesand shareholding ratio of 14.26%) and all of the Company’s Shares held by Kabushiki Kaisha
Infoservice (which is a shareholder of the Company and a subsidiary of Hikari Tsushin)(4,146,300 shares and shareholding ratio of 2.01%) and Kabushiki Kaisha Broad Peak (which isa shareholder of the Company and a subsidiary of Hikari Tsushin) (224,100 shares andshareholding ratio of 0.11%) (total of 33,750,735 shares and shareholding ratio of 16.38% for
the three companies) in response to the Tender Offer, and that the Tender Offeror will acquire
all such Company’s Shares.

As a result, Hikari Tsushin will cease to be other associatedcompany and a principal shareholder of the Company.

Furthermore, the Company received a report from the Tender Offeror that GSTK2 Holdings
Godo Kaisha (which is a principal shareholder of the Company) tendered all of the Company’s
Shares held by GSTK2 Holdings Godo Kaisha (24,509,810 shares and shareholding ratio of
11.90%) in response to the Tender Offer, and that the Tender Offeror will acquire all such
Company’s Shares.

As a result, GSTK2 Holdings Godo Kaisha will cease to be a principal

shareholder of the Company.
3.

Outline of the shareholders to be changed(1)

Outline of the shareholder that will newly become the parent company and the largest
shareholder of the principal shareholders

(1)

Name

Kabushiki Kaisha U-NEXT SPC1

(2)

Address of head office35-2, Jingumae 3-chome, Shibuya-ku, Tokyo(3)

Name and title of representative

Yasuhide Uno,
Representative Director(4)

Details of its business

Pure holding company(5)

Stated capital

1,000,000 yen(6)

Date of incorporation

January 13, 2017

(7)

Major shareholders andKabushiki Kaisha U-NEXT: 100%

shareholding ratio(8)

Relationship with the Company
Capital relationship

Not applicable.

Personal relationship

As of today, Mr. Yasuhide Uno, who is the chairman
and director of the Company, concurrently serves as
the representative director of the Tender Offeror andthe president and representative director of U-NEXT,
which is the sole parent company of the Tender
Offeror.

Transactional relationship(2)

Not applicable.

Outline of the shareholder that will newly become the parent company

(1)

Name

Kabushiki Kaisha U-NEXT(2)

Address of head office35-2, Jingumae 3-chome, Shibuya-ku, Tokyo

(3)
(4)

Name and title ofYasuhide Uno,

representative

President and Representative Director

Details of its business

Content platform businessCommunication network business(5)

Stated capital

1,776,340,000 yen (as of the last day of December
2016)

(6)

Date of incorporation

February 3, 2009(7)

Consolidated net assets

3,816,564,000 yen (as of the last day of December
2016)

(8)

Consolidated total assets

17,797,851,000 yen (as of the last day of December
2016)

(9)

Major shareholders andKabushiki Kaisha UNO-HOLDINGS

shareholding ratio

64.1
1%Japan Trustee Services Bank, Ltd. (trust account)
6.36%
HIKARI TSUSHIN, INC.
5.98%
Hiroyuki Yoshioka
0.85%
U-NEXT Employees’ Shareholding Association
0.69%
The Master Trust Bank of Japan, Ltd. (trust account)
0.60%
Rikikazu Sugiyama
0.49%Japan Trustee Services Bank, Ltd. (trust account)
0.38%
CBHK-TAIWAN LIFE INSURANCE CO., LTD-1

0.37%Japan Trustee Services Bank (trust account)
0.35%(as of the last day of June 2016)(10) Relationship with theCompany
Capital relationship

Not applicable.

Personal relationship

As of today, Mr. Yasuhide Uno, who is the chairman
and director of the Company, concurrently serves as thepresident and representative director of U-NEXT.

Transactional relationship

There are transactions regarding the fixed internet line
(FTTH) with U-NEXT as the wholesale customer andthe Company as the re-wholesale customer (results ofwhich for the year-ended December 2016 was
774,000,000 yen) and with U-NEXT as the primaryagent and the Company as the secondary agent (resultsof which for the year-ended December 2016 was
289,000,000 yen) and other transactions (results ofwhich for the year-ended December 2016 was
240,000,000 yen).

(3)

Outline of the shareholder that will cease to be other associated company and a principal
shareholder

(1)

Name

HIKARI TSUSHIN, INC.

(2)

Address of head office

1-4-10 Nishi-Ikebukuro Toshima-ku, Tokyo(3)

Name and title ofTakeshi Tamamura,representative

President and Representative Director

Details of its business

Agent business regarding subscription connection of(4)

mobile phones and other business(5)

Stated capital

54,259,000,000 yen (as of the last day of December
2016)

(6)

Date of incorporation

February 5, 1988

(7)

Consolidated net assets

189,261,000,000 yen (as of the last day of December

2016)(8)

Consolidated total assets

448,547,000,000 yen (as of the last day of December
2016)

(9)

Major shareholders and

Hikari Power, Ltd.

shareholding ratio

42.10%
HIKARI TSUSHIN, INC.

2.63%

Yasumitsu Shigeta

2.51%

JP MORGAN CHASE BANK 385632 (standing proxy)
Mizuho Bank, Ltd.

2.47%

Takeshi Tamamura

2.39%

Tetsu, Ltd.
2.30%
Masa, Ltd.

2.30%

Mitsu, Ltd.

2.30%

Japan Trustee Services Bank, Ltd. (trust account) 1.83%
The Master Trust Bank of Japan, Ltd. (trust account)
1.40%(as of the last day of September 2016)(10) Relationship with theCompany
Capital relationshipThe relevant shareholder holds 37,409,460 shares of theCompany’s Shares (shareholding ratio of 18.16%).
Furthermore, Kabushiki Kaisha Infoservice, which is a
subsidiary of the relevant shareholder, holds 4,146,300
shares of the Company’s Shares (shareholding ratio of
2.01%), and Kabushiki Kaisha Broad Peak, which is a
subsidiary of the relevant shareholder, holds 224,100
shares of the Company’s Shares (shareholding ratio of
0.11%) (total of 41,779,860 shares and shareholding ratioof 20.28% for the three companies).

However, therelevant shareholder tendered a part of the Company’s
Shares it holds (29,380,335 shares and shareholding ratioof 14.26%), and Kabushiki Kaisha Infoservice andKabushiki Kaisha Broad Peak, both of which are
subsidiaries of the relevant shareholder, tendered all of

the Company’s Shares they hold, in response to theTender Offer.
Personal relationship

There is no personal relationship that needs to be statedbetween the Company and Hikari Tsushin.
As of today, the Company’s three employees concurrently
serve as the directors of USEN Business Design
Kabushiki Kaisha, a joint venture company between the
Company and Hikari Tsushin, and two employees from
Hikari Tsushin concurrently serve as the directors of
USEN Business Design Kabushiki Kaisha.

Transactional relationship

There is no direct transactional relationship between the
Company and Hikari Tsushin.
The Company and Hikari Tsushin incorporated USEN
Business Design Kabushiki Kaisha as a joint venturecompany in February 2015 and are conducting
telemarketing business through such joint venturecompany.

Furthermore, a comprehensive businessalliance agreement has been executed between the
Company, Hikari Tsushin, and EPARK, Inc., a subsidiaryof Hikari Tsushin, on February 13, 2017
(4)

Outline of the shareholder that will cease to be a principal shareholder

(1)

Name

GSTK2 Holdings Godo Kaisha(2)

Address of head office

46th Floor Roppongi Hills Mori Tower, 6-10-1
Roppongi, Minato-ku, Tokyo(3)

Name and title of representative

GS PIA HOLDINGS Godo Kaisha(Yuji Matsumoto, Managing officer)(4)

Details of its business

Acquisition and holding of securities
Investment in silent partnerships, etc. and management
and operation of properties of such silent partnership.

(5)
(5)
(1)

Stated capital

1,000,000 yen

Outline of the shareholder that will cease to be the largest shareholder
Name

Yasuhide Uno(2)Address

Minato-ku, Tokyo

4.

Number of voting rights and shares held by such shareholders, and the ratio of voting
rights held before and after the change(1)

Kabushiki Kaisha U-NEXT SPC1
Number of voting rights
Category(ratio of voting rights held, number of shares

Major shareholder

held)ranking

Directly held-changeParent company

changeTotal

1

BeforeAfter

Aggregate

and the largest
shareholder of theprincipal
shareholders(0.00%)

1-(0.00%)(100 shares)(100 shares)

1,078,258

1,078,258(52.33%)(107,825,894-

shares)(52.33%)(107,825,894

-

No. 1

shares)(Note1) The “ratio of voting rights held” is calculated by setting the denominator to the numberof voting rights (2,060,457 voting rights) in relation to the number of shares(206,045,787 shares) calculated by deducting the number of treasury shares that theCompany holds as of November 30, 2016 as set forth in the “Summary of First Quarterof Fiscal Year Ending August 2017 (Japan GAAP) (Consolidated)” that the Company
announced on January 11, 2017 (1,103,104 shares) from the Company’s total number ofissued shares as of November 30, 2016 as set forth in the “Report of First Quarter of the
53rd Fiscal Year” that the Company submitted on January 13, 2017 (207,148,891
shares) (the ratio is rounded to the second decimal place).

The same shall apply

hereafter.
(Note2)Major shareholder ranking is described in accordance with the register of shareholders
as of November 30, 2016. The same shall apply hereafter.

(2)Kabushiki Kaisha U-NEXT
Number of voting rights
Category(ratio of voting rights held, number of shares

Major shareholder

held)ranking

Directly held
BeforechangeAfterchange(3)--

Parent company-

Aggregate

Total

1

1

(0.00%)(0.00%)(100 shares)(100 shares)

1,078,258

1,078,258(52.33%)(52.33%)(107,825,894(107,825,894

shares)shares)--HIKARI TSUSHIN, INC.
Number of voting rights
Category(ratio of voting rights held, number of shares

Major shareholder

held)ranking

Directly held

Aggregate

Total

Other associated374,094

43,704

417,798

Beforecompany and the(18.16%)(2.12%)(20.28%)changeprincipal(37,409,460(4,370,400(41,779,860

shareholder

shares)shares)shares)80,29180,291
Afterchange-(3.90%)(8,029,125-(3.90%)(8,029,125

No. 3

shares)shares)(4)

No. 2

GSTK2 Holdings Godo Kaisha
Number of voting rights
Category(ratio of voting rights held, number of shares

Principal

held)shareholder ranking

Directly held

Aggregate

Total

245,098

245,098

BeforePrincipal(11.90%)changeshareholder(24,509,810-(11.90%)(24,509,810

shares)Afterchange

(5)

-

No. 3

shares)

-

-

-

-

Yasuhide Uno
Number of voting rights
Category(ratio of voting rights held, number of shares

Principal

held)shareholder ranking

Directly held

Aggregate

Total

Largest634,004

Beforeshareholder of the(30.77%)changeprincipal(63,400,402

shareholders

shares)shares)634,004

634,004

After

Principal(30.77%)changeshareholder(63,400,402
shares)634,004--(30.77%)(63,400,402(30.77%)(63,400,402

No. 1

No. 2

shares)(Note) Mr. Yasuhide Uno holds 99,783 shares of the Company’s Shares, which is equivalent tothe shares held through the Company’s Directors’ Shareholding Association; however,such 99,783 shares are not included in the above calculation regarding the number ofvoting rights.
5.

Future outlook

As stated above, as the Tender Offeror failed to acquire all of the Company’s Shares (excluding
treasury shares owned by the Company) through the Tender Offer, the Tender Offeror plans toacquire all of the Company’s Shares (excluding the Company’s treasury shares) in accordancewith a series of procedures provided in “3. (6) Policy for organizational restructuring, etc. after
the Tender Offer (matters relating to so-called “Two-Step Acquisitions”)” of the “Position
statement and recommendation to tender in response to the tender offer for share certificates ofUSEN Corporation by Kabushiki Kaisha U-NEXT SPC1 and announcement of execution of thebasic agreement for consolidation with U-NEXT Co., Ltd.,” dated February 13, 2017 (including
the changes thereto as of March 10, 2017).
As a result, the Company’s Shares will be delisted through prescribed procedures in accordancewith the stock delisting criteria set forth by JASDAQ (standard) market of Tokyo Stock
Exchange, Inc. (“JASDAQ”).

After delisting, the Company’s Shares will not be tradeable on

JASDAQ.
Furthermore, U-NEXT plans to consolidate the managements with the Company through aseries of reorganizations.

For details, please see “3. (2) ② (i) (C) Structure of Consolidation”

of the “Position statement and recommendation to tender in response to the tender offer for
share certificates of USEN Corporation by Kabushiki Kaisha U-NEXT SPC1 andannouncement of execution of the basic agreement for consolidation with U-NEXT Co., Ltd.,”
dated February 13, 2017 (including the changes thereto as of March 10, 2017).
Concrete procedures, timing of implementation and the like will be announced promptly after
they are decided upon discussion with the Tender Offeror.
End