March 25, 2010
Company name: AEON DELIGHT CO., LTD.
Representative: Yuiken Tsutsumi, President
Stock code: 9787, listed on the Tokyo Stock Exchange and Osaka Securities Exchange (First Section)
Contact: Masatoshi Sashie, General Manager, Delight Communication Dept.
Tel: +81-6-6260-5632
Company name: CERTO Corporation
Representative: Naoto Haga, President
Stock code: 3354, listed on JASDAQ
Contact: Yutaka Shibayama, Director and General Manager, Finance and Accounting Dept.
Tel: +81-43-351-2511

AEON DELIGHT and CERTO Sign Merger Agreement
AEON DELIGHT CO., LTD. (“AEON DELIGHT”) and CERTO Corporation (“CERTO”) hereby announce thatthey have entered into a merger agreement in which AEON DELIGHT is the surviving entity (the “Merger”),
following the adoption of the resolutions at the Board of Directors meetings held today by both AEON DELIGHT
and CERTO.
The Merger will become effective on September 1, 2010 after AEON DELIGHT and CERTO have obtained
approval at the ordinary general meetings of shareholders that are scheduled for late May and mid-May 2010,
respectively. Prior to the effective date of merger (scheduled for September 1, 2010), CERTO’s commonshares will be delisted from the Jasdaq Securities Exchange, Inc. (“JASDAQ”)* on August 27, 2010 (date of
final trading: August 26, 2010).
* JASDAQ will merge with Osaka Securities Exchange Co., Ltd. (OSE) on April 1, 2010. Once this merger
becomes effective, CERTO’s common shares will be listed on the Osaka Security Exchange (OSE)JASDAQ market from that date until the date of delisting (August 27, 2010).
1. Purpose of the Merger
AEON DELIGHT takes up the mission to meet the growing social demands for greater safety and comfort asa leading company in the building maintenance industry, with respect to the Management Principle of “pursuing
the creation of ‘environmental value’ for its customers.” AEON DELIGHT offers its services to buildings for awide range of purposes including large scale commercial complexes.
CERTO takes up the mission “to deliver ‘certon’ and reliable qualities eternally” in order to meet thecustomers’ demands in changing societies. CERTO provides office supplies and packaging materials tobusinesses and offers vending machine operation services.
The two companies have agreed to integrate their management resources in order to create Japan’s first
integrated facility management service (FMS) business while furthering the AEON Group “DNA” which isembodied in the “customer focused to the first degree” principle.
Under the framework of the integrated FMS, the new company will serve as an outsourcer of all the “noncore operations” of its customers who are businesses and organizations of all kinds around the world, in orderto helpt the customers focus their resources on businesses that assume greater strategic importance andenhance their competitiveness.
A pioneer in the integrated FMS business, the new AEON DELIGHT aims to achieve a scale and profitability
equivalent to that of global competitors by tapping into a greater number of marketing opportunities createdthrough the merger synergies, all-in-one services made possible by the group’s extensive network, and highproductivity backed by knowledge in service science.
Prior to the effective date of the Merger (scheduled for September 1, 2010), CERTO’s common shares will be- 1 -delisted from the JASDAQ market on August 27, 2010 (date of final trading: August 26, 2010). CERTO has
decided that, in order to achieve the two companies’ common goal of creating an integrated FMS business, itwould be best to retain AEON DELIGHT as the surviving entity after the Merger.
2. Outline of the Merger(1) Schedule of the Merger
Board of Directors meeting to approve the Merger(AEON DELIGHT and
CERTO)

Execution of the Merger agreement

March 25, 2010
March 25, 2010

Ordinary general meeting of shareholders(CERTO)

Mid-May, 2010

Ordinary general meeting of shareholders(AEON DELIGHT)

Late May, 2010

Date of final trading(CERTO)

August 26, 2010

Date of delisting(CERTO)

August 27, 2010

Date of the Merger (Effective date of the Merger)

September 1, 2010

* All dates above that fall in or after mid-May 2010 are subject to change.
(2) Structure of the Merger
The Merger will be effected by the merger of CERTO with and into AEON DELIGHT, with AEON
DELIGHT as the surviving entity.
(3) Share allocation in accordance with the Merger
AEON DELIGHT (surviving entity)

CERTO (entity ceasing to exist)

1

1.30

Merger ratio
Number of new AEON
DELIGHT shares to beissued upon the Merger(scheduled)

Common shares: 12,771,432(AEON DELIGHT will not use its treasury shares for stock allocation in accordancewith the Merger.)

Note 1: AEON DELIGHT will issue 1.30 shares of its common stock in exchange for every CERTO common share,
provided, however, that no new shares will be allocated to the 75,000 shares of CERTO’s common stock
held by AEON DELIGHT and the 821 treasury shares of CERTO. The above merger ratio may be alteredshould material changes occur to the basis of calculation, after due consultation between AEON DELIGHT
and CERTO.

Note 2: The number of new shares to be issued by AEON DELIGHT may be increased, when the right of share
warrants issued by CERTO is exercised.

Note 3: Treatment of shares less than one unit
Shareholders who will hold shares that are less than one unit (less than 100 shares) of AEON DELIGHT
because of the Merger may not sell such shares on securities exchanges; however, such shareholders
are entitled to take advantage of the stock purchase plan for AEON DELIGHT shares that are less than
one unit.
Stock purchase plan (sale of less than 100 shares)
Pursuant to the provision in Paragraph 1, Article 192 of the Companies Act, this plan allows holders of
AEON DELIGHT shares that are less than one unit to demand that AEON DELIGHT purchase suchshares.

- 2 -Note 4: Handling of fractions that are less than one share
If the number of AEON DELIGHT shares that shall be delivered to holders of CERTO common sharesshould include a fraction of less than one share, AEON DELIGHT will deliver money in accordance withsuch fractions to its shareholders pursuant to the provisions of Article 234 of the Companies Act and otherrelated laws and regulations.

(4) Treatment of share warrants and bonds with share warrants associated with the Merger
CERTO will acquire for value of any share warrants issued, of which the right are not be exercised by
July 31, 2010, and amortize them.
3. Basis and Process of Calculation of Merger Ratio(1) Calculation basis and backgroundTo ensure that the merger ratio for the Merger would be both fair and appropriate, AEON DELIGHT
and CERTO appointed Nomura Securities Co., Ltd. (“Nomura Securities”) and Nikko Cordial Securities
Inc. (Nikko Cordial Securities”), respectively, to serve as third party calculation agents and evaluate themerger ratio.
Prior to the Board of Directors meeting to approve the Merger, AEON DELIGHT obtained a report from
Nomura Securities containing the following evaluation results.
As the shares of each company had market share prices, Nomura Securities used Market Share Price
Analysis to calculate the value of shares for both AEON DELIGHT and CERTO. Considering thenecessity of conducting analysis from various angles, Nomura Securities also used Comparable Trading
Multiples Analysis for the calculation, as both AEON DELIGH and CERTO have more than one listedcompetitor engaging in similar businesses. They also used Discounted Cash Flow (DCF) Analysis toreflect accurately the future conditions of business for both AEON DELIGHT and CERTO in theevaluation. Below are the results of the calculations for each analysis method. The following valuation
ranges of the merger ratio are that of CERTO common shares for one AEON DELIGHT common share.
Below are the results of the calculations using each analysis method to determine the number of
AEON DELIGHT common shares to be allocated to one CERTO common share.
Analysis method

Merger ratio valuation range

Market Share Price Analysis

1.12–1.19

Comparable Trading Multiples Analysis

1.42–1.75

DCF Analysis

1.36–1.44

In applying Market Share Price Analysis, share prices for the calculation reference date (March 19,2010) and the average closing prices for the five-working-day period, one-month period, three-month
period, and six-month period from that date were used.
When calculating the merger ratio, Nomura Securities used all information provided by AEON
DELIGHT and CERTO and all public information as it was, on the assumption that such information was
accurate and complete, and so it has not verified its accuracy and completeness. Nomura Securities has
not made independent appraisal or verification of any asset or liability (including contingent liabilities),
including analysis and appraisal of individual assets and liabilities, of AEON DELIGHT, CERTO, or theiraffiliated companies, nor has it made any request to third party agents to conduct such appraisal orverification. Nomura Securities assumed that the management of both AEON DELIGHT and CERTO
had rationally prepared their financial forecasts based on the best forecasts and judgment available at- 3 -the time.
Prior to the Board of Directors meeting to approve the Merger, CERTO obtained a report from Nikko
Cordial Securities containing the following evaluation results.
Considering the necessity of conducting analysis of the value of shares of both AEON DELIGHT and
CERTO from various angles, Nikko Cordial Securities used Market Share Price Analysis, Comparable
Trading Multiples Analysis, and DCF Analysis to assess the value of their shares, based on which themerger ratio was calculated. Below are the results of the calculations by Nikko Cordial Securities.
Below are the results of the calculations by each analysis method to determine the number of AEON
DELIGHT common shares to be allocated to one CERTO common share.
Analysis method

Merger ratio valuation range

Market Share Price Analysis

1.14–1.20

Comparable Trading Multiples Analysis

1.02–1.48

DCF Analysis

1.27–1.73

In applying Market Share Price Analysis, share prices for the calculation reference date (March 19,2010) and the average closing prices for the one-month period and three-month period from that datewere used.
When calculating the merger ratio, Nikko Cordial Securities used all information provided by AEON
DELIGHT and CERTO and all public information as it was, on the assumption that such information was
accurate and complete, and so it has not verified its accuracy and completeness. Nikko Cordial
Securities has not made independent appraisal or verification of any asset or liability (including
contingent liabilities), including analysis and appraisal of individual assets and liabilities, of AEON
DELIGHT, CERTO, or their affiliated companies, nor has it made any request to third party agents to
conduct such appraisal or verification. Nikko Cordial Securities assumed that the management of both
AEON DELIGHT and CERTO had rationally prepared their financial forecasts based on the best
forecasts and judgment available at the time.
After careful examination based on the results of analysis by third party calculation agents and careful
discussions and negotiations that included financial positions, earnings trends, share price trends, andother factors, both AEON DELIGHT and CERTO agreed upon and approved the merger ratio for the
Merger at their respective Board of Directors meetings held on March 25, 2010, and subsequently
signed the merger agreement on the same day.
The merger ratio may be altered should material changes occur to the basis of calculation, after due
consultation between AEON DELIGHT and CERTO.
(2) Relationship with calculation agents
Neither Nomura Securities nor Nikko Cordial Securities are related parties of AEON DELIGHT or
CERTO, nor do they have any material interests that should be stated concerning the Merger.
(3) Prospects and reasons for delisting
Along with the Merger, CERTO common shares will be delisted on August 27, 2010 (date of final trading:August 26, 2010) following the prescribed procedures in accordance with the criteria for delisting stipulated
by JASDAQ. Meanwhile, since common shares of AEON DELIGHT, the surviving entity, will remain listedon the first sections of Tokyo Stock Exchange Group, Inc. (TSE) and OSE, holders of AEON DELIGHT
common shares whose number is larger than AEON DELIGHT’s share unit may continue to trade their- 4 -shares on TSE and OSE, although some of the persons who hold not less than 77 shares of CERTO after
the Merger and to whom not less than 100 AEON DELIGHT shares (AEON DELIGHT’s share unit) will beallocated as a result of the Merger may, depending upon the number of shares they own, be allottedshares that are less than one unit. We thus believe that the liquidity of AEON DELIGHT common shares
will be maintained.
Persons who hold less than 77 shares of CERTO and will hold AEON DELIGHT shares that are lessthan one unit (below 100) as a result of the Merger may not sell such shares on stock exchanges, but may
be entitled to take advantage of the stock purchase plan for AEON DELIGHT shares that are less than one unit.
Please see Note 4 of Section 2. (3) above for details on the handling of fractions that are less than one
share.

Shareholders of CERTO shares may trade any CERTO shares that they own on JASDAQ as they havein the past up until August 26, 2010 (scheduled date of final trading), and may exercise their rights that areprovided for in the Companies Act and other related laws and regulations.
(4) Measures securing fairness of the Merger
To ensure the fairness and reasonableness of the merger ratio for the Merger, AEON DELIGHT hasrequested a third party appraiser (Nomura Securities) to calculate a merger ratio. AEON DELIGHT
negotiated and discussed with CERTO based on such calculation results, and approved at its Board of
Directors meeting held today that it would execute the Merger according to the agreed merger ratio as
stated in Section 2. (3) above.
To ensure the fairness and reasonableness of the merger ratio for the Merger, CERTO has requested athird party appraiser (Nikko Cordial Securities) to calculate a merger ratio. CERTO negotiated anddiscussed with AEON DELIGHT based on such calculation results, and approved at its Board of Directors
meeting held today that it would execute the Merger according to the agreed merger ratio as stated in
Section 2. (3) above.
Neither AEON DELIGHT nor CERTO have obtained any opinion from either third party appraiser thatindicates that the merger ratio is reasonable from a financial standpoint (fairness opinion).
(5) Measures avoiding conflict of interest
Mr. Yutaka Furutani, who is concurrently Director of AEON DELIGHT and CERTO, did not participate in
the deliberations or resolutions of the Board of Directors of either AEON DELIGHT or CERTO regarding
the Merger, in order to avoid any conflicts of interest.
AEON CO., LTD. (“AEON”) holds 57.53% of the total number of AEON DELIGHT shares outstanding,including those held via its wholly-owned subsidiary MYCAL Corporation, and AEON owns 66.38% of thetotal number of CERTO shares outstanding. In order to avoid conflicts of interest among AEON, AEON
DELIGHT, and CERTO, legal advice has been sought from various law firms that have no interest in the
Merger, with the Board of Directors of AEON DELIGHT receiving advice from Torikai Law Office and theBoard of Directors of CERTO receiving advice from Yodoyabashi & Yamagami LPC, regarding various
procedures concerning the Merger, including the methodologies, processes, etc. of decision-making by the
Board of Directors.

- 5 -4. Outline of Parties to the Merger(1)

Corporate Name

(2)

Headquarters
Title and Name of(3)

Representative

Surviving Entity(as of November 30, 2009)
AEON DELIGHT CO., LTD.

Entity Ceasing to Exist(as of November 20, 2009)
CERTO Corporation

2-3-2 Minami-semba,

2-6 Nakase,Chuo-ku, Osaka City

Mihama-ku, Chiba City

Yuiken Tsutsumi, President

Naoto Haga, President

Comprehensive

Back office support services(4)

Principal Business(5)

Capital3,238 million yen

1,222 million yen(6)Date of Incorporation

November 16, 1972

August 27, 1992

41,400,000 shares

9,900,000 shares

Total

(7)

Numberbuilding maintenance servicesof

Outstanding Shares(8)

Account Settlement

Last day of February

February 20(9)Number of Employees

6,387 (consolidated)

190 (non-consolidated)

AEON Retail Co., Ltd.,AEON Retail Co., Ltd.

MYCAL Corporation,

MYCAL Corporation,

AEON Mall Co., Ltd.,AEON Mall Co., Ltd.

The Daiei, Inc.,The Daiei, Inc.,

LaLaport Management Co., Ltd.,

Japan Beverage Inc.,

Osaka City Development

Toppan Printing CO., LTD.,

Corporation Co., Ltd.

Interpack Co., Ltd.

Mizuho Corporate Bank, Ltd.

Mizuho Corporate Bank, Ltd.

MYCAL Corporation

AEON CO., LTD.

(10)

Major Customers(11)

Main Banks

56.18%
Japan Trustee Services Bank, Ltd.
5.17%

Major

(12)

Shareholders

and Ownership Ratios(13)

State Street Bank & Trust Company(standing proxy: Settlement &Clearing Services Division,
Mizuho Corporate Bank, Ltd.)
5.10％
Trust & Custody Services Bank, Ltd.
1.92%
AEON DELIGHT Employee Stock
Ownership Association
1.42%(as of August 31, 2009)66.38%MINISTOP CO., LTD.
2.27%
Japan Trustee Services Bank, Ld.
2.04%
The Master Trust Bank of Japan, Ltd.
(trust account)
1.86%
AEON CREDIT SERVICE CO., LTD.
1.52%
(as of August 20, 2009)

Relationships between Parties
Capital Relationship
Personnel Relationship

Business Relationship
Relationship between
Affiliated Parties（14）

As of February 28, 2010, AEON DELIGHT holds 0.76% (75,000 shares) of
the total outstanding shares of CERTO.
One of the directors of AEON DELIGHT is concurrently director of CERTO.
AEON DELIGHT purchases and leases goods for its business from
CERTO.
AEON is a major shareholder of AEON DELIGHT and CERTO and, assuch, is an affiliated party. AEON holds 100% of the shares of MYCAL
Corporation, a major shareholder of AEON DELIGHT.

Business Performance and Financial Positions for the Last Three Years

Fiscal Year Ending

AEON DELIGHT (consolidated)Feb. 2007

Feb. 2008- 6 -Feb. 2009

CERTO (non-consolidated)Feb. 2007

Feb. 2008

Feb. 2009

Net Assets

19,16922,48828,07912,277

13,701

14,977

Total Assets

48,08447,41849,035

26,63829,23629,144

Net Assets per Share (yen)966.41566.87669.281,860.32

1,384.11

1,512.20

Net Sales

111,170

137,519

145,690

57,372

66,66470,745

Operating Income

5,576

8,330

9,946

2,935

3,577

3,603

Ordinary Income

5,485

8,186

9,812

2,980

3,670

3,715

Net Income

2,998

4,379

4,876

1,735

2,159

2,171

Net Income per Share (yen)151.17110.39122.92262.90218.13219.33

Dividend per Share (yen)

30.00

25.00

22.00

79.00

67.00

69.00

(Yen in millions, unless stated otherwise)* AEON DELIGHT effectuated the share split on December 1, 2007 at a ratio of 2 shares per share, and
CERTO effectuated the share split on February 21, 2007 at a ratio of 1.5 shares per share.
5. Status after Merger
Surviving Entity(1)

Corporate NameAEON DELIGHT CO., LTD.

(2)

Headquarters

2-3-2 Minami-semba, Chuo-ku, Osaka City

(3)

Title and Name ofRepresentative

Yuiken Tsutsumi, President(4)

Principal Business

Integrated facility management services(5)

Capital3,238 million yen(6)

Account Settlement

Last day of February(7)

Net Assets

Not yet fixed(8)

Total Assets

Not yet fixed

6. Outline of Accounting Treatment
The Merger will be treated as an incorporation transaction under common authority under the AccountingStandard for Business Combinations. As such, the accounting statement shall be made under the provisionsof Item 247 of the “Guidance on Accounting Standard for Business Combinations and Accounting Standard
for Business Divestitures.” Thus, there will be no “goodwill” incurred.
7. Financial Outlook after the Merger.
It is expected that the Merger will improve profitability and reduce costs by accelerating mutual expansionof each respective business model and unifying corporate functions. The amount of impact on earnings andoutlook after the Merger will be announced once such has become clear.
End

- 7 -

(Reference)
AEON DELIGHT’s forecasts for consolidated earnings for FY02/2010 (announced on April 6, 2009) andconsolidated results for FY02/2009 (yen in millions)
Net Sales

Operating Income

Ordinary Income

Net Income

Forecasts of FY02/ 2010

150,000

10,100

9,900

5,200

Results of FY02/2009

145,690

9,946

9,812

4,876

(*) AEON DELIGHT’s financial results for the year ended February 28, 2010 will be announced on April 14,
2010.
CERTO’s forecasts for earnings for FY02/2010 (announced on April 6, 2009) and results for FY02/2009 (yen in
millions)
Net Sales

Operating Income

Ordinary Income

Net Income

Forecastsof FY02/2010

72,500

3,700

3,720

2,200

Results of FY02/2009

70,745

3,603

3,715

2,171

(*) CERTO’s financial results for the year ended February 20, 2010 will be announced on April 6, 2010.

- 8 -