November 10, 2009

Company Name:

IT Holdings Corporation(Code No.: 3626, First Section of the Tokyo Stock Exchange)
Representative:

Susumu Okamoto
Representative Director / President

Contact:

Iwao Sakuma
General Manager Group Public Relations
Department(Tel: 03-6738-7557)

NOTICE OF COMMENCEMENT OF TENDER OFFER FOR
SHARES OF SORUN CORPORATION
IT Holdings Corporation (hereinafter the “Company”) hereby announces that the Board of Directors of theCompany passed a resolution to acquire shares of SORUN Corporation (Code No.: 9750, First Section of theTokyo Stock Exchange; hereinafter the “Target”) through a tender offer (hereinafter the “Tender Offer”) at its
Board of Directors’ meeting held on November 10, 2009.

1.

Purpose of the Tender Offer(1)

Summary of the Tender Offer

The Company will conduct the Tender Offer to acquire all issued shares of the Target, except thetreasury shares owned by the Target, for the purpose of making the Target into a wholly-owned
subsidiary and for management integration with the Target.

There is no maximum number of shares to be purchased for the Tender Offer. However, theCompany has set the minimum number of shares to be purchased, which is 14,992,565 shares(comprising 51% of all issued shares). If the number of tendered shares does not reach theminimum number, no shares will be purchased. This means that if the Company’s shareholding in
the Target after the Tender Offer does not reach 51%, the Company will not purchase any of theshares.

The Target passed a resolution agreeing to the Tender Offer and recommending the acceptance of
the Tender Offer to its shareholders at its Board of Directors’ meeting held on November 10, 2009.

(2)

Purpose and Background of the Tender Offer and Management Policies after the Tender Offer

1The Company was established in April 2008 as a joint holding company through a joint sharetransfer for the purpose of integrating the management of TIS Inc. (hereinafter “TIS”) and INTEC
Holdings, Ltd. (hereinafter “INTEC HD”). The Company is a corporate group consisting of
independent prime contractors in the information service industry, which has an important role inthe social infrastructure, including TIS and INTEC, Inc. (hereinafter “INTEC”). These companies
employ a federalized intra-group system, developing characteristics of each company while
maintaining the uniformity of the overall group. These companies endeavor to improve their
management efficiency and operation scales, view the maximization of corporate values as afundamental management policy and offer comprehensive information services including
outsourcing, software development, and solution provision.

Starting since the merger in April 1997 between MKC Co., Ltd. and STAT Corporation, both ofwhich businesses were focused on software development, the Target has been reinforcing its
technological strength and customer bases, and expanding its products and its businesses throughstrategic utilization of mergers and acquisitions, including integration with software development
companies such as Nippon Timeshare Co., Ltd. and LTCB Systems Co., Ltd. Today, the Target has
14 domestic and overseas subsidiaries and comprehensively offers highly flexible solutions that are
centered on software development and utilize characteristics of independent corporations,
including information processing services, system related services and system equipment sales, to awide range of customers from major corporations to medium size corporations, which consist
mainly of financial and manufacturing businesses.

The information service industry is on the verge of a major change. While the whole market isunlikely to show further significant growth in the future,, customers’ interests in system
investments are shifting from maintenance of information systems (owning their own systems:
system integration) to efficient use and operation of information communication systems throughthe use of outsourcing and XaaS (see Note below), as encompassed by the expression “crowd
computing.” Each company in the information service industry will be challenged to respondquickly to such change by adjusting its technology bases and investing in infrastructure. The
Company believes that, through this paradigm shift, in the medium term, the distinction between
companies that are able to handle the changes and companies that are unable to handle suchchanges will become apparent, and the structure within the industry will change substantially.
Furthermore, in the short term, the market is still in a tough condition because of decreased demand,due to the economic downturn that has been continuing since the last half of 2008 and further pricedeclines due to competition with overseas companies.

Under such circumstances, the Company aims to secure a solid position in the information service
industry as a leading company. In April 2009, the Company embarked on the “IT Evolution 2011,”
its first medium term management plan. The Company is focusing on expansion and reinforcementof the existing businesses, deployment of overseas businesses, promotion of new businesses,
2

streamlining of operations and costs reduction as its primary strategies. This Tender Offer isconsistent with the medium term management plan.

The Company believes that, as independent system integrators, the Company and the Target will beable to gain a competitive edge by providing high value added services from customers’
perspective. The Company has been considering the possibility of management integration withother companies because, under uncertain business environments, alignment of independent system
integrators will be beneficial in diversifying risks and stabilizing performance through mutual
setoff effects in the short term, and, such alignment will strengthen the corporate powers andmaximize the corporate value in the medium term. In considering such options, the Company had
an opportunity to work on the same system development project with the Target, and realized andcame to highly value the Target as a potential business partner through such opportunity. After
discussions between them, the Company and the Target came to the conclusion that the
management integration between the Company and the Target, based on the compatible corporate
cultures that stem from a commonality of business strategies, is expected to provide mutual setoff
effects and diversification of risks in the early phase and, in the medium term, is expected toprovide opportunities to generate synergies through technologies and know-how of both companies,
and thus the management integration will benefit the companies through the realization of
economies of scale and increased corporate value of both companies. Based on the above process
and for such purpose, the Company and the Target decided to integrate management under the
principle of equality by making the Target into a wholly owned subsidiary of the Company throughthe Tender Offer. The Company and the Target executed a basic agreement on management
integration on November 10, 2009 (hereinafter the “Basic Agreement”). Please refer to “(1)Existence and Content of Agreements between the Company and the Target or the Company and
Officers of the Target” of “4. Miscellaneous” for the summary of the Basic Agreement.

As a result of measures that have been implemented since its establishment, the Company has
begun to benefit from management integration with TIS and INTEC HD, the benefit of which
includes receiving orders for joint projects and the reducing of costs through efficient use ofcommon functions. If the Company successfully integrates its management with the Target, theCompany, as a prime contractor, expects to expand its domestic and overseas profit bases, and toattain improvement of technologies and know-how, as well as productivity and reducing of cost.

As to the profit bases, cross-selling to financial businesses, including credit card, banking,securities and insurance businesses, which are the strong customer bases of both the Company and
the Target, will become possible because the Company expects to gain a competitive edge throughthe expansion of customer coverage and business scope. Similarly, the Company will become able
to provide a wide variety of solution services to manufacturing businesses, and thus the Company
will be able to explore further demands from existing customers and expand profit bases. Throughthe diversified customer bases, the Company will be able to reinforce a stable profit structure that3

is less likely to be affected by IT investment trends that are specific to particular businesses, and tobetter handle changes in the business climate.

As to overseas deployment such as projects including other Asian countries, the Company will beable to reinforce its ability to provide services by consolidating resources of the Company and theTarget. Such reinforcement will contribute to the improvement of its customer acquisition capacity.

INTEC and UFIT Co., Ltd., the business companies under our corporate group, have businessbases in Toyama Prefecture and Aichi Prefecture, respectively, while Nagano Prefecture is one ofthe places of origin of the Target. Therefore, after the management integration, the Tokai Shinetsu
Hokuriku region is expected to be further solidified as the Company’s business base.

As to improvement of technologies and know-how, the Company will be able to handle moreadvanced projects by acquiring engineers who are able to handle establishment and operation oflarge scale systems mainly for financial industry. Further, the Company and the Target will share
the knowledge on production control technologies, project risk management, etc, that have beendeveloped by both the Company and the Target to establish better project management.

The Company believes that offshore resources and measures to efficiently operate its local
subsidiaries will improve the productivity. The Company expects to deploy and streamline
high-value added businesses by effectively utilizing the Company’s data centers in Japan bycollaborating with the Target.

In addition, further reduction of costs is expected through the sharing of services for back office
functions that the Company and the Target have been promoting, in addition to effective use ofinternal resources described above.

In order to realize the effects of the management integration between the Company and the Target
as soon as possible, the Company will submit a director appointment proposal naming Mr. Junji
Kitagawa, the chairman and representative director of the Target (hereinafter “Mr. Kitagawa”) andMr. Masaki Chitose, the president and representative director of the Target (hereinafter “Mr.
Chitose”) as candidates for its directors at the first general meeting of shareholders to be held after
the completion of the management integration. In addition, the Target will submit a director
appointment proposal naming two or more persons, designated by the Company, as candidates for
its directors at the Target’s first general meeting of shareholders to be held after the completion of
the management integration. Between the Company and the Target, the Target will maintain theexisting management except for the directors designated by the Company above.

After the completion of the management integration with the Target, the Company desires toproceed with exploitation and development of businesses that are expected to proactively generate
4synergies under the basic management policies described above. The Company desires to announce
a new plan incorporating effects of the management integration with the Target as soon as possible
after the completion of the management integration.

Note: XaaS is a collective term for Saas (Software as a Service), PaaS (Platform as a Service), IaaS
(Infrastructure as a Service), and HaaS (Hardware as a Service) and means services that provide
various IT resources on an on-demand basis.

(3)

Expected Delisting and Its Reason

As of now, the shares of the Target are listed on the Tokyo Stock Exchange, Inc. (hereinafter the“TSE”). Because there is no maximum number of shares to be purchased in this Tender Offer, theshares of the Target may be delisted from the TSE after the completion of the Tender Offer inaccordance with the delisting standards and the prescribed procedures of the TSE, depending on the
result of the Tender Offer. Even if the result of the Tender Offer does not meet the delisting
standards, the Company plans to acquire all issued shares of the Target through a share exchange,
having the Company as the wholly owning company and the Target as the wholly owned company(hereinafter the “Share Exchange”), after the completion of the Tender Offer. Therefore, the sharesof the Target will be delisted in accordance with the delisting standards and the prescribed
procedures. After the delisting, the shares of the Target will no longer be traded on the TSE.

(4)

Items on Material Agreements between the Company and Shareholders of the Target that Relate to
Acceptance of the Tender Offer

As of November 10, 2009, the Company concluded tender offer agreements with each of Mr.
Kitagawa, the representative director and shareholder of the Target (owning 2,315,254 shares thatcomprise a 7.87 % shareholding ratio), and Mr. Chitose, the representative director and shareholderof the Target (owning 2,146,180 shares that comprise a 7.30 % shareholding ratio), and obtained
their agreement to tender all of their shares through the Tender Offer. Under the tender offer
agreements, Mr. Kitagawa and Mr. Chitose are prohibited from cancelling each of their acceptancesof the Tender Offer after such acceptance. However, if the Target, during the period of the Tender
Offer, (i) cancels the announcement of agreement to the Tender Offer, or（ii）executes, conducts,
proposes, solicits or announces agreement etc., with a third party other than the Company, tocapital participation by a third party, business alliance, transfer of all or part of its businesses orassets, solicitation of shares for subscription, disposition of treasury shares, share transfer, shareexchange, demerger, merger, purchase of shares of the Target and other similar transactions, ofwhich execution would have material effects on the management integration between the Company
and the Target (“Management Integration”), upon consultation between Mr. Kitagawa/Mr. Chitose
and the Company, the parties may determine not to apply the provision stipulating the obligation toaccept the Tender Offer and the provision prohibiting the cancellation of the acceptance of the5Tender Offer.

(5)

Policies on Organizational Restructuring, etc. after the Tender Offer (Items on so-called two-tierbuyout)As provided above, the Company will conduct the Tender Offer for the purpose of acquiring all theissued shares of the Target (excluding treasury shares owned by the Target). In addition, if theCompany is unable to acquire all issued shares of the Target (excluding treasury shares owned by
the Target) through the Tender Offer, the Company plans to conduct the Share Exchange. As aresult of the Share Exchange, all shares of the Target that are not tendered at the Tender Offer(excluding the shares owned by the Company) will be exchanged with the shares of the Company,
and the shareholders of the Target, who are allotted with one or more shares of the Company, will
become the shareholders of the Company. The Share Exchange is expected to be conducted as asimplified share exchange under Article 796 (3) of the Japanese Companies Act without obtaining
the approval of the shareholders of the Company at its general meeting of shareholders. In addition,
the Share Exchange may be conducted as a summary share exchange under Article 784 (1) of theCompanies Act without obtaining the approval of the share exchange agreement by theshareholders of the Target at its general shareholders’ meeting.

The execution and the conditions of the Share Exchange are expected to be determined around
January 2010. The share exchange ratio for the Share Exchange will be determined upon
discussions of the Company and the Target after the completion of the Tender Offer, inconsideration of benefit for shareholders of both the Company and the Target. The economic valueof the consideration that the Target’s shareholders will receive at the Share Exchange (meaning theshares of the Company; or in the event of allotment of fractional shares of the Company, the sales
price for such fractional shares that would be issued) will be decided by considering the tender
offer price, the market price of the shares of the Company and other factors, and it is expected to beequivalent to the tender offer price. After the determination of the share exchange ratio, theeconomic value of such consideration may be affected by fluctuations in the performance of theCompany and the Target and the market price of the shares of the Company. The Company decided
to conduct the Tender Offer because, compared to conducting a share exchange without a tender
offer, the Tender Offer provides the shareholders of the Target with opportunities to select the typesof the consideration received by them and the time of receiving such consideration; meaning theshareholders may receive monetary consideration at an earlier stage through the Tender Offer or beissued shares of the Company through the Share Exchange, which is expected to occur after theTender Offer.

Upon the Share Exchange, the shareholders of the Target, which will become the wholly owned
subsidiary of the Company, may exercise their appraisal rights against the Target in accordance
6with the procedures in the Companies. Act. The purchase price in such cases may be different fromthe tender offer price or the economic value of the consideration received by the Target’s
shareholders in the Share Exchange because of fluctuations in the Target’s performance, the market
price of the Target shares, the stock market price trends and other factors as well as a court’s
judgment in certain cases.

In regard to tax treatment of the Tender Offer, the Share Exchange and the exercise of appraisal
rights upon the Share Exchange, the shareholders are recommended to consult their tax advisors.

The execution or non-execution of the Share Exchange, the time or conditions of the Share
Exchange or the method of making the Target into a wholly-owned subsidiary may be subject tochange depending on legal and tax consequences to the Company or the Target upon the Share
Exchange, depending on amendments to laws, taxes or systems pertaining to the Share Exchangeor the authorities’ interpretation of the foregoing, the Company’s shareholding ratio after theTender Offer, shareholding in the Target shares by shareholders other than the Company,
fluctuations in the Company’s or the Target’s performance, effects of the stock market, and otherfactors. If there is any change to the conditions of the Share Exchange or the method of making theTarget into a wholly-owned subsidiary, the Company will discuss with the Target and announce
such change promptly after the determination.

(6)

Measures to Assure Fairness of the Tender Offer Price

In order to assure the fairness of the tender offer price for the shares of the Target under the Tender
Offer, the Company has obtained and examined a statement of share value assessment from
Nomura Securities Co., Ltd. (hereinafter “Nomura”), which is a financial advisor to the Company,
as well as a third party assessment entity independent of the Company and the Target, as part ofdetermining the tender offer price (the Company has not received a fairness opinion from Nomura).
The tender offer price of JPY 790 per share has been determined after comprehensive considerationof Nomura’s statement of share value assessment, the past cases in which a premium was attached
to a tender offer price in a tender offer offered by a person other than the issuer of the shares, theTarget’s agreement or opposition to the Tender Offer, the movement of the market price of theTarget’s shares, the future prospects of the Tender Offer and the results of consultation andnegotiation with the Target, etc.

The tender offer price of JPY 790 was calculated by: (i) adding a premium of 73.63 % (any fraction
less than a thousandth digit is rounded up or down to the closest hundredth digit) on JPY 455,
which is the closing price of the Target’s shares on the TSE on November 9, 2009, which is the day
before the announcement of the Tender Offer; (b) adding a premium of 69.89 % (any fraction ofless than a thousandth digit is rounded up or down to the closest hundredth digit) on JPY 465 (anyfraction is rounded up or down to the closest whole number), which is the simple average of7

closing prices of regular transactions for the Target’s shares over the past month; (c) adding apremium of 61.89 % (any fraction of less than a thousandth digit is rounded up or down to theclosest hundredth digit) on JPY 488 (any fraction is rounded up or down to the closest whole
number), which is the simple average of closing prices of regular transactions for the Target’s
shares over the past 3 months; and (d) adding a premium of 54.60 % (any fraction of less than athousandth digit is rounded up or down to the closest hundredth digit) on JPY 511 (any fraction isrounded up or down to the closest whole number), which is the simple average of closing prices ofregular transactions for the Target’s shares over the past 6 months.
On the other hand, the Target requested IBS Securities Co., Ltd. (hereinafter “IBS”), which is athird party assessment entity independent of the Company and the Target, to assess the value of theTarget’s shares, and obtained a statement of share value assessment from IBS on November 10,
2009 (the Target has not obtained an opinion on the fairness of the tender offer price of this Tender
Offer (fairness opinion) from IBS). IBS assessed the value of shares of the Target using each of the
discounted cash flow method (hereinafter the “DCF Method”), the comparable company method
and the premium analysis method. The assessment result for the value of an ordinary share of theTarget ranges from JPY 972 to JPY 1,220 under the DCF Method, JPY 653 to JPY 1,175 under thecomparable company method and JPY 695 to JPY 899 under the premium analysis method.

After careful deliberation of the tender offer price of the Tender Offer and the conditions of theTender Offer, and consultation and negotiation with the Company, at the Board of Directors’
meeting of the Target held on November 10, 2009, the Target determined that the conditions of theTender Offer, including the tender offer price, are reasonable and that the Tender Offer provides
Target’s shareholders the opportunities to sell the Target’s shares with reasonable prices and further
determined to agree with the execution of the Tender Offer and the Share Exchange, etc., which is
expected to take place after the completion of the Tender Offer, and determined to recommend to
the Target’s shareholders the acceptance of the Tender Offer. The Target also decided not to tender
any of its treasury shares in the Tender Offer.

Both Mr. Kitagawa, the chairman and representative director of the Target, and Mr. Chitose, thepresident and representative director of the Target, did not participate in such discussion and theapproval at the Board of Directors’ meeting of the Target based on the reason that they concluded
the tender offer agreements with the Company. Furthermore, all of the Target’s company auditors,
who attended the abovementioned Board of Directors’ meeting, expressed their opinion that they
have no objection to the Board of Directors’ decision to adopt the resolution to agree the Tender
Offer and to recommend to the Target’s shareholders acceptance of the Tender Offer (and for theTarget not to tender its treasury shares).

The Target also obtained legal advice on the method, etc. of decision making of the Target’s Boardof Directors, including the procedures for the above-mentioned Tender Offer, from8

Marunouchi-sogo Law Office, the legal advisor of the Target.

2.

Overview of the Tender Offer(1)

Overview of the Target① NameSORUN Corporation② Address

3-11-24 Mita, Minato-ku, Tokyo③ Name and Title of the

Masaki Chitose

Representative④ Businesses

Representative Director / President
System consulting, engineering services, outsourcing services,e-business support, information security services and package sales⑤ Capital AmountJPY 6,878,000,000 (as of March 31, 2009)⑥ Date of Incorporation

June 5, 1970⑦

Major Shareholders(As of March 31, 2009)

and Their

SORUN Corporation

7.91%

Shareholding Ratio

Junji Kitagawa

7.87%

Masaki Chitose

7.30%

Japan Trustee Services Bank, Ltd. Trust Account

6.58%

SORUN Employee Stock Ownership Committee

4.74%

Otsuka Corporation

3.40%

The Master Trust Bank of Japan, Ltd. Trust Account

3.33%

Japan Trustee Services Bank, Ltd. Trust Account 4G

3.11%

Meiji Yasuda Life Insurance Company

1.90%

The Hachijuni Bank, Ltd.

1.81%

Note 1: Out of the shares owned by Japan Trustee Services Bank,
Ltd. Trust Account, the number of shares related to trust services is1,913,000 shares.
Note 2: All shares owned by the Master Trust Bank of Japan, Ltd. are
related to trust services.
Note 3: All shared owned by Japan Trustee Services Bank, Ltd. Trust
Account 4G are related to trust services.
Note 4: The Target received a copy of a modification report (a report
modifying the report on substantial shareholding; hereinafter means thesame), dated January 6, 2009, from the Bank of Tokyo-Mitsubishi UFJ,Ltd and its co-owner. It was reported each shareholder owns shares asof December 22, 2008 as below. However, the Target is unable toconfirm the actual number of shares owned as of the end of the 38th9

term. Therefore, the following shareholding was not included in theabove list of major shareholders.

Name

Address

Number of

Ratio ofshares, etc.

number ofownedshares owned(shares)

to issued
shares (%)

The Bank of

2-7-1

Tokyo-Mitsubishi

Marunouchi,

UFJ, Ltd.

Chiyoda-ku,

104,060

0.35 %

392,100

1.33 %

364,000

1.24 %

860,160

2.93%

Tokyo
Mitsubishi UFJ

1-4-5

Trust andMarunouchi,

BankingChiyoda-ku,

CorporationTokyo

Mitsubishi UFJ

1-4-5

Asset

Marunouchi,

Management Co.,

Chiyoda-ku,

Ltd.

Tokyo

Total

Note 5: The Target received a modification report, dated April 7,
2009, from The Sumitomo Trust & Banking, Co., Ltd. It was reported
that the Sumitomo Trust & Banking, Co., Ltd. owns 1,769,000 shares
as of March 31, 2009. However, the Target is unable to confirm theactual number of shares owned as of the end of the 38th term.
Therefore, such shareholding was not included in the above list ofmajor shareholders.
The details of the modification report of the Sumitomo Trust &Banking, Co., Ltd. are as follows.
Name

Address

Number of

Ratio ofshares, etc.

number ofowned (shares)

shares owned
to issued
shares (%)

The Sumitomo

4-5-33

Trust &

Kitahama,

Banking, Co.,

Chuo-ku,

10

1,769

6.02

Ltd.

Osaka-shi

Total

1,769

6.02

Note 6: Abovementioned (including Note 1 to Note 5) is quoted fromthe Securities Report of the 38th term submitted by the Target on 26th
June, 2009.
⑧Relationship between the Company and the listed company
Capital Relationship

There is no notable capital relationship between the Company and theTarget. There is no notable capital relationship between affiliates andaffiliated companies of the Company and affiliates and affiliatedcompanies of the Target.

Personnel Relationship

There is no notable personal relationship between the Company and theTarget. There is no notable personal relationship between affiliates andaffiliated companies of the Company and affiliates and affiliatedcompanies of the Target.

Business Transactional

TIS, the wholly owned subsidiary of the Company, is consigning

Relationshipsoftware development to the Target.

Applicability as a Relevant

The Target is not applicable as a relevant party of the Company.

Party

Affiliates and affiliated companies of the Target are not applicable asrelevant parties of the Company.

(2)

Tender Offer Period(i)

Initial Tender Offer Period at the Time of Filing
For twenty-two (22) business days starting from Friday, November 13, 2009 and ending on
Tuesday, December 15, 2009(ii) Possibility of Extension upon Request of the Target
Under Article 27-10 (3) of the Financial Instruments and Exchange Act of Japan (Act No. 25
of 1948, as amended; hereinafter the “FIEA”), the tender offer period (hereinafter the “Tender
Offer Period”) is extended to a period of thirty (30) business days, which ends on Monday,
December 28, 2009, if the Target submits a position statement containing the Target’s request
to extend the Tender Offer Period.

(3)

Tender Offer Price

JPY 790 per ordinary share(4)

Basis of Calculation of Tender Offer Price(i)

Basis of Calculation
In determining the tender offer price for the Tender Offer, the Company considered thestatement of share value assessment submitted on November 10, 2009 by Nomura, which is a11

financial advisor to the Company, as well as a third party assessment entity independent of theCompany and the Target. After studying calculation methods for the Tender Offer, Nomura
assessed the value of shares of the Target using each of the market average share price method,
the comparable company method and the DCF Method.

According to the statement of share value assessment, the valuation methods employed andthe range of the value of an ordinary share of the Target assessed based on such valuation
methods are as follows:a. Market Average Share Price Method: Ranges from JPY 455 to JPY 511

Period during which share prices were taken
Closing price of the calculationreference date

Per share value

November 9, 2009

Average of the immediately

From November 4, 2009 topreceding 1 week period

November 9, 2009

Average of the immediately

From October 13, 2009 topreceding 1 month period

November 9, 2009

Average of the immediately

From August 10, 2009 topreceding 3 month period

November 9, 2009

Average of the immediately

From May 11, 2009 topreceding 6 month period

November 9, 2009

Result of calculation

JPY 455

JPY 462

JPY 465

JPY 488

JPY 511
From JPY 455 to JPY 511

b. Comparable Company Method: Ranges from JPY 623 to JPY 712
c.

DCF Method: Ranges from JPY 651 to JPY 1,168

Under a., the market average share price method, the share price and the trading volume (withNovember 9, 2009 being the reference date) were observed, and the per-share value wascalculated to range from JPY 455 to JPY 511 based on the averages of the immediately
preceding 6 month period, immediately preceding 3 month period, immediately preceding 1
month period and immediately preceding 1 week period as well as the closing price of thereference date.

Under b., the comparable company method, the Target’s share value was evaluated throughthe comparison with financial statements that indicate market share prices and profitability oflisted companies engaged in comparably similar businesses as the Target. The per-share value
was calculated to range from JPY 623 to JPY 712.

Under c., the DCF Method, the Target’s free cash flow that the Target is expected to generate12

in the future was discounted at a fixed discount rate to obtain the present value, based on theTarget’s expected profit after the financial year ending in March, 2010, that takes in to accountvarious factors such as the Target’s business plan, recent performance and other publicly
available information, etc. The Target’s expected free cash flow was also analyzed with thecorporate value discounting to current value with a certain discount rate and the share price.
As a result, the per-share value was calculated to range from JPY 651 to JPY 1,168.

The Company determined that it was reasonable to offer to the shareholders of the Target atender offer price increased by an appropriate premium which is determined in considerationof the past cases in which premiums were attached to market prices in tender offers made bypersons other than the issuer of subjected shares, etc., the Target’s agreement or disagreement
to the Tender Offer, the trend of the market price of the Target shares, the prospects, etc. of theTender Offer and the results, etc. of consultation and negotiation with the Target.

The tender offer price of JPY 790 was calculated by: (i) adding a premium of 73.63 % (anyfraction less than a thousandth digit is rounded up or down to the closest hundredth digit) on
JPY 455, which is the closing price of the Target’s shares on the TSE on November 9, 2009,
which is the day before the announcement of the Tender Offer; (b) adding a premium of
69.89 % (any fraction of less than a thousandth digit is rounded up or down to the closest
hundredth digit) on JPY 465 (any fraction is rounded up or down to the closest whole number),which is the simple average of closing prices of regular transactions for the Target’s shares
over the past month; (c) adding a premium of 61.89 % (any fraction of less than a thousandthdigit is rounded up or down to the closest hundredth digit) on JPY 488 (any fraction isrounded up or down to the closest whole number), which is the simple average of closing
prices of regular transactions for the Target’s shares over the past 3 months; and (d) adding apremium of 54.60 % (any fraction of less than a thousandth digit is rounded up or down to theclosest hundredth digit) on JPY 511 (any fraction is rounded up or down to the closest whole
number), which is the simple average of closing prices of regular transactions for the Target’s
shares over the past 6 months.

(ii) Process of Calculation

The Company was established in April 2008 as a joint holding company through a joint sharetransfer for the purpose of integrating the management of TIS and INTEC HD. The Company
is a corporate group consisting of independent prime contractors in the information service
industry, which has an important role in the social infrastructure, including TIS and INTEC.
These companies employ a federalized intra-group system, developing characteristics of eachcompany while maintaining the uniformity of the overall group. These companies endeavor to
improve their management efficiency and operation scales, view the maximization of
corporate values as a fundamental management policy and offer comprehensive information
13

services including outsourcing, software development, and solution provision.

Starting since the merger in April 1997 between MKC Corporation and STAT Corporation,
both of which businesses were focused on software development, the Target has been
reinforcing its technological strength and customer bases, and expanding its products its andbusinesses through strategic utilization of mergers and acquisitions, including integration with
software development companies such as Nippon Timeshare Co., Ltd. and Chogin
Information System K.K. Today, the Target has 14 domestic and overseas subsidiaries andcomprehensively offer highly flexible solutions that are centered on software development andutilize characteristics of independent corporations, including information processing services,
system related services and system equipment sales, to a wide range of customers from major
corporations to medium size corporations, which consist mainly of financial andmanufacturing businesses.

The information service industry is on the verge of a major change. While the whole market isunlikely to show further significant growth in the future, customers’ interests in system
investments are shifting from maintenance of information systems (owning their own systems:
system integration) to efficient use and operation of information communication systems
through the use of outsourcing and XaaS, as encompassed by the expression “crowd
computing.” Each company in the information service industry will be challenged to respondquickly to such change by adjusting its technology bases and investing in infrastructure. The
Company believes that, through this paradigm shift, in the medium term, the distinction
between companies that are able to handle the changes and companies that are unable tohandle such changes will become apparent, and the structure within the industry will change
substantially. Furthermore, in the short term, the market is still in a tough condition because of
decreased demand due to the economic downturn that has been continuing since the last halfof 2008 and further price decline due to competition with overseas companies.

Under such circumstances, the Company aims to secure a solid position in the information
service industry as a leading company. In April 2009, the Company embarked on the “IT
Evolution 2011”, its first medium term management plan. The Company is focusing on
expansion and reinforcement of the existing businesses, deployment of overseas businesses,
promotion of new businesses, streamlining of operations and costs reduction as its primarystrategies. This Tender Offer is consistent with the medium term management plan.

The Company believes that, as independent system integrators, the Company and the Target
will be able to gain a competitive edge by providing high value added services from
customers’ perspective. The Company has been considering the possibility of management
integration with other companies because, under uncertain business environments, alignmentof independent system integrators will be beneficial in diversifying risks and stabilizing
14

performance through mutual setoff effects in the short term, and, such alignment will
strengthen the corporate powers and maximize the corporate value in the medium term. In
considering such options, the Company had an opportunity to work on the same systemdevelopment project with the Target, and realized and came to highly value the Target as apotential business partner through such opportunity. After discussions between them, theCompany and the Target came to the conclusion that the management integration between the
Company and the Target, based on the compatible corporate cultures that stem from acommonality of business strategies, is expected to provide mutual setoff effects anddiversification of risks in the early phase and, in the medium term, is expected to provide
opportunities to generate synergies through technologies and know-how of both companies,
and thus the management integration will benefit the companies through the realization of
economies of scale and increased corporate value of both companies. Based on the above
process and for such purpose, the Company and the Target decided to integrate management
under the principle of equality by making the Target into a wholly owned subsidiary of theCompany through the Tender Offer. The Company and the Target executed a Basic Agreementon November 10, 2009. Please refer to “(1) Existence and Content of Agreements between the
Company and the Target or the Company and Officers of the Target” of “4. Miscellaneous” forthe summary of the Basic Agreement.

a. Name of the Third Party Whose Opinion was Obtained upon Calculation

In determining the tender offer price of the Tender Offer, the Company obtained the statementof share value assessment on the value of shares of the Target from Nomura on November 10,
2009. The Company did not obtain a fairness opinion of the tender offer price from Nomura.
Nomura is an assessment entity independent of the Company and is not a relevant party of theCompany.

b. Summary of the Valuation Opinion

Nomura assessed the Target’s share value using the market average share price method, thecomparable company method and the DCF Method. The ranges of the per-share value
calculated under each of the methods are as follows:

Market Average Share Price Method:

JPY 455 to JPY 511

Comparable Company Method:

JPY 623 to JPY 712

DCF Method:

JPY 651 to JPY 1,168

c. Process of Determining the Tender Offer Price in Consideration of the Valuation Opinion

After careful consideration of the calculation result of each method in the valuation report, the15Company determined that it was reasonable to offer to the shareholders of the Target a tender
offer price increased by an appropriate premium which is determined in consideration of pastcases in which premiums were attached to market prices in tender offers made by persons
other than the issuer of subjected shares, etc., the Target’s agreement or disagreement to theTender Offer, the trend of the market price of the Target shares, the prospects, etc. of theTender Offer and the results, etc. of consultation and negotiation with the Target. Accordingly,
the Company determined that the final tender offer price for an ordinary share of the Target
for the Tender Offer is JPY 790 per share at its Board of Directors’ meeting held on November
10, 2009.

d. Other Measures to Assure the Fairness of the Tender Offer Price
In order to assure the fairness of the tender offer price for the shares of the Target under theTender Offer, the Company has obtained and examined a statement of share value assessment
from Nomura, which is a financial advisor to the Company, as well as a third party assessment
entity independent of the Company and the Target, as part of determining the tender offer
price (the Company has not received a fairness opinion from Nomura). The tender offer priceof JPY 790 per share has been determined after comprehensive consideration of Nomura’s
statement of share value assessment, the past cases in which a premium was attached to atender offer price in a tender offer offered by a person other than the issuer of the shares, theTarget’s agreement or opposition to the Tender Offer, the movement of the market price of theTarget’s shares, the future prospects of the Tender Offer and the results of consultation andnegotiation with the Target, etc.

The tender offer price of JPY 790 was calculated by: (i) adding a premium of 73.63 % (anyfraction less than a thousandth digit is rounded up or down to the closest hundredth digit) on
JPY 455, which is the closing price of the Target’s shares on the TSE on November 9, 2009,
which is the day before the announcement of the Tender Offer; (b) adding a premium of
69.89 % (any fraction of less than a thousandth digit is rounded up or down to the closest
hundredth digit) on JPY 465 (any fraction is rounded up or down to the closest whole number),which is the simple average of closing prices of regular transactions for the Target’s shares
over the past month; (c) adding a premium of 61.89 % (any fraction of less than a thousandthdigit is rounded up or down to the closest hundredth digit) on JPY 488 (any fraction isrounded up or down to the closest whole number), which is the simple average of closing
prices of regular transactions for the Target’s shares over the past 3 months; and (d) adding apremium of 54.60 % (any fraction of less than a thousandth digit is rounded up or down to theclosest hundredth digit) on JPY 511 (any fraction is rounded up or down to the closest whole
number), which is the simple average of closing prices of regular transactions for the Target’s
shares over the past 6 months.

On the other hand, the Target requested IBS, which is a third party assessment entity
16

independent of the Company and the Target, to assess the value of the Target’s shares, andobtained a statement of share value assessment from IBS on November 10, 2009 (the Target
has not obtained an opinion on the fairness of the tender offer price of this Tender Offer(fairness opinion) from IBS). IBS assessed the value of shares of the Target using each of the
DCF Method, the comparable company method and the premium analysis method. The
assessment result for the value of an ordinary share of the Target ranges from JPY 972 to JPY
1,220 under the DCF Method, JPY 653 to JPY 1,175 under the comparable company method
and JPY 695 to JPY 899 under the premium analysis method.

After careful deliberation of the tender offer price of the Tender Offer and the conditions of
the Tender Offer, and consultation and negotiation with the Company, at the Board of
Directors’ meeting of the Target held on November 10, 2009, the Target determined that theconditions of the Tender Offer, including the tender offer price, are reasonable and that theTender Offer provides Target’s shareholders the opportunities to sell the Target’s shares withreasonable prices and further determined to agree with the execution of the Tender Offer andthe Share Exchange, etc., which is expected to take place after the completion of the Tender
Offer, and determined to recommend to the Target’s shareholders the acceptance of the Tender
Offer. The Target also decided not to tender any of its treasury shares in the Tender Offer.

Both Mr. Kitagawa, the chairman and representative director of the Target, and Mr. Chitose,
the president and representative director of the Target, did not participate in such discussion
and the approval at the Board of Directors’ meeting of the Target based on the reason that they
concluded the tender offer agreements with the Company. Furthermore, all of the Target’s
company auditors,

who attended the abovementioned Board of Directors’ meeting,expressed their opinion that they have no objection to the Board of Directors’ decision to
adopt the resolution to agree the Tender Offer and to recommend to the Target’s shareholders
acceptance of the Tender Offer (and for the Target not to tender its treasury shares).

The Target also obtained legal advice on the method, etc. of decision making of the Target’s
Board of Directors, including the procedures for the above-mentioned Tender Offer, from
Marunouchi-sogo Law Office, the legal advisor of the Target.

(iii) Relationship with the Assessing Entity
Nomura, which is the financial advisor (assessing entity) of the Company, is not a relevant
party of either the Company or the Target and does not have a material interest in the Tender
Offer.

(5)

Number of Shares to be Purchased
17Type of shares① Expected number of② Expected minimum③ Expected maximum

shares to be purchased

number of shares to benumber of shares to bepurchasedpurchased

Share Certificates

26,069,756 shares

14,992,565 shares--- shares--- shares--- sharesshares--- shares--- shares--- shares--- shares--- shares--- shares--- shares--- shares--- shares

Total

26,069,756 shares

14,992,565 shares--- shares(Total number of potential--- shares--- shares--- shares

Share Acquisition Right
Certificates
Bond Certificates with
Share Acquisition Rights
Trust Beneficiary
Certificates for Shares, etc.
Depository Receipts for
Shares, etc.

shares, etc.)
Note 1: If the total number of tendered shares does not meet the expected minimum number of shares to bepurchased (14,992,565 shares), the Company will not purchase any tendered shares. If the numberof tendered shares meets the expected minimum number of shares to be purchased and more, theCompany will purchase all tendered shares.
Note 2: Shares in a number less than one unit are also subject to the Tender Offer. If shareholders exercise
their right to have the Target purchase their shares in a number less than one unit pursuant to theCompanies Act, the Target may purchase such shares during the Tender Offer Period in accordancewith the procedures provided in the relevant laws and regulations.
Note 3: The Target does not plan to purchase the treasury shares that it holds in the Tender Offer.

(6)

Change in Shareholding Ration as a Result of the Tender Offer

Number of voting rights represented by

Shareholding ratio prior to thethe shares held by the Company prior to--- rights

Tender Offer

the Tender Offer--- %Number of voting rights represented by

Shareholding ratio prior to thethe shares held by specially related--- rights

Tender Offer

parties prior to the Tender Offer--- %Number of voting rights represented by

Shareholding

the shares expected to be purchased

260,697 rights

ratio

after

the

Tender Offer
100.00%

Numberofvotingrightsofallshareholders of the Target

270,144 rights
18Note 1: The “number of voting rights represented by the shares expected to be purchased” indicates thenumber of voting rights represented by the number of shares expected to be purchased at theTender Offer.
Note 2: The “number of voting rights of all shareholders of the Target” indicates the number of voting
rights of all shareholders as of June 30, 2009, as provided in the report of the first quarter of the39th term submitted by the Target on August 14, 2009 (one unit of shares being 100 shares).
However, since all the issued shares of the Target (excluding treasury shares owned by the Target)
are also subject to the Tender Offer, the number of voting rights (260,697 rights) represented by
the number of all the issued shares of the Target as of September 30, 2009 (29,397,185 shares), as
provided in the brief report of the second quarter of the 39th term disclosed by the Target on
October 30, 2009, less the number of treasury shares owned by the Target as of September 30,
2009 (3,327,429 shares), as provided in the abovementioned brief report of the second quarter ofthe 39th term, is used as the denominator in calculating the “Shareholding Ratio after the Tender
Offer.”
Note 3: With respect to the “Shareholding Ratio after the Tender Offer,” any fraction less than a thousandthdigit is rounded up or down to the closest hundredth digit.

(7)

Tender Offer AmountJPY 20,590 million
Note: The above tender offer amount is calculated by multiplying the expected number of shares
to be purchased (26,069,756 shares) with the tender offer price per share (JPY 790).

(8)

Settlement Method(i)Name and Address of the Principal Office of the Financial Instruments Business Operator orBank, etc. that Settles the Tender Offer

Nomura Securities, Co., Ltd.
1-9-1 Nihonbashi, Chuo-ku, Tokyo(ii) Commencement Date of the Settlement

Tuesday, December 22, 2009
Note: If the Target submits a position statement, containing the Target’s request to extend theTender Offer Period, under Article 27-10 (3) of the FIEA, the commencement date of
the settlement will be Wednesday, January 6, 2010.

(iii) Settlement Method

Promptly after the end of the Tender Offer Period, notices of purchases, etc. through the19Tender Offer will be sent to the addresses of the tendering shareholders (or to the standing
proxies in the case of foreign shareholders), except those tendering shareholders who havetendered their shares through Nomura Joy, the specialized Internet services provided by thetender offer agent). If shareholders tender their shares through Nomura Joy, purchases are
made in the manner provided at the website of Nomura Joy (https://www.nomurajoy.jp/)(Note).

The purchase is to be settled in cash. The tendering shareholders may receive the sales price ofshares tendered in the Tender Offer in the manner that the tendering shareholders designate,such as wire transfer (provided that wire transfer fees may be applicable).

Note: Upon the merger between the tender offer agent and Join Vest Securities Co., Ltd. on
November 23, 2009, Nomura Joy, the specialized Internet services of the tender offer agent,
will be launched. After November 23, 2009, the tendering shareholders may tender theirshares through Nomura Joy. The tendering of shares through Nomura Joy will be made in themanner provided at the website of Nomura Joy (https://www.nomurajoy.jp/). However, evenin the case of using internet, the tendering shareholders may not tender their shares throughNomura Home Trade, which is another Internet service provided by the tender offer agent.

(9)

Other Conditions and the Method of Tender Offer(i)

Existence and Content of Conditions Provided in Each Item under Article 27-13 (14) of the
FIEA

If the total number of tendered shares does not meet the expected minimum number of shares
to be purchased (14,992,565 shares), none of the tendered shares will be purchased. If thenumber of tendered shares meets the expected minimum number of shares to be purchased, alltendered shares will be purchased.

(ii) Existence and Content of Conditions for Withdrawal of the Tender Offer and Method ofDisclosing Withdrawal

If any of the events provided in Article 14 (1) (i) (a) through (i) and (l) through (r), Article 14(1) (ii), Article 14 (1) (iii) (a) through (h), Article 14 (1) (v) and Article 14 (2) (iii) through (vi)of the Enforcement Order of the FIEA (Cabinet Order No. 321 of 1965, as amended;hereinafter the “Cabinet Order”) occurs, the Company may withdraw the Tender Offer. In theevent of withdrawal of the Tender Offer, a public notice will be made electronically, and thefact of such notice will be published in the Nihon Keizai Shimbun. However, if there isdifficulty in making such public notice by the end of the Tender Offer Period, anannouncement will be made pursuant to Article 20 of the Cabinet Office Ordinance on the
Disclosure of Tender Offer of Shares by a Person Other than the Issuer (Ministry of Finance20Ordinance No. 38 of 1990, as amended; hereinafter the “Ministry Ordinance”), and a public
notice will be made promptly thereafter.

(iii) Existence and Content of Conditions for the Reduction of

Tender Offer Price and theMethod of Disclosing Reduction

Pursuant to Article 27-6 (1) (i) of the FIEA, if the Target commits any of the conduct provided
in Article 13 (1) of the Cabinet Order during the Tender Offer Period, the tender offer price
may be reduced in accordance with the standards provided in Article 19 (1) of the Ministry
Ordinance. In the event of reduction of the tender offer price, a public notice will be madeelectronically, and the fact of such notice will be published in the Nihon Keizai Shimbun.
However, if there is difficulty in making such public notice by the end of the Tender Offer
Period, an announcement will be made pursuant to Article 20 of the Ministry Ordinance, and apublic notice will be made promptly thereafter. Upon the reduction of the tender offer price,
shares that have been tendered prior to the date of public notice will also be purchased at theTender Offer price after the reduction.

(iv) Items on Tendering Shareholders’ Termination Right

The tendering shareholders may terminate agreements pertaining to the Tender Offer at any
time during the Tender Offer Period. If any shareholder is to terminate the agreement, theshareholder must deliver or mail a written notice of termination of the agreement pertaining to
the Tender Offer (hereinafter the “Termination Notice”) attached with the receipt for
acceptance of the Tender Offer to the principal office or any of the local offices of the tender
offer agent that has received the shareholder’s acceptance of the Tender Offer (excluding
Nomura Joy which is the specialized Internet service provided by the tender offer agent) by
3:30 pm of the last day of the Tender Offer Period. In case of notice via mail, the Termination
Notice must be received by the tender offer agent by 3:30 pm of the last day of the Tender
Offer Period. In order to terminate agreements pertaining to shares tendered through Nomura
Joy, shareholders must complete the termination procedures provided at the website of
Nomura Joy (https://www.nomurajoy.jp/) by 3:30 pm of the last day of the Tender Offer
Period. The Company will not claim any damages or penalties against shareholders even if
such shareholders terminate the agreements. The Company also bears the cost of returning theshares submitted, etc.

(v) Method of Disclosing the Change of Conditions of the Tender Offer

If any change were to be made to the conditions of the Tender Offer, a public notice regarding
such change would be made electronically, and the fact of such notice would be published in
the Nihon Keizai Shimbun. However, if there is difficulty in making such public notice by the21

end of the Tender Offer Period, an announcement may be made pursuant to Article 20 of the
Ministry Ordinance, and a public notice will be made promptly thereafter. Upon the change ofthe tender offer conditions, the shares that have been tendered prior to the date of public notice
will also be purchased under the tender offer conditions after the change.

(vi) Method of Disclosure upon Submission of a Notice of Correction

If the Company files a correction statement with the Director-General of the Kanto Finance
Bureau, the Company will promptly announce publicly the issues that relate to the information
provided in the public notice on the commencement of the Tender Offer, out of the matters
contained in the correction statement, by the method provided in Article 20 of the Ministry
Ordinance. In addition, the Company will promptly make corrections to the tender offer
explanatory statement and deliver such corrected tender offer explanatory statement to thosetendering shareholders that have previously been delivered with the tender offer explanatory
statement. However, if the corrections are minimal, the Company will make corrections by
preparing a written document stating the reason for the corrections, the corrected matters andthe content of the correction, followed by delivery of such written document to the tendering
shareholders.

(vii) Method of Disclosure of the Result of the Tender Offer

The result of the Tender Offer will be announced publicly in the manner provided in Article
9-4 of the Cabinet Order and Article 30-2 of the Ministry Ordinance on the day succeeding thelast day of the Tender Offer Period.

(10)Date of Public Notice on the Commencement of the Tender Offer

Friday, November 13, 2009(11)

Tender Offer Agent

Nomura Securities Co., Ltd.
1-9-1 Nihonbashi, Chuo-ku, Tokyo

3.

Policies, etc., and Outlook after the Tender Offer(1)

Policies, etc. after the Tender Offer
Please see “1. Purpose of the Tender Offer” for the policies, etc. after the Tender Offer.

(2)

Outlook of the Effects on Future Business Performance
22

The effects of the Tender Offer on the consolidated business performance and the unconsolidated
business performance of the Company are being carefully examined. Should any correction in theforecast of business performance be required or should any fact arise that requires anannouncement, the Company will promptly make such announcement pursuant to the trading
participant regulations of the stock exchange.

4.

Miscellaneous(1)

Existence and Content of the Agreements between the Company and the Target or the Company
and officers of the Target(i)

At the Board of Directors’ meeting held on November 10, 2009, the Target passed theresolution to agree to the execution of the Tender Offer and the Share Exchange, which is
expected after the completion of the Tender Offer and to recommend shareholders of theTarget to sell their shares in the Tender Offer.

(ii) The Company concluded the Basic Agreement containing the below material items with theTarget as of November 10, 2009.

a. Purpose of the Management Integration

The Company and the Target are conducting the Management Integration with the aspiration to
become an independent ICT leading corporate group that is valued and respected by customers,
shareholders, employees and their families, as well as society, by enhancing the creativity andtechnological power in pursuit of synergies through integration of the spirit of equality, and bycontributing to the development of a society where people of the world can live prosperous
lives through IT services.

b.

Method of the Management Integration

As provided in the Basic Agreement, the Management Integration is conducted by making theTarget into a wholly-owned subsidiary of the Company in accordance with the following
procedures.

(a) The Company commences the Tender Offer with an aim to acquire all issued shares of theTarget (excluding treasury shares owned by the Target) subject to the condition that theCompany acquires a number of shares equivalent to at least 51 % of all issued shares of theTarget in the Tender Offer at a tender offer price of JPY 790 or more per ordinary share of
the Target.
(b) The Target announces its agreement to the Tender Offer.
(c) If the number of issued shares of the Target that the Company acquires through the Tender23

Offer is less than 100 % of all issued shares (excluding treasury shares owned by theTarget), the Company aims to acquire 100% of all issued shares of the Target (excluding
treasury shares owned by the Target) through the Share Exchange. However, execution of
the Share Exchange is subject to change upon discussion and agreement between the
Company and the Target.
(d) In case of the preceding paragraph, the Target cancels, by the time immediately preceding
the effective date of the Share Exchange, all treasury shares (including treasury shares that
the Target acquires as a result of enforcement of appraisal rights by opposing shareholders
under Article 785 (1) of the Companies Act) that the Target owns at the time immediately
preceding the effective date of the Share Exchange. However, if the Target is unable tocancel all treasury shares by the abovementioned time under the procedures in the
Companies Act or other laws or regulations, the Target will cancel treasury shares to theextent procedurally possible.

c. Management after the Management Integration

In order to assure independence of the Company and the Target, unless exceptions apply, after
the completion of the Tender Offer, (i) the trade names of the Company and the Target will not
be changed, and (ii) the chairman and representative director, and the president andrepresentative director of the Target will be Mr. Kitagawa and Mr. Chitose, respectively.

d. Dispatching of Directors

In order to realize the effects of the Management Integration between the Company and theTarget as soon as possible, the Company will submit a director appointment proposal naming
Mr. Kitagawa and Mr. Chitose as candidates for its directors at the first general meeting ofshareholders to be held after the completion of the Management Integration, unless exceptions
apply.

On the other hand, the Target will submit a director appointment proposal naming two or more
persons designated by the Company, as candidates for its directors at the first general meetingof shareholders to be held after the completion of the Management Integration.

e. Covenants

After the execution of the Basic Agreement, the Target is bound by the following obligations
until the completion of the Management Integration.

(a) To act within the extent of its ordinary business;(b) (i) to announce its agreement to the Tender Offer and continue to agree with the Tender24

Offer until the end of the period of the Tender Offer and (ii) not to execute, conduct,
propose, solicit or announce agreement with a third party other than the Company, tocapital participation by a third party, business alliance, transfer of all or part of its
businesses or assets, solicitation of shares for subscription, disposition of treasury shares,
share transfer, share exchange, demerger, merger, purchase of shares of the Target and othersimilar transactions, of which execution would have material effects on the Management
Integration (hereinafter the “Agreement to Third Party Proposal”), without the prior written
approval of the Company. However, if the third party’s proposed conditions are objectively
and reasonably better than the conditions of the Tender Offer and the failure to give theAgreement to Third Party Proposal could be considered a violation of a prudent manager’s
obligation of due care by the Target’s directors, the Target may be exempt from the above
obligation by paying to the Company an amount equivalent to the expenses (including, but
not limited to, attorneys’, accountants’ and other advisors’ fees) reasonably incurred by theCompany in connection with the Management Integration as well as in negotiation andpreparation of the Management Integration.

(iii) On November 10, 2009, the Company concluded the tender offer agreements with Mr.
Kitagawa, the representative director and the shareholder of the Target (owning 2,315,254
shares which comprise a 7.87 % shareholding ratio), and Mr. Chitose, the representative
director and the shareholder of the Target (owning 2,146,180 shares which comprise a 7.30 %shareholding ratio), for them to tender all shares of the Target owned by them at the Tender
Offer. Under the tender offer agreements, Mr. Kitagawa and Mr. Chitose are prohibited fromcancelling each of their acceptances of the Tender Offer after such acceptance. However, if theTarget, during the period of the Tender Offer, (i) cancels the announcement of agreement to
the Tender Offer, or（ii）executes, conducts, proposes, solicits or announces agreement etc.,with a third party other than the Company, to capital participation by a third party, businessalliance, transfer of all or part of its businesses or assets, solicitation of shares for subscription,
disposition of treasury shares, share transfer, share exchange, demerger, merger, purchase ofshares of the Target and other similar transactions, of which execution would have material
effects on the Management Integration, upon consultation between Mr. Kitagawa/Mr. Chitose
and the Company, the parties may determine not to apply the provision stipulating theobligation to accept the Tender Offer and the provision prohibiting the cancellation of theacceptance of the Tender Offer .

(2)

Other Information that are Considered Necessary for Investors to Determine Whether to Accept theTender Offer(i)

Expected Delisting and Its Reason25

Since the Tender Offer does not set a maximum number of shares to be purchased, the sharesof the Target may be delisted from the TSE after the completion of the Tender Offer inaccordance with the delisting standards and the prescribed procedures of the TSE, dependingon the result of the Tender Offer. Even if the result of the Tender Offer does not meet thedelisting standards, the shares of the Target are likely to be delisted in accordance with the
TSE’s delisting standards and the prescribed procedures, because the Company plans toacquire all issued shares of the Target through a share exchange after the completion of theTender Offer.

After delisting, the shares of the Target may no longer be traded on TSE.

(ii) Revisions of the Business Performance Forecast
The Target announced in the press release titled “Notice of Revisions to Business Performance
Forecast” as of October 26, 2009, that its business performance forecast for the financial year
ending in March 2010 has been revised. The summary of the Target’s business performance
forecast for the financial year ending in March 2010 is as follows.

I.

Revisions of the Values of the Consolidated Business Performance Forecast for the Second Quarter(cumulative period) of the Financial Year Ending in March 2010
(From April 1, 2009 to September 30, 2009)(Unit: millions of yen, and %)Gross sales

Operating

Ordinary

Net Profit for

Net Profit for

IncomeProfitthethe

Current

Term

Current

Term Per Share(Yen)

Previously Announced
Forecast (A)Revised Forecast (B)Difference(B – A )Increase or Decrease rate(%)

24,800

770

760

300

11.08

22,917

607

595

274

10.41

- 1,883

- 163

- 165

- 26

---

- 7.6

- 21.2- 21.7- 8.7---

30,968

1,189

1,117

525

18.73

For reference:
Actual performance of thesecond quarter of theprevious term (the financial
year ending in March 2010)
26

II.

Revisions of the Values of the Consolidated Business Performance Forecast for the Full Year Ending inMarch 2010
(From April 1, 2009 to March 31, 2010)(Unit: millions of yen, and %)Gross Sales

Operating

Ordinary

Net Profit For

Net Profit for

IncomeProfitthethe

Current

Term
Previously Announced
Forecast (A)Revised Forecast (B)Difference(B – A )Increase or Decrease Rate(%)

Current

Term Per Share

55,500

2,750

2,750

1,400

51.72

50,000

2,240

2,240

1,130

43.13

- 5,500

- 510

- 510

- 270

---

- 9.9

- 18.6- 18.6- 19.3---

61,402

3,252

3,176

1,885

68.07

For reference:
Actual performance of theprevious term (the financial
year ending in March 2010)

III.

Revisions of the Values of Unconsolidated Business Performance Forecast for the Second Quarter(cumulative period) of the Financial Year Ending in March 2010
(From April 1, 2009 to September 30, 2009)(Unit: millions of yen, and %)Gross Sales

Operating

Ordinary

Net Profit for

Net Profit for

IncomeProfitthethe

Current

Term
Previously Announced
Forecast (A)Revised Forecast (B)Difference(B – A )Increase or Decrease Rate(%)

Current

Term Per Share

20,900

780

780

350

12.93

19,222

629

635

384

14.58

- 1,678

- 151

- 145

34

---

- 8.0

- 19.4- 18.6

9.7

---

---

---

---

---

---

For reference:
Actual performance of thesecond quarter of theprevious term (the financial
27

year ending in March 2010)

IV.

Revisions of the Values of Unconsolidated Business Performance Forecast throughout the Term endingin March 2010
(From April 1, 2009 to March 31, 2010)(Unit: millions of yen, and %)Gross Sales

Operating

Ordinary

Net Profit for

Net Profit for

IncomeProfitthethe

Current

Term
Previously Announced
Forecast (A)Revised Forecast (B)Difference(B – A )Increase or Decrease Rate(%)

Current

Term Per Share

47,000

2,500

2,500

1,300

48.02

42,400

2,040

2,040

1,030

39.31

- 4,600

- 460

- 460

- 270

---

- 9.8

- 18.4- 18.4- 20.8---52,054

2,919

2,871

1,496

54.06

For reference:
Actual performance of theprevious term (the financial
year ending in March 2010)(iii) Revisions of the expected distribution

The Target passed a resolution at its Board of Directors’ meeting hold on November 10, 2009,
not to make distribution of surplus to its shareholders as of March 31, 2010 regardless of thecompletion of the Tender Offer.

End-of-Term Distribution
End-of-term distribution per

Annual distribution per share

share
Previous forecast(October 30, 2009)
Adjustment
March 2009 performance(for reference purposes)

28

JPY 22

JPY 22

JPY 0

JPY 0

JPY 22

JPY 22

Restrictions on Insider Transactions
Please be advised that anyone who has viewed the information contained in this press release, as a first information recipient for
purposes of insider trading restrictions under Article 167 (3) of the Financial Instruments and Exchange Act of Japan and Article
30 of the Enforcement Order of the Financial Instruments and Exchange Act, may be prohibited from purchasing the shares of
SORUN Corporation for 12 hours after the announcement of this press release (from the time at which this press release isannounced using the timely disclosed information viewing services of the Tokyo Stock Exchange in the afternoon of November
10, 2009). The Company will not be held responsible for any criminal, civil or administrative liabilities that such person may be
responsible for as a result of his or her purchase of shares.

Restrictions on Solicitation
This press release is intended for the announcement of the Tender Offer to the general public and is not intended to solicit sales ofshares. If anyone desires to sell his or her shares, the shareholder should review the Tender Offer explanatory statement andaccept 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 solicitation of a purchase offer and does not constitute any such part. This press release (or any part thereof) or thefact 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 statement contains forward-looking statements as defined in Section 27A of the U.S. Securities Act of 1933 and Section 21Eof the U.S. Securities Exchange Act of 1934 (“Forward-Looking Statements”). Due to known or unknown risks, uncertainties orother factors, actual results may materially differ from any forecast, expressly or implicitly, indicated as a Forward-Looking
Statement contained herein. The Tender Offeror, its affiliated companies, and any of its related parties do not guarantee that any
forecast, expressly or implicitly, indicated as a Forward-Looking Statement will turn out to be accurate. Any Forward-Looking
Statement is prepared based on information held by the Tender Offeror as of the date hereof, and the Tender Offeror, its affiliatedcompanies, and its related parties do not intend, and disclaim any obligation, to update or modify any such statement to reflect
future events or developments, except as may be required by any applicable laws and regulations.

Procedures and Standards
The Tender Offer will be conducted in compliance with the procedures prescribed by the Financial Instruments and Exchange Act
of Japan and related disclosure standards; however, these procedures and standards are not necessarily identical to those in the
United States of America. In particular, Sections 13(e) and 14(d) of the U.S. Securities Exchange Act of 1934 and the Rules andRegulations thereunder shall not apply to the Tender Offer, and the Tender Offer may or may not be conducted in compliancewith any procedure or standard thereunder.

Other Countries
Announcement, issuance or distribution of this press release may be subject to legal restrictions in certain countries or regions. In
such case, you are required to be aware of and comply with such restrictions. In such countries or regions that legally prohibit thelaunch of the Tender Offer, this press release does not constitute an offer for purchase or solicitation for offer or sales of sharesregarding the Tender Offer, even if this press release or its translation is received in such countries or regions. In that case, it shallbe considered as a mere distribution of informative materials.

29