OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
BERLITZ INTERNATIONAL, INC.
AT
$14.50 NET PER SHARE
BY
BENESSE HOLDINGS INTERNATIONAL, INC.
A WHOLLY OWNED SUBSIDIARY OF
BENESSE CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON THURSDAY, MAY 3, 2001, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN BY THE EXPIRATION DATE (AS DEFINED BELOW) THAT
NUMBER OF SHARES WHICH, WHEN ADDED TO THE SHARES ALREADY OWNED BY
PURCHASER, PARENT AND MR. SOICHIRO FUKUTAKE WILL CONSTITUTE NOT LESS THAN
NINETY PERCENT (90%) OF THE TOTAL NUMBER OF OUTSTANDING SHARES. THE OFFER IS
ALSO SUBJECT TO THE OTHER CONDITIONS SET FORTH IN THIS OFFER TO PURCHASE. SEE
INTRODUCTION AND SECTION 12.
A SUMMARY OF THE PRINCIPAL TERMS OF THE OFFER APPEARS ON PAGES 1 THROUGH 5.
YOU SHOULD READ THIS ENTIRE DOCUMENT CAREFULLY BEFORE DECIDING WHETHER TO
TENDER YOUR SHARES.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS: (A) APPROVED OR
DISAPPROVED OF THE TRANSACTION; (B) PASSED UPON THE MERITS OR FAIRNESS OF THE
TRANSACTION; OR (C) PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE
IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
A SPECIAL COMMITTEE OF DISINTERESTED DIRECTORS APPOINTED BY THE BOARD OF
DIRECTORS OF BERLITZ HAS UNANIMOUSLY DETERMINED THAT THE OFFER IS ADVISABLE,
FAIR TO AND IN THE BEST INTEREST OF THE SHAREHOLDERS OF BERLITZ WHO ARE
UNAFFILIATED WITH BENESSE CORPORATION AND RECOMMENDED THAT SUCH
UNAFFILIATED BERLITZ SHAREHOLDERS TENDER THEIR SHARES IN THE OFFER.
IMPORTANT
ANY SHAREHOLDER DESIRING TO TENDER ALL OR ANY PORTION OF SUCH
SHAREHOLDER'S SHARES SHOULD (1) COMPLETE AND SIGN THE LETTER OF TRANSMITTAL
OR A FACSIMILE THEREOF IN ACCORDANCE WITH THE INSTRUCTIONS IN THE LETTER OF
TRANSMITTAL, INCLUDING ANY REQUIRED SIGNATURE GUARANTEES, AND MAIL OR
DELIVER THE LETTER OF TRANSMITTAL OR SUCH FACSIMILE WITH