English Translation of the Japanese press release to be issued by Benesse Corporation dated April 7, 2001.
April 7, 2001
To whom it may concern:
(Code Number 9783 Tokyo Stock Exchange, Osaka Securities Exchange 1st section) Contact Information:
Head of General Administration Division, Kazuo Yamakawa
Announcement Regarding the Tender Offer for the Minority-Held Shares of Berlitz International, Inc. of the
As announced in our press release of December 30, 2000, Benesse proposed to a Special Committee
comprised of the outside directors of Berlitz to acquire, through our wholly-owned American subsidiary Benesse
Holdings International, Inc. (BHI), the minority shareholdings of Berlitz at US $12.00 per share making Berlitz
into a wholly-owned subsidiary.
The Special Committee, with the help of independently retained financial and legal advisors, reviewed the fairness
of the offer price from the perspective of protecting the interests of the minority shareholders. As a result, the
Special Committee agreed with Benesse to an offer price of US$14.50 per share. BHI thereafter commenced the
tender offer on April 6, 2001 to acquire the Berlitz shares.
Furthermore, the estimated total purchase price for this transaction is approximately US$37 million (JPY
1. Purpose of the Tender Offer Benesse views this proposal as a way to increase the speed and flexibility of
management of the Benesse Group. Although Berlitz is a subsidiary of Benesse, it is listed on the New York
Stock Exchange. As a result, the business of Berlitz has been developed keeping in mind the interests of an
indeterminate number of shareholders. However, if Berlitz becomes a wholly-owned subsidiary of Benesse, it will
be free to develop its business based on the management strategies of the Benesse Group.
2. General description of the proposed offer.
Name of Company: Benesse Corporation
Representative: Director President,