Sumitomo Corp Cptl. 55XW Tender Offer

  Sumitomo Corp Cptl. (55XW) - Tender Offer

RNS Number : 4220P
Sumitomo Corp Capital Europe PLC
24 October 2012


Toviewthe full announcement, pleaseclick on the link given below.



http://www.rns-pdf.londonstockexchange.com/rns/4220P_1-2012-10-24.pdf









                                [Translation]



                                                              October 24, 2012

                                                                             

To whom it may concern:



                                            Company Name: Sumitomo Corporation

                    Name of Representative: Kuniharu Nakamura, President & CEO

                                           (Code No.: 8053, TSE First Section)

                                                 Inquiries: Masatoshi Hayashi,

                               General Manager, Corporate Communications Dept.

                                                           (TEL. 03-5166-3100)

                                                                             

                                                Company Name: KDDI Corporation

                             Name of Representative: Takashi Tanaka, President

                                           (Code No.: 9433, TSE First Section)

        Inquiries: Shinichi Muramoto, Vice President, General Administration &

                                                               Human Resources

                                                           (TEL. 03-6678-0982)



        Notice on Tender Offer for Share Certificates etc. of Jupiter
                         Telecommunications Co., Ltd.



Sumitomo  Corporation  ("Sumitomo")  and  KDDI  Corporation  ("KDDI")   hereby 
announce that each company resolved at its board of directors meeting held  on 
October, 24,  2012, to  execute a  shareholders agreement  (the  "Shareholders 
Agreement") regarding joint operation of Jupiter Telecommunications Co.,  Ltd. 
(JASDAQ: Code  No.  4817;  the  "Target  Company").  Under  the  Shareholders 
Agreement, KDDI  will conduct  a tender  offer (the  "Tender Offer")  for  all 
common shares  and  share  options  ("Share Options")  issued  by  the  Target 
Company, jointly with a company (trade name NJ K.K. (planned), "NJ"; KDDI  and 
NJ are  collectively referred  to as  the "Tender  Offerors"; and  the  Tender 
Offerors and Sumitomo are  collectively referred to  as the "Tender  Offerors, 
Etc.") of which the same number of  voting rights are to be owned by  Sumitomo 
and KDDI if certain  conditions, such as  completing procedures and  responses 
required under domestic and  foreign competition laws,  are satisfied. As  of 
today, the time for  commencement of the Tender  Offer is not fixed;  however, 
the Tender  Offerors expect  to  commence the  Tender  Offer by  around  early 
February 2013. A detailed schedule of the Tender Offer will be announced soon
after it is determined.



1. Purpose, etc. of the Purchase, etc.



(1) Outline of the Tender Offer



At present,  Sumitomo  and  KDDI  own 39.98%  (2,777,912  shares)  and  30.71% 
(2,133,797 shares), respectively,  of the  total issued common  shares of  the 
Target Company (as of June 30, 2012: 6,947,813 shares.) Each company resolved
at its board of directors  meeting held on October  24, 2012, that the  Tender 
Offerors will  jointly conduct  the Tender  Offer for  all the  issued  common 
shares (including common shares of the Target Company to be delivered upon the
exercise of Share Options)  and Share Options of  the Target Company, so  that 
the Target Company will be delisted and Sumitomo and KDDI will each own 50% of
the voting rights of  the Target Company. For  the Tender Offer, neither  the 
maximum nor  the  minimum number  of  shares to  be  purchased will  be  set. 
Therefore, in the Tender Offer, all the share certificates, etc. (as such term
is defined in the Financial Instruments and Exchange Act (Act No. 25 of  1948, 
as amended; the "Act"), including the  common shares and Share Options  issued 
by the  Target Company;  hereinafter  the same)  tendered will  be  purchased. 
However, in order  for Sumitomo and  KDDI to  own the same  number of  voting 
rights of the Target  Company, (i)(a) KDDI will  purchase all tendered  common 
shares until the  number of voting  rights owned by  Sumitomo and KDDI  become 
equal (644,115 shares), (b) NJ will  purchase all common shares exceeding  the 
number of such common shares, and (ii) NJ will purchase all Share Options.



The Tender Offer  will commence subject  to the conditions  prescribed in  the 
Shareholders Agreement, including the following: (i) procedures and  responses 
required under domestic and foreign competition laws have been completed; (ii)
the Target Company has resolved at  its board of directors meeting to  express 
its opinion in favor  of the Tender Offer  and recommend the shareholders  and 
share option  holders  of  the  Target Company  to  accept  the  Tender  Offer 
(regarding which,  according to  the  Target Company,  the Target  Company  is 
planning to express its opinion again at  the time of the commencement of  the 
Tender Offer, as described below);  (iii) a third-party committee  established 
by the Target Company  in relation to  the Tender Offer  has responded to  the 
Target Company's board  of directors  that it  is appropriate  to express  the 
opinion mentioned above, and  such response has  been announced; (iv)  neither 
Sumitomo nor KDDI has materially breached any representations or warranties or
is in material breach of its duties under the Shareholders Agreement; and  (v) 
no events or circumstances have occurred that would have any material  adverse 
effects on the financial  conditions, operating results, or  cash flow of  the 
Target Company or any subsidiaries of the Target Company.



For your reference, the Target Company  published the "Notice on Statement  of 
Opinion regarding Tender Offer  for Our Share  Certificates, etc. by  Sumitomo 
Corporation and  KDDI Corporation"  on  October 24,  2012. According  to  the 
Target Company, it resolved  at its board of  directors meeting held today  to 
express its  opinion in  favor of  the  Tender Offer  and recommend  that  the 
shareholders and share option holders of the Target Company accept the  Tender 
Offer, if the Tender Offer has commenced.



However, given that  the Tender  Offer is  planned to  commence under  certain 
conditions as  stated  above and  it  is  expected to  commence  around  early 
February 2013 at present, according to the Target Company, it also resolved at
the aforementioned  board of  directors meeting  that (a)  it plans  to ask  a 
third-party committee established by the Target  Company as set forth in  "(4) 
(ii) Establishment of Independent Third-Party Committee by the Target Company"
below to deliberate whether  there is any change  in its opinion expressed  to 
the Target  Company's  board of  directors  on October  23,  2012, and  if  it 
determines that there  is no change,  to report  so or if  it determines  that 
there is a change, to opine its changed opinion to the Target Company's  board 
of directors, and (b) based on  such opinion of the third-party committee,  it 
plans to express  its opinion on  the Tender Offer  again at the  time of  the 
commencement of the Tender Offer.



The aforementioned resolution by the  Target Company's board of directors  was 
resolved in the manner that is stated  in "(4) (v) Approval of All  Directors 
and Consent of All Company Auditors Without Interests".



The types of share certificates, etc. to be purchased in the Tender Offer  are 
as follows:



  (i) Common shares



  (ii) Share options

a. Stock compensation type share options 2006

b. Stock compensation type share options 2007

c. Stock compensation type share options 2008 (mid-term incentive)

d. Stock compensation type share options 2009 (mid-term incentive)

e. Stock compensation type share options 2009 (long-term incentive

f. Stock compensation type share options 2010 (mid-term incentive)

g. Stock compensation type share options 2010 (long-term incentive)

h. Stock compensation type share options 2011 (mid-term incentive)

i. Stock compensation type share options 2011 (long-term incentive)

j. Stock compensation type share options 2012 (mid-term incentive)

k. Stock compensation type share options 2012 (long-term incentive)



The Tender Offerors plan  to conduct the Tender  Offer as soon as  practicably 
possible after completing the procedures and responses required under domestic
and foreign  competition laws;  as of  today, the  Tender Offerors  expect  to 
commence the Tender Offer by around  early February 2013, and to complete  the 
account settlement by the end of March  2013. It is anticipated that it  will 
take a certain period  of time to  complete the proceduresinvolving  domestic 
and foreign competition authorities. Given that, as of today, it is difficult
to accurately estimate the amount of  time required for these procedures,  the 
progress of these procedures will be  announced around early February 2013  at 
the latest.



The Tender  Offer  period  will  be  scheduled to  be  30  business  days,  in 
principle.



Prior to the Tender Offer, Sumitomo and KDDI plan to undertake the  procedures 
for the establishment, etc. of NJ in the following manner:

(a) KDDI will establish NJ as its wholly-owned subsidiary pursuant to the
Shareholders Agreement; and

(b) Promptly after completing the procedures and responses required under
domestic and  foreign competition  laws, KDDI  will transfer  to Sumitomo  the 
shares corresponding to 50% of  the total issued shares  of NJ owned by  KDDI, 
pursuant to the Shareholders Agreement.



Should Sumitomo and KDDI fail to acquire  all the issued common shares of  the 
Target Company (including the Target  Company's common shares to be  delivered 
upon the exercise  of Share  Options; however, excluding  the treasury  shares 
held by  the  Target  Company)  and Share  Options  (excluding,  however,  the 
treasury share options held by the  Target Company) in the Tender Offer,  then 
after the Tender Offer, notwithstanding the number of share certificates, etc.
tendered in the Tender Offer, Sumitomo  and KDDI plan to implement  procedures 
for either Sumitomo, KDDI, and  NJ, or Sumitomo and  KDDI, to acquire all  the 
issued shares of the Target  Company (excluding, however, the treasury  shares 
held by the Target Company) (details of which procedures are as stated in "(5)
Policy on  Reorganization,  etc. after  the  Tender Offer  (Matters  regarding 
So-Called Two-Tiered Acquisition)" below;  these series of transactions  which 
are intended for the Tender Offer and the subsequent acquisition by  Sumitomo, 
KDDI, and NJ,  or Sumitomo and  KDDI of all  the issued shares  of the  Target 
Company (excluding, however, the treasury  shares held by the Target  Company) 
are collectively referred to as the "Going Private Transaction").



As to the funds required for the Going Private Transaction, NJ is planning  to 
borrow such  funds  from  financial institutions,  etc.,  and,  if  necessary, 
Sumitomo and KDDI  would provide a  joint guaranty for  that borrowing in  the 
ratio of 50:50; in the meantime, KDDI will use its own funds and/or borrowings
from financial institutions, etc.



Please also refer to the "Structural Chart" attached hereto for an outline  of 
the Going Private Transaction.



(2) Background  to, and  Purpose of,  the Tender  Offer;  Decision-Making 
Process to Conduct  the Tender Offer;  and Management Policy,  etc. after  the 
Tender Offer



Sumitomo has been developing a wide range of business operations in the  media 
and lifestyle area. For more than 25 years since entering the media market in
1984 as a new  business, Sumitomo has  worked to spread  and expand its  media 
business in Japan. In particular, Sumitomo has positioned, as the core of its
media business, the cable TV  business providing customers with  multi-channel 
cable TV  services, high-speed  Internet  services, and  fixed-line  telephone 
services on  a  one-stop-shop  basis,  as  well  as  the  specialized  channel 
operation  business  for  cable  TVs  and  satellite  TVs.  Furthermore,   it 
proactively invested management  resources such  as capital  and personnel  in 
those business areas. As for the cable TV business, Sumitomo established  the 
Target Company  that  is a  Multiple  System Operator  (MSO)  supervising  and 
operating multiple cable TV  stations for the first  time in Japan in  January 
1995; furthermore, it  has continuously invested  its management resources  in 
the Target Company, thereby  leading to its growth.  In March 2005,  Sumitomo 
agreed to  list the  Target Company's  shares on  the JASDAQ  standard  market 
(which is a market operated by  the Osaka Securities Exchange Co., Ltd.)  (the 
"JASDAQ Market") as its  shareholder, and it has  worked to contribute to  the 
sustainable growth of the Target Company  by providing it with the  wide-range 
of management resources held by the  Sumitomo group, as well as to  contribute 
to the development  of the  cable TV industry  in Japan.  In September  2007, 
Sumitomo agreed to the Target Company's integration of the specialized channel
operations business, which is a major part of K.K. Jupiter TV's business  that 
Sumitomo had operated as its  core business, thereby strengthening the  Target 
Company's media business. Sumitomo  conducted a tender  offer in April  2010, 
and  it  has  supported  and  operated  the  Target  Company  as  its  largest 
shareholder, until today.



In  the  meantime,  as  the  only  comprehensive  telecommunications   carrier 
providing  both  mobile  communications  (au  mobile  phone)  and   fixed-line 
telecommunications  (broadband  Internet/telephone)  business,  KDDI  aims  to 
realize a new  telecommunications environment enabling  a seamless  connection 
under the brand of "au". KDDI launched its cable TV business in 1998 when  it 
started  providing  high-speed  Internet  services  using  cable  TV  via  its 
subsidiary; in 2005, it started providing  the "Cable-Plus Phone," which is  a 
fixed-line phone service for cable TVs. At  present, as KDDI is tied up  with 
90 cable  TV  carriers and  172  stations, it  has  gained about  1.8  million 
Cable-Plus Phone service  users, and  has made  efforts to  contribute to  the 
business development of the cable TV industry. In 2006, KDDI took a stake  in 
Japan Cablenet Limited ("JCN"),  which is the second-ranked  MSO in Japan  (in 
2007, it  became  KDDI's  consolidated  subsidiary)  resulting  in  full-scale 
participation in the management of the cable TV business. In July 2011,  KDDI 
took  a  stake  in  Community  Network  Center  Incorporated,  which  is   the 
third-ranked MSO in the industry carrying  out cable TV business in the  Chubu 
area.  KDDI  invested  in  the  Target  Company  in  February  2010,  thereby 
supporting the  operation  and  expansion of  the  Target  Company's  business 
jointly with Sumitomo.



The paid  multi-channel  broadcasting  market in  Japan  comprises  cable  TV, 
satellite multi-channel  broadcasting,  and  IP  broadcasting.  Although  the 
entire market scale is expected  to grow slowly in  the future, as a  mid-term 
trend the market is likely to shift from a growth stage to a maturing  stage. 
On the other  hand, the competition  environment will become  more severe  not 
only  due   to  competition   between   cable  TV,   satellite   multi-channel 
broadcasting, and  IP  broadcasting,  but  also  due  to  the  change  of  the 
environment including prevalence of new devices such as smartphones and tablet
terminals, the expansion  of various  Internet services, the  creation of  new 
services resulting  from customers'  changing  lifestyles, and  the  resultant 
competition with those service providers. Reflecting such changes in both the
business and  competition  environments, tie-ups  between  paid  multi-channel 
operators (including  cable  TV  operators),  media  operators,  and  Internet 
service providers will  accelerate across  their business  areas; moreover,  a 
change in industry structure is also anticipated.



Similar to the paid multi-channel broadcasting market, although the fixed-line
broadband market in Japan is also expected  to grow slowly in the future,  the 
market is  likely to  shift from  a  growth stage  to a  maturing stage  as  a 
mid-term trend. Further, in recent  years, wireless Internet access has  been 
accelerating,  resulting  in  competition  between  the  fixed-line  broadband 
business and the  wireless Internet  business, or creation  of a  new form  of 
service arising from a fusion or supplementation of both businesses; thus, the
industry is  facing a  turning point.  In addition,  while various  kinds  of 
services are developing, customers' needs are changing; thus, the industry  is 
in an era where  services tailored to the  opportunities and purposes of  each 
user are sought.



In June 2010, Sumitomo, KDDI, and the Target Company executed a memorandum  of 
understanding regarding discussing an alliance between them, and Sumitomo  and 
KDDI agreed to cooperate  with each other  to the maximum  extent in order  to 
improve  the  corporate  value  of  the  Target  Company.  Pursuant  to  this 
agreement, Sumitomo  further  strengthened  a tie-up  between  a  wide-ranging 
business base such as the media retail network-related business and the Target
Company, and  transferred  to the  Target  Company  the shares  of  Asmik  Ace 
Entertainment, Inc., a subsidiary  of which Sumitomo  has took the  management 
initiative for a long time, thereby contributing to the Company's strategy  of 
developing unique content.

Pursuant to the agreement on the above-mentioned alliance, KDDI started  cross 
sales (selling the services of the Target Company and KDDI to each other) from
August 2010 in the Kansai area, thereby expanding the alliance with the Target
Company in terms of sales and marketing. In December 2010, the Target Company
started providing a wireless Internet  service using the WiMAX  infrastructure 
(MVNO) of UQ  Communications Inc., which  is an affiliate  of KDDI. In  April 
2011, the  Target Company  started providing  the "J:COM  PHONE-Plus"  service 
utilizing the platform for KDDI's "Cable-Plus  Phone", the number of users  of 
which has increased to as many as 680,000 customers of the Target Company. In
February 2012,  furthermore,  it  started  providing "au  Smart  Value"  as  a 
discount service  combining its  smartphone, the  users of  which are  rapidly 
increasing, with the Target  Company's fixed-line telecommunications  services 
(the Internet,  fixed-line phone),  having attracted  many customers  for  the 
Target Company,  thereby promoting  various measures  to expand  its  customer 
base. In  terms  of infrastructure,  in  March 2012,  KDDI  started  shifting 
interexchange channels connecting service areas of the Target Company in  five 
major  metropolitan  areas  in  Japan  to  KDDI's  IP  core  network,  thereby 
addressing the improved reliability of  the Target Company's service and  cost 
reduction.



Recently, Sumitomo and KDDI have come  to share the understanding that due  to 
the business  environment  outlook stated  above,  in order  to  maintain  and 
improve the  Target Company's  competitive advantage  and realize  the  Target 
Company's sustainable growth  by permanently  providing high-quality  services 
satisfactory to customers, it is extremely important to further accelerate the
process of deepening the alliance  between the three companies by  proactively 
investing in the Target Company  management resources held by both  companies. 
Sumitomo and KDDI concluded  that it would  be best for  them to conduct  the 
Going Private Transaction, and jointly manage the Target Company equally at an
investment ratio of 50:50.



After the Tender Offer,  the Target Company will  shift to a joint  management 
scheme by Sumitomo and KDDI; it  will be delisted after taking the  prescribed 
procedures. In managing the delisted  Target Company, Sumitomo and KDDI  will 
establish and implement  various strategies rapidly  and flexibly, and  invest 
management resources of both companies in the Target Company based on the idea
of joint  management  by both  companies,  thereby permanently  improving  the 
Target Company's corporate value.



More specifically, while maintaining the mid-term policy of being a  community 
service partner  by enhancing  the community-based  services that  the  Target 
Company is currently promoting, and shifting to a comprehensive media business
group by enhancing the media content business, Sumitomo and KDDI will follow a
new policy  where after  the Target  Company acquires  all its  common  shares 
subject to wholly  call, it  will integrate  JCN in  the KDDI  group with  it, 
thereby  promoting  business-scale  expansion  by  integrating  the  cable  TV 
business of  both  companies  and  their  sustainable  growth.  In  addition, 
Sumitomo will continue to  maintain a good  relationship with stakeholders  in 
the  Target  Company's  business  developed  since  the  Target  Company   was 
established in 1995, including the competent authorities, the Japan Cable  and 
Telecommunications Association, local governments, and local shareholders,  in 
its business areas, and  Sumitomo will continue  to provide experienced  human 
resources.  Furthermore,  Sumitomo  will  use  its  media-industry  knowledge 
including that related to broadcasting and movies which it has developed  over 
more than 20 years since its  market entry, and deepen tie-ups within  various 
business areas such  as retail, IT,  and real estate.  In the meantime,  KDDI 
will provide the  Target Company  with the management  resources developed  by 
KDDI so far for  the cable TV  business. In addition,  KDDI will utilize  its 
technological development  abilities  to realize  the  new  telecommunications 
environment with seamless  connections as  a comprehensive  telecommunications 
carrier with  both mobile  and fixed-line  telecommunications to  develop  the 
Target Company's  services,  and to  further  support the  Target  Company  in 
providing new video broadcasting service experiences to its customers tied  up 
with a state-of-the-art  smartphone. By doing  so, Sumitomo and  KDDI aim  to 
further develop the Target Company to realize even more growth.



After the Tender  Offer expires,  the Target  Company will  be a  consolidated 
subsidiary of KDDI.



On the  other  hand, according  to  the  Target Company,  the  Target  Company 
received  from  Sumitomo  and  KDDI  a  preliminary  explanation  about  their 
intention to conduct the Tender Offer and a subsequent series of procedures as
set forth  in "(5)  Policy  on Reorganization,  etc.  after the  Tender  Offer 
(Matters related to the So-Called Two-Tiered Acquisition)" (collectively,  the 
"Transactions") on September 28, 2012. Then the Target Company retained  Mori 
Hamada & Matsumoto  as its  legal advisor  and Mitsubishi  UFJ Morgan  Stanley 
Securities Co.,  Ltd.  ("Mitsubishi UFJ  Morgan  Stanley Securities")  as  its 
financial advisor. After the  retention, Sumitomo and  KDDI submitted to  the 
Target Company a written proposal on the Transaction dated on October 15, 2012
(the "October 15, 2012 Proposal"), and explained the Transactions.



As set forth in "(4)  (iii) The Target Company's  Acceptance of a Share  Price 
Valuation Report and  Fairness Opinion  from a  Third-Party Calculation  Agent 
Independent of the Tender Offerors" the Target Company has received a fairness
opinion dated  October 23,  2012 (the  "Fairness Opinion")  by Mitsubishi  UFJ 
Morgan Stanley Securities that  states that the Tender  Offer Price, which  is 
employed for the Transactions, is  fair for the Target Company's  shareholders 
(excluding the  Tender Offerors,  Etc.  and their  related companies)  from  a 
financial point of view and an explanation of its content, as well as a  share 
price valuation report (the "Share Price Valuation Report") dated the same day
and an  explanation regarding  the valuation  of the  Target Company's  common 
shares. Furthermore,  the Target  Company has  been advised  of the  purchase 
price for the Share Options by Mitsubishi UFJ Morgan Stanley Securities.



According to the Target Company,  it had careful discussions and  deliberation 
based on the content of the report from the third-party committee as set forth
in "(4) (ii) Establishment of Independent Third-Party Committee by the  Target 
Company", as  well as  receiving  advice from  Mitsubishi UFJ  Morgan  Stanley 
Securities and Mori Hamada & Matsumoto.



According to the Target  Company, it, at its  board of directors meeting  held 
today, determined that  the Tender  Offer Price  is appropriate  and that  the 
Tender Offer provides its shareholders  with a reasonable opportunity to  sell 
their shares based on the aforementioned discussion and deliberation,  because 
(i) conducting the Transactions is  considered to help increase the  corporate 
value of  the  Target Company  through  the business-scale  expansion  by  the 
integration of the  cable TV  businesses of JCN  and the  Target Company,  the 
efficient use of the management resources  of Sumitomo and KDDI, the  deepened 
interconnection with the  business areas  of Sumitomo and  KDDI including  the 
media industry, and the like; (ii) the  Tender Offer Price is included in  the 
range of  the valuation  by the  DCF  analysis in  the Share  Price  Valuation 
Report, located in the vicinity of the middle of the result of the  valuation, 
and exceeds the upper  end of the  valuation range by  the market share  price 
analysis and the comparable companies analysis,  as well as the fact that  the 
Target Company  has received  a written  opinion (the  Fairness Opinion)  that 
states that the Tender Offer Price, which is employed for the Transactions, is
fair for the  Target Company's  shareholders (excluding  the Tender  Offerors, 
Etc. and their  related companies)  from a financial  point of  view, and  the 
Tender Offer  Price represents,  on  the market  share  price for  the  Target 
Company,  a  premium  comparable  to  the  level  of  premiums  in   precedent 
transactions similar  to  the Transactions.  As  for the  Share  Options,  in 
addition, since  the  purchase price  for  the  Share Options  is  the  amount 
obtained by multiplying the Tender Offer Price less the exercise price for the
Share Options by  the number of  shares underlying one  (1) Share Option,  the 
Target Company's  board of  directors  has determined  that the  Tender  Offer 
provides the holders  of the Share  Options with a  reasonable opportunity  to 
sell them.



(3) Agreement on Joint Management of the Target Company between  Sumitomo 
and KDDI



Sumitomo and KDDI have executed the Shareholders Agreement regarding the joint
operation of the Target Company.



As to the management system of the Target Company after completing the account
settlement of  the Tender  Offer, Sumitomo  and KDDI  have prescribed  in  the 
Shareholders Agreement that Sumitomo and KDDI  will have the right to  appoint 
the same number of directors,  company auditors, and representative  directors 
of the Target Company. After completing the account settlement for the Tender
Offer, Sumitomo and  KDDI plan  to establish a  joint managing  system of  the 
Target Company based on an investment ratio of 50:50.



Until the Target Company  is delisted, one  person satisfying the  independent 
officer requirement stipulated in the  rules of the Osaka Securities  Exchange 
will be elected as a company auditor of the Target Company.



After the Target Company acquires all its  common shares, all of which may  be 
acquired by the  Target Company by  a resolution of  its shareholders  meeting 
("common shares subject to wholly call"), Sumitomo and KDDI plan to conduct an
absorption-type merger  in which  the  Target Company  will be  the  surviving 
company and NJ will be the absorbed company (the "Merger"). As stated in "(2)
Background to  and Purpose  of the  Tender Offer;  Decision-Making Process  to 
Conduct the Tender Offer; and Management Policy, etc. after the Tender  Offer" 
above, Sumitomo and KDDI  will follow a policy  under which, after the  Target 
Company acquires all  its common  shares subject  to wholly  call, the  Target 
Company will integrate JCN,  which is a  member of the KDDI  group , into  the 
Target Company, and they plan to promote the expansion and sustainable  growth 
of the business by integrating the cable TV business of the Target Company and
JCN. Regarding the specific terms of  the integration of JCN into the  Target 
Company, Sumitomo and KDDI plan to  start discussions with the Target  Company 
after the Tender Offer is completed. However, Sumitomo and KDDI plan to carry
out the integration of JCN into  the Target Company promptly after the  Target 
Company has acquired all its common  shares subject to wholly call  (scheduled 
about two months after the said acquisition).



(4) Measures to Ensure the Fairness  of the Price for the Purchase,  etc. 
and to Avoid Conflicts of Interest



Sumitomo and  KDDI hold  in the  aggregate  a majority  of the  voting  rights 
regarding the common shares of the Target Company as of October 24, 2012.  In 
addition, some members of  the board of directors  of the Target Company  have 
certain interests in  Sumitomo and  KDDI: among  the directors  of the  Target 
Company, two directors concurrently serve as representative directors of KDDI,
one as a representative director of Sumitomo, and one as a Sumitomo  employee; 
and among the  company auditors  of the  Target Company,  one company  auditor 
concurrently serves as a  KDDI employee, and one  as a Sumitomo employee.  In 
light of the foregoing,  Sumitomo and KDDI and  the Target Company have  taken 
the following measures in  order to ensure the  fairness of the Tender  Offer, 
including measures to ensure  the fairness of the  tender offer price for  the 
Target Company's common  shares and the  Share Options and  measures to  avoid 
conflicts of interest. (The  following description of  the measures taken  by 
the Target  Company  is based  on  the  explanations provided  by  the  Target 
Company.)



  (i) Measures  to  Ensure  Fairness  of the  Tender  Offer  by  Tender 
  Offerors, Etc.



Sumitomo has retained and requested advice from Goldman Sachs Japan Co.,  Ltd. 
("Goldman Sachs") as its financial advisor, and Nagashima Ohno & Tsunematsu as
its legal adviser, and  KDDI has retained and  requested advice from  JPMorgan 
Securities Japan  Co.,  Ltd. ("J.P.  Morgan")  as its  financial  advisor  and 
Nishimura &  Asahi  as its  legal  adviser. Taking  into  consideration  such 
advice, each of Sumitomo and KDDI  has carefully discussed and deliberated  in 
order to avoid arbitrariness  in the decision-making  process with respect  to 
the Tender Offer.



Upon the consummation of the Tender  Offer and the Going Private  Transactions 
by KDDI and NJ, an entity in which Sumitomo and KDDI are each expected to  own 
the same number of voting rights, Sumitomo expects to beneficially own 50%  of 
the voting  rights  in the  Target  Company.  Therefore, in  the  process  of 
determining the tender offer price proposed  to be paid for each common  share 
of the Target Company in connection  with the Tender Offer (the "Tender  Offer 
Price"), Sumitomo  requested Goldman  Sachs, a  financial advisor  independent 
from Sumitomo,  the Target  Company and  KDDI, to  perform financial  analyses 
regarding the Target Company's common shares, and received from Goldman  Sachs 
the financial  analyses  report  (santei-sho)  dated  October  24,  2012  (the 
"Goldman Sachs  Report") prepared  by  Goldman Sachs.  For the  avoidance  of 
doubt, the Goldman Sachs  Report does not address  the purchase price for  the 
Share Options. The Tender Offer Price of 110,000 yen in cash per common share
of the Target  Company was determined  by Sumitomo, using  as a reference  the 
results of  the  financial analyses  of  the Target  Company's  common  shares 
conducted by Goldman Sachs, and taking into consideration the market trend  of 
the share  price of  the Target  Company's common  shares, the  likelihood  of 
obtaining the support  of the  Target Company for  the Tender  Offer, and  the 
likelihood of  a successful  completion  of the  Tender Offer,  together  with 
examples of  the  premiums  implied  in  precedent  tender  offers  for  share 
certificates etc.  by entities  other than  the  issuers at  the time  of  the 
announcement of their tender offer prices, all considered as a whole, as  well 
as taking into account  the consultations and negotiations  with KDDI and  the 
Target Company. Details of Goldman Sachs' financial analyses and the  Goldman 
Sachs Report  are described  in "(4)  Basis, etc.  of the  Financial  Analyses 
Regarding the Price for  the Purchase, etc." in  "2. Outline of the  Purchase, 
etc.". Goldman Sachs does not constitute as a related party of Sumitomo,  the 
Target Company, or KDDI, nor does  it have any material interests that  should 
be noted in  connection with the  Tender Offer. In  addition, although NJ  is 
planning to  conduct a  tender offer  for the  Share Options  pursuant to  the 
Shareholders Agreement,  the  purchase price  for  the Share  Options  is  not 
included within the scope of  Goldman Sachs' financial analyses regarding  the 
Target Company's common shares or the Goldman Sachs Report.



For the purpose of  ensuring the fairness  of the Tender  Offer Price, in  the 
process of determining the Tender Offer  Price, KDDI requested J.P. Morgan  as 
an independent financial advisor to  perform financial analyses of the  Target 
Company's common shares, and received from J.P. Morgan a share price valuation
report dated October 23, 2012 (the  "J.P. Morgan Report"). For the  avoidance 
of doubt, the  purchase price for  the Share  Options is not  included in  the 
scope of the J.P.  Morgan Report. The  Tender Offer Price  of 110,000 yen  in 
cash per common share of the Target Company was determined by KDDI, using as a
reference  the  results  of  J.P.  Morgan's  financial  analyses,  while  also 
comprehensively taking into consideration the  result of the due diligence  on 
the Target  Company,  the  market trend  of  the  share price  of  the  Target 
Company's common  shares, the  likelihood of  obtaining the  support from  the 
Target Company  for the  Tender  Offer, and  the  likelihood of  a  successful 
completion of the  Tender Offer, together  with the examples  of the  premiums 
implied in precedent tender offers by  entities other than the issuers at  the 
time of the announcement of their tender offer prices, as well as consultation
and negotiation with Sumitomo and the Target Company. Details of J.P. Morgan'
financial analyses and  the J.P. Morgan  Report are described  in "(4)  Basis, 
etc. of the Financial Analyses Regarding the Price for the Purchase, etc."  in 
"2. Outline of the Purchase, etc.".



In addition, KDDI has  been provided with a  fairness opinion by J.P.  Morgan, 
which, on the  basis of and  subject to certain  assumptions, states that  the 
Tender Offer Price is fair to KDDI from a financial point of view. 



For the avoidance of doubt, J.P. Morgan does not constitute a related party of
KDDI, the Target  Company, or Sumitomo,  nor does it  have any interests  that 
should be disclosed in connection with  the Tender Offer. Moreover, while  NJ 
is planning to conduct a  tender offer for the  Share Options pursuant to  the 
Shareholder Agreement,  the  fairness of  the  purchase price  for  the  Share 
Options is not included in the scope of J.P. Morgan's fairness opinion.



Due to the news report on October 20, 2012, about the Tender Offer, the  share 
price of the Target Company is considered to have appreciated in a manner that
substantially incorporates the  occurrence of  the Tender  Offer. The  Tender 
Offer Price of 110,000 yen  in cash per common  share represents a premium  of 
approximately 33.0% (rounded off to two decimal places; hereinafter the  same) 
on 82,700  yen,  the  closing price  of  the  regular trading  of  the  Target 
Company's common shares on the JASDAQ Market on October 19, 2012 (the business
day immediately  prior to  the business  day which  was affected  by the  news 
report); a premium of approximately 37.8% on 79,824 yen, the simple average of
closing prices of the  regular trading of the  Target Company's common  shares 
for the last one (1) month ending  October 19, 2012 (from September 20,  2012, 
to October 19,  2012); a  premium of approximately  39.3% on  78,961 yen,  the 
simple average  of  closing  prices  of the  regular  trading  of  the  Target 
Company's common shares for the last three (3) months ending October 19,  2012 
(from July 20,  2012, to  October 19, 2012);  and a  premium of  approximately 
35.8% on  81,028 yen,  the simple  average of  closing prices  of the  regular 
trading of the  Target Company's  common shares for  the last  six (6)  months 
ending October 19, 2012 (from April 20, 2012, to October 19, 2012). Moreover,
the Tender Offer Price represents a discount of approximately 2.4% on  112,700 
yen, the closing price on October 23, 2012, the business day immediately prior
to the business day which Sumitomo and KDDI determined the Tender Offer Price.



  (ii) Establishment of Independent Third-Party Committee by the  Target 
  Company



According to the Target Company, the Target Company held a board of  directors 
meeting on October 9, 2012 and  the board of directors resolved the  following 
matters:

(a) to  establish  a third-party  committee  consisting of  members  with 
expertise, such as attorneys and certified public accountants, who are  highly 
independent of the Target Company, Sumitomo, and KDDI;

(b) to consult with  the third-party committee  on the following  matters 
(the "Delegated  Matters"):  (I)  to  deliberate whether  or  not  the  Target 
Company's board of directors should express its opinion in favor of the Tender
Offer, and if it should, whether the Target Company should express its opinion
to recommend  the  acceptance of  the  Tender  Offer, and  advise  the  Target 
Company's  board  of   directors,  and   (II)  to  consider   whether  it   is 
disadvantageous for the  Target Company's minority  shareholders, even if  the 
Target Company's board of directors decides to express its opinion in favor of
the Tender  Offer and  recommend the  acceptance of  the Tender  Offer and  to 
decide the implementation of the procedures for the acquisition by the  Tender 
Offerors, Etc. of all  of the issued  shares of the  Target Company after  the 
Tender Offer.

(c) to  entrust  the  appointment  of  the  members  of  the  third-party 
committee to Mr. Tomoya Aoki,  Mr. Mineo Fukuda, and  Mr. Toru Kato, three  of 
the directors of  the Target Company,  excluding Mr. Ryosuke  Yamazoe and  Mr. 
Yoshiki Nakai (who had  been officers or employees  of Sumitomo or KDDI  until 
relatively  recently),  on  condition  that  the  number  of  members  of  the 
third-party committee should be three and the members are to be appointed from
among  persons  with  expertise,  such  as  attorneys  and  certified   public 
accountants, who are highly independent from the Target Company, Sumitomo, and
KDDI,



Pursuant to  the  resolution,  Mr.  Aoki, Mr.  Fukuda,  and  Mr.  Kato  Waseda 
established the third-party committee by  appointing, as the members  thereof, 
Mr. Shiro  Kuniya, an  attorney at  Oh-Ebashi LPC  & Partners,  Mr.  Nobumichi 
Hattori, a visiting professor  of the Graduate  School of Finance,  Accounting 
and Law of Waseda University, and  Mr. Toru Mio, a representative director  of 
Mio & Company Inc. and Oct Advisors Inc., concurrently.



After receiving the October 15, 2012 Proposal, the third-party committee  held 
its first meeting on October 15, 2012, and since then, five meetings were held
in total until October 23, in  which the Delegated Matters were discussed  and 
examined. For the  discussion and examination  by the third-party  committee, 
information regarding  the Transactions  was collected  through the  following 
methods: (a) the Target  Company was asked to  explain its business plan,  the 
impact of the Transactions  on the corporate value  of the Target Company  and 
the like, and question-and-answer sessions about these matters were conducted;
(b) the Target Company was also asked to explain the result of the share price
valuation  conducted  by  Mitsubishi   UFJ  Morgan  Stanley  Securities,   and 
question-and-answer sessions about it were conducted; (c) questionnaires  were 
sent to Sumitomo and  KDDI three times, and  Sumitomo and KDDI answered  them; 
(d) the Target Company and  Mitsubishi UFJ Morgan Stanley Securities  reported 
the process of the negotiation regarding the Tender Offer Price with  Sumitomo 
and KDDI, and question-and-answer sessions  about it were conducted; (e)  Mori 
Hamada & Matsumoto explained the decision-making process of the Target Company
and other matters regarding the Transactions, and question-and-answer sessions
about these matters  were conducted;  and (f)  in addition  to the  foregoing, 
relevant materials regarding the Transactions were submitted.



The third-party committee discussed and examined the Delegated Matters, and at
the meeting held on October  23, 2012, by an  unanimous resolution of all  the 
members, the third-party committee reported  to the Target Company's board  of 
directors that  (a)  it is  appropriate  for  the Target  Company's  board  of 
directors to express its opinion in favor  of the Tender Offer and to  express 
its opinion to recommend the acceptance of  the Tender Offer, and (b) that  it 
is not disadvantageous for the Target Company's minority shareholders, even if
the Target Company's  board of  directors decides  to express  its opinion  in 
favor of the Tender Offer and recommend the acceptance of the Tender Offer and
to decide the  implementation of  the procedures  for the  acquisition by  the 
Tender Offerors, Etc. of all of the issued shares of the Target Company  after 
the Tender Offer. The third-party committee also submitted its written report
to the Company's board of directors on the same day.



Each member of the third-party committee has expertise, and is independent  of 
the Target Company, Sumitomo, and KDDI; the Target Company has determined that
each member  of the  third-party  committee does  not  have any  conflicts  of 
interest with  the  Target  Company's  shareholders  in  connection  with  the 
Transactions.



  (iii) The Target Company's Acceptance of a Share Price Valuation Report
  and Fairness Opinion from a  Third-Party Calculation Agent Independent  of 
  the Tender Offerors



In assessing  the  Tender  Offer  Price,  the  Target  Company  has  requested 
Mitsubishi UFJ Morgan Stanley Securities,  a financial advisor independent  of 
the Company and the Tender Offerors, Etc., to evaluate the share value of  the 
Company's common  shares, and  received the  Share Price  Valuation Report  on 
October 23, 2012. The results of the analyses of the Target Company's  shares 
by Mitsubishi UFJ Morgan Stanley Securities are as follows:



Market Share Price Analysis: 78,961 yen to 82,700 yen per share

Comparable Companies Analysis: 61,125 yen to 89,420 yen per share

DCF analysis: 97,473 yen to 123,014 yen  per 
share



In the market share price  analysis, Mitsubishi UFJ Morgan Stanley  Securities 
used October 19, 2012 (the business  day immediately before October 20,  2012, 
which had  a news  report speculating  regarding the  purchase, etc.  of  the 
Target Company's shares) as the base date, and evaluated the value per  common 
share of the Target Company with a range from 78,961 yen to 82,700 yen,  based 
on the closing price on the base date (82,700 Yen), the average closing prices
for the last one (1)  month (79,824 Yen), the  average closing prices for  the 
last three (3) month (78,961 Yen), and the average closing prices for the last
six (6) month (81,028 Yen), of the common shares on the JASDAQ Market.



In the comparable companies analysis, Mitsubishi UFJ Morgan Stanley Securities
evaluated the value per common share of  the Target Company with a range  from 
61,125 yen to 89,420  yen, through the comparison  of the market share  prices 
and the financial indicators  representing profitability and  the like of  the 
Target  Company  and  listed  companies  engaging  in  businesses  that   were 
relatively similar to the Target Company's businesses.



In the DCF analysis,  Mitsubishi UFJ Morgan  Stanley Securities evaluated  the 
value per common share of the Target  Company with a range from 97,473 yen  to 
123,014 yen, by discounting the cash flow that the Target Company is  expected 
to generate in the future by a range of discount rates, based on the interview
with the Target Company's  management, the trend of  the operating results  of 
the Target Company right up through to date, and the future profit forecast of
the Target  Company.  No  significant  increase or  decrease  in  profit  is 
expected in  the business  plans and  financial forecasts,  on which  the  DCF 
analysis was based.



In  addition,  the  Target  Company  has  received  the  Fairness  Opinion  by 
Mitsubishi UFJ Morgan  Stanley Securities  that states that  the Tender  Offer 
Price, which  is  employed  for  the Transactions,  is  fair  for  the  Target 
Company's shareholders (excluding the Tender Offerors, Etc. and their  related 
companies) from  a  financial point  of  view.  Moreover, as  for  the  Share 
Options, although  the Target  Company  has received  no valuation  report  or 
fairness opinion from a third-party calculation agent, the Target Company  has 
been advised of  the purchase  price of the  Share Options  by Mitsubishi  UFJ 
Morgan Stanley Securities.



For the avoidance of doubt, Mitsubishi UFJ Morgan Stanley Securities does  not 
constitute a  related  party of  the  Target Company,  nor  does it  have  any 
material interests in the Tender Offer.



(Note)

As for  (iii) above,  the Target  Company has  received, from  Mitsubishi  UFJ 
Morgan Stanley Securities, a supplemental explanation regarding the disclosure
and disclaimers of the Share Price Valuation Report and fairness opinion  (the 
"Target Company Valuation Report, Etc.")  that were prepared and submitted  by 
Mitsubishi UFJ Morgan Stanley Securities at the Target Company's request. For
the details, please refer to the following:



In submitting  the  Share  Price  Valuation Report  and  stating  the  opinion 
contained in  the  Fairness  Opinion and  conducting  the  financial  analyses 
underlying the opinion,  Mitsubishi UFJ Morgan  Stanley Securities has  relied 
upon the  assumptions whereunder  all information  that was  furnished by,  or 
discussed with, the Target Company, all other information that was reviewed by
or on  behalf  of  Mitsubishi  UFJ Morgan  Stanley  Securities,  and  publicly 
available information, was accurate and complete, and that there are no  facts 
that could  materially  affect  the  analyses  and  valuation  of  the  Target 
Company's common  shares; Mitsubishi  UFJ Morgan  Stanley Securities  has  not 
independently verified  (nor  has  Mitsubishi UFJ  Morgan  Stanley  Securities 
assumed responsibility  or liability  for  independently verifying)  any  such 
information.



Moreover, Mitsubishi  UFJ  Morgan  Stanley Securities  has  not  independently 
evaluated or  assessed,  nor  has  it been  provided  with  any  valuation  or 
appraisal of, the assets  and liabilities (including off-balance-sheet  assets 
and liabilities and  other contingent liabilities).  In addition,  Mitsubishi 
UFJ Morgan  Stanley  Securities assumes  that  the information  regarding  the 
Target Company's businesses, operation,  financial conditions, prospects,  and 
synergies, was reasonably prepared by the Target Company's management based on
their  best  estimates  and   judgment  available  at  present.   Furthermore, 
Mitsubishi UFJ Morgan Stanley Securities expresses no view as to such analyses
or forecasts (including the synergies) or  the assumptions on which they  were 
based.



The Target  Company Valuation  Report,  Etc. and  analyses by  Mitsubishi  UFJ 
Morgan Stanley Securities have been provided solely for the information of the
board of directors of the Target Company and they are prepared solely for  the 
use by the board  of directors of  the Target Company  in connection with  the 
Transactions. Therefore, they must  not be relied upon  or used by any  other 
persons for  any other  purposes. Mitsubishi  UFJ Morgan  Stanley  Securities 
expresses no opinion  or recommendation to  the Target Company's  shareholders 
regarding whether to accept the Tender Offer or not. 



The Target  Company Valuation  Report,  Etc. and  analyses by  Mitsubishi  UFJ 
Morgan Stanley Securities  are based on  economic, currency exchange,  market, 
and other conditions  and trends as  of the Target  Company Valuation  Report, 
Etc., and  on  the information  available  to Mitsubishi  UFJ  Morgan  Stanley 
Securities as of  the said date.  It should be  understood that  developments 
after the base date may  affect the content of the  analyses, or there may  be 
factors the impact of which cannot be  measured as of the said date, and  that 
Mitsubishi UFJ  Morgan Stanley  Securities  does not  have any  obligation  to 
update, revise, or reaffirm its opinion.



Mitsubishi UFJ Morgan Stanley  Securities will receive a  fee from the  Target 
for Mitsubishi UFJ Morgan Stanley Securities' services, a substantial  portion 
of which will become payable only if the Tender Offer is consummated.



Mitsubishi UFJ  Morgan  Stanley  Securities  or  its  related  companies  have 
provided services as a financial advisor and relating to finance to the Target
Company, Sumitomo, and KDDI and their respective related companies within  two 
years before October  23, 2012, and  have received fees  as consideration  for 
these services. Moreover,  Mitsubishi UFJ  Morgan Stanley  Securities or  its 
related companies may provide these services to the Target Company,  Sumitomo, 
and the Tender Offerors and their respective related companies in the  future, 
and may receive fees as consideration for these services in the future.



  (iv) Advice from Law Firm Independent of the Tender Offerors



The Target Company has received  advice on the procedure's legality  regarding 
the Tender Offer and the method and fairness of the decision-making process of
the Target Company's board  of directors meeting by  Mori Hamada &  Matsumoto, 
the Target Company's  legal advisor  independent of the  Tender Offerors,  and 
carefully examined the terms for the Target Company to accept the Transactions
proposed by  Sumitomo and  KDDI, the  specific terms  and procedures  for  the 
Tender Offer, and various terms such as the time of implementation thereof.



  (v) Approval of  All Directors  and Consent of  All Company  Auditors 
  Without Interests



Based on the explanation on the Transactions from Sumitomo and KDDI, the Share
Price Valuation Report and the  Fairness Opinion received from Mitsubishi  UFJ 
Morgan Stanley  Securities, legal  advice from  Mori Hamada  & Matsumoto,  the 
content of the report of the  third-party committee, etc., the Target  Company 
has carefully discussed and deliberated the various terms regarding the Tender
Offer.



As a  result, at  the Target  Company's  board of  directors meeting  held  on 
October 24, 2012, the Target Company has resolved by the unanimous vote of all
directors present,  excluding  Mr. Ryosuke  Yamazoe,  and Mr.  Yoshiki  Nakai, 
directors  who  waived  voting  on  the  resolution  from  the  viewpoint   of 
maintaining fairness. Out  of the five  (5) directors present  at the  Target 
Company's board of directors meeting, excluding Mr. Yoshio Osawa, Mr. Hirofumi
Morozumi, Mr. Makoto Takahashi,  Mr. Daisuke Mikogami,  Mr. Shuichi Mori,  and 
Mr. Shunsuke Oyama, it resolved, as  the Target Company's current opinion,  to 
express its  opinion in  favor of  the  Tender Offer  and recommend  that  the 
shareholders and share option holders of the Target Company accept the  Tender 
Offer, if the Tender  Offer has commenced  with the details  set forth in  the 
press release regarding the Tender Offer.



Two (2) company auditors of Mr.  Kunio Fujimoto, a full-time company  auditor, 
and Mr.  Katsuyuki Yamaguchi,  a  company auditor,  who  were present  at  the 
relevant board of directors meeting, have  stated their opinions that they  do 
not object to the resolution above.



Among eleven (11) directors  of the Target Company,  three (3) directors,  Mr. 
Yoshio Osawa, Mr. Hirofumi Morozumi, and Mr. Makoto Takahashi who concurrently
serve as representatives of Sumitomo or KDDI, did not attend, nor were counted
in the quorum of  any board of directors  meeting regarding the  Transactions, 
including the board  of directors meeting  held today, as  being persons  with 
special interests  in  the  resolution  at  the  board  of  directors  meeting 
regarding the  Transactions.  None of  the  three (3)  directors  above  have 
participated in  the examination  of the  Transactions or  the discussions  or 
negotiations with Sumitomo and  KDDI regarding the  Transactions on behalf  of 
the Target Company. Also, Mr. Daisuke Mikogami, a director, who  concurrently 
serves as  an officer  or employee  of  Sumitomo and  Mr. Ryosuke  Yamazoe,  a 
director and Mr. Yoshiki Nakai, a director, who had been officers or employees
of Sumitomo or  KDDI until relatively  recently, did not  attend any board  of 
directors meeting regarding the Transactions, including the board of directors
meeting held  today, nor  have they  participated in  the examination  of  the 
Transactions or  the  discussions  or  negotiations  with  Sumitomo  and  KDDI 
regarding the  Transactions  on  behalf  of  the  Target  Company,  given  the 
possibility of conflicts of interest.



Out of  five (5)  other directors,  Mr. Ryosuke  Yamazoe, a  director and  Mr. 
Yoshiki Nakai, a director, who have been officers or employees of Sumitomo  or 
KDDI until relatively recently, have attended the board of directors  meetings 
on the Transactions, including the board of directors' meeting held today from
the viewpoint of ensuring that the quorums of the board of directors  meetings 
are  met.  However,  from  the  viewpoint  of  maintaining  the  resolution's 
fairness, they did not speak at the board of directors meetings regarding  the 
Transactions, nor did they participate in any examination of the  Transactions 
or the  discussions  or negotiations  with  Sumitomo and  KDDI  regarding  the 
Transactions on behalf of the Target Company.



Out of four  (4) Company  auditors, Mr.  Toshifumi Shibuya  and Mr.  Kenichiro 
Takagi, who concurrently  serve as  employees of  Sumitomo or  KDDI, have  not 
attended any board of directors meetings regarding the Transactions, including
the board of directors' meeting held today, from the viewpoint of  maintaining 
the resolution's fairness and neutrality. Mr. Katsuyuki Yamaguchi, a  company 
auditor, is an attorney who belongs to  Nishimura & Asahi, a legal advisor  of 
KDDI for the Transactions. However,  according to Mr. Yamaguchi, measures  to 
block the flow  of information between  the attorneys who  are engaged in  the 
instant case at Nishimura & Asahi have been implemented.



(5) Policy  on  Reorganization,  etc. after  the  Tender  Offer  (Matters 
related to the So-Called Two-Tiered Acquisition)



As stated in  "(1) Outline of  the Tender  Offer" and "(2)  Background to  and 
Purpose of the  Tender Offer;  Decision-Making Process to  Conduct the  Tender 
Offer; and Management Policy, etc. after the Tender Offer" above, Sumitomo and
KDDI purports to delist  the Target Company  and to make  the ratio of  voting 
rights held by each of Sumitomo and KDDI in the Target Company to be 50%.  If 
all of the issued common shares of the Target Company (including common shares
of the  Target Company  to be  delivered  by the  exercise of  Share  Options; 
however, excluding the treasury shares held  by the Target Company) cannot  be 
acquired  in  the   Tender  Offer,   notwithstanding  the   number  of   share 
certificates, etc.  tendered in  the  Tender Offer,  it is  contemplated  that 
Sumitomo, KDDI and NJ,  or Sumitomo and  KDDI will acquire  all of the  issued 
shares of the Target Company (excluding, however, the treasury shares held  by 
the Target Company) in  the manner described  below. Specifically, after  the 
completion of the  account settlement of  the Tender Offer,  in order to  make 
only Sumitomo, KDDI, and NJ, or  Sumitomo and KDDI, the Target Company's  only 
shareholders, the following is planned to be requested of the Target  Company, 
which is a company with class shares as provided for in the Companies Act (Act
No. 86 of 2005, as amended; the "Companies Act"):



(i) to partially amend the  articles of incorporation such as  subjecting 
all the common shares issued by the Target Company to wholly call (meaning the
provision on the matters provided in  Article 108, paragraph 1, item (vii)  of 
the Companies Act; hereinafter the same);



(ii) to acquire all common shares of the Target Company subject to  wholly 
call (excluding, however, the treasury shares held by the Target Company), and
deliver shares  of a  separate class  from  the common  shares of  the  Target 
Company in exchange for this acquisition;



(iii) to  hold an  extraordinary meeting  of shareholders,  which  includes 
items (i) and (ii) above as  proposals submitted for deliberation, and to  put 
items (i) and (ii) above on the agenda;



(iv) to hold a class shareholders' meeting for shareholders of the  Target 
Company's common shares, which includes the partial amendment of the  articles 
of incorporation in item (i) above  as a proposal submitted for  deliberation, 
and to put item (i) above on the agenda.



Sumitomo and  KDDI  plan to  vote  for each  of  the proposals  above  at  the 
extraordinary shareholders' meeting and class shareholders' meeting above.



If each of the  above procedures is implemented,  all common shares issued  by 
the Target Company  will be subject  to wholly  call and all  of these  shares 
(excluding, however, the treasury shares held  by the Target Company) will  be 
acquired  by  the  Target  Company,  and  the  Target  Company's  shareholders 
(excluding, however,  the  Target Company)  will  receive the  separate  class 
shares of the Target Company  as consideration for the acquisition.  However, 
to those of the  Target Company's shareholders who  will receive fractions  of 
shares of less than one (1) share of the separate class shares, the amount  of 
money obtained through the sale, etc. of the separate class shares  equivalent 
to the  total of  such fractions  (any fractions  in the  said total  will  be 
rounded off) will be paid, pursuant to the procedures provided in Article  234 
of the Companies Act  and other relevant laws  and regulations. However,  the 
sale price of the separate  class shares equivalent to  the total of the  said 
fractions of  shares will  be calculated  so that  the amount  of cash  to  be 
delivered to each shareholder  as a result  of the sale will  be equal to  the 
price obtained by multiplying the price  for the purchase, etc. (as such  term 
is defined in  the Act, including  purchase and other  types of acceptance  of 
transfer for  value of  share certificates,  etc.; hereinafter  the same)  for 
common shares of  the Target  Company in  the Tender  Offer by  the number  of 
common shares  of  the Target  Company  held  by each  of  the  shareholders. 
Furthermore, although the class and the number of shares of the Target Company
to be delivered as consideration for  the acquisition of common shares of  the 
Target Company subject to wholly call is not determined as of today, the class
and the number of shares of the Target Company are planned to be determined so
that the number of shares of the Target Company that must be delivered to  the 
Target Company's shareholders who did  not accept the Tender Offer  (excluding 
Sumitomo, KDDI, and NJ, or Sumitomo and KDDI), will be a fraction of less than
one (1) share, in order for Sumitomo,  KDDI, and NJ, or Sumitomo and KDDI,  to 
hold all  of  the Target  Company's  issued shares  (excluding,  however,  the 
treasury shares held by the Target Company).



As the provisions  under the Companies  Act purport to  protect the rights  of 
minority shareholders related  to the procedures  above, if the  shareholders' 
meeting resolves to acquire all of the  shares subject to wholly call in  item 
(ii)  above,  it  is  provided  that  the  shareholders  may  petition  for  a 
determination of the price for the acquisition of the relevant shares pursuant
to the provisions of Article 172 of the Companies Act and other relevant  laws 
and regulations. If  this method  above is  used, the  acquisition price  per 
share will  ultimately  be  determined  by the  court.  In  addition  to  the 
foregoing, upon the  change in the  articles of incorporation  to subject  the 
common shares  to  a  wholly call  in  (i)  above, it  is  provided  that  the 
shareholders may demand the purchase of  the shares they own, pursuant to  the 
provisions of Articles  116 and 117  of the Companies  Act and other  relevant 
laws and regulations. However, as for this method, if the wholly call of  the 
common shares comes into effect based  on the resolution of the  shareholders' 
meeting in  item (ii)  above and  the shareholders  lose the  relevant  common 
shares, the shareholders may be determined  to forfeit their standing for  the 
petition for the determination  of the purchase price  as provided in  Article 
117, paragraph 2 of the Companies Act.



Moreover, the method above, where all  the common shares issued by the  Target 
Company are subjected to wholly call  and the Target Company's separate  class 
of shares will  be delivered  in exchange for  the acquisition  of the  common 
shares, may  require  time  for  the  implementation  or  the  method  of  the 
implementation may be changed, depending on the circumstances of the  relevant 
authorities' interpretation, etc.  of the relevant  laws and regulations,  the 
status of the shareholding of the Tender Offerors, Etc. in the Target  Company 
after the  Tender Offer,  and the  status of  the shareholding  of the  Target 
Company's shareholders  other than  the Tender  Offerors, Etc.  in the  Target 
Company. However, in case  of a change  in the methods  above, the amount  of 
money, etc. to be ultimately paid to each shareholder of the Target Company is
planned to be calculated on the basis  of the price of the purchase, etc.  for 
the common shares of the Target Company in the Tender Offer.



The specific  procedures and  the schedule  of implementation  thereof in  the 
foregoing circumstances (currently scheduled to be implemented within four (4)
months from the completion of the account settlement of the Tender Offer)  and 
the like will be announced promptly  by the Target Company upon  determination 
after consultation with the Target Company.



The Tender Offerors, Etc. plan to conduct the Merger, where the Target Company
will be the surviving company and NJ  will be the absorbed company, after  the 
implementation of each procedure above. Even  if NJ remains a shareholder  of 
the Target Company after the implementation of each procedure above, the ratio
of voting rights  directly held by  each of  Sumitomo and KDDI  in the  Target 
Company is planned to be 50% as a result of the Merger.



For the  avoidance of  doubt, the  Tender  Offer is  not intended  to  solicit 
approval of  the  shareholders of  the  Target Company  in  the  extraordinary 
shareholders' meeting or  class shareholders' meeting  above. Please  consult 
your own tax advisors regarding the tax treatment regarding the acceptance  of 
the Tender  Offer,  the  receipt  of money,  etc.  as  consideration  for  the 
implementation of the procedures above, or the sale of shares pursuant to  the 
demand for  share  purchase  in  connection with  the  implementation  of  the 
procedures above.



(6) Prospect of Being Delisted and the Grounds Therefor



The Target  Company's common  shares are  listed on  the JASDAQ  Market as  of 
today. However, because  the Tender  Offerors, Etc.  do not  set the  maximum 
number of shares to be purchased in the Tender Offer, the common shares of the
Target Company may be  delisted depending on the  result of the Tender  Offer, 
pursuant to the delisting standards of the JASDAQ Market after the  prescribed 
procedures. Also, even if the relevant standards do not apply at the time  of 
completion of the Tender Offer, if the Tender Offer takes effect, as set forth
in "(5) Policy  on Reorganization,  etc. after  the Tender  Offer (Matters  on 
So-Called Two-Tiered Acquisition)"  above, the Tender  Offerors, Etc. plan  to 
implement the procedures for the purpose of acquiring all the issued shares of
the Target Company (excluding, however, the treasury shares held by the Target
Company) pursuant to the applicable laws  and regulations. In this case,  the 
Target  Company's  common  shares  will  be  delisted  after  the   prescribed 
procedures pursuant to the  delisting standards of  the JASDAQ Market.  After 
the delisting, the  Target Company's common  shares may not  be traded on  the 
JASDAQ Market.



When the  procedures set  forth in  "(5) Policy  on Reorganization  after  the 
Tender  Offer  (Matters  on  So-Called  Two-Tiered  Acquisition)"  above   are 
implemented, an application for listing  is not contemplated for the  separate 
class of the Target Company's shares to be delivered as consideration for  the 
Target Company's common shares subject to wholly call.



(7) Matters  on Material  Agreement(s) regarding  the Acceptance  of  the 
Tender Offer between the Tender Offerors and the Target Company's Shareholders



There is no material  agreement regarding the acceptance  of the Tender  Offer 
between the Tender Offerors and  the Target Company's shareholders.  Sumitomo 
does not plan to accept  the Tender Offer regarding  the common shares of  the 
Target Company held by it.



2. Outline of the Purchase, etc.



(1) Outline of the Target Company



(i) Name                    Jupiter Telecommunications Co., Ltd.
(ii) Location               Marunouchi Trust Tower North, 8-1, Marunouchi
                            1-chome, Chiyoda-ku, Tokyo
(iii) Name and Title of     Shuichi Mori, Representative Director, President &
Representative              CEO
(iv) Description of         Cable TV broadcast and telecommunications business
Business                    through supervision and operation of cable TV
                            stations; Supervision of programming business for
                            Cable TV stations and digital satellite
                            broadcasters
(v) Stated Capital          117,550 million yen (as of June 30, 2012)
(vi) Date of Establishment  January 18, 1995
(vii) Major Shareholders    Sumitomo Corporation   
and Shareholding Ratio      39.98%

(as of June 30, 2012)       KDDI Corporation   
                             30.71%

                            THE CHASE MANHATTAN BANK, N.A.  3.45%

                            LONDON SECS LENDING OMNIBUS ACCOUNT

                            (Standing proxy agent: Settlement and Clearing
                            Services Division, Mizuho Corporate Bank, Ltd.)

                            Mizuho Trust & Banking Co., Ltd.

                            Securities Custodian Trust 0700117  2.20%

                            Trust & Custody Services Bank, Ltd. (Money trust
                            tax account)   
                              1.99%

                            UBS SECURITIES LLC-HFS CUSTOMER SEGREGATED
                            ACCOUNT    
                             1.17%

                            (Standing proxy agent: Citibank Japan Ltd.)

                            NORTHERN TRUST CO. (AVFC) SUB A/C NON TREATY
                                
                             0.91%

                            (Standing proxy agent: The Hongkong and Shanghai
                            Banking Corporation Ltd. (Tokyo))JP MORGAN CHASE
                            BANK 385174   
                             0.78%

                            (Standing proxy agent: Settlement and Clearing
                            Services Division, Mizuho Corporate Bank,
                            Ltd.)MORGAN STANLEY & CO, LLC 
                              0.75%

                            (Standing proxy agent: Morgan Stanley MUFG
                            Securities Co., Ltd.)

                            National Mutual Insurance Federation of
                            Agricultural Cooperatives  
                               0.70%

                            (Standing proxy agent: The Master Trust Bank of
                            Japan, Ltd.)
(viii) Relationship between the Tender Offerors and the Target Company

                            KDDI owns 30.71% (2,133,797 shares) of the total
 Capital Relationship      issued common shares of the Target Company (as of
                            June 30, 2012: 6,947,813 shares).

                           KDDI seconds to the Target Company its officers,
                            Hirofumi Morozumi and Makoto Takahashi, as
 Personnel Relationship    part-time directors, and Kenichiro Takagi as an
                            outside company auditor. KDDI also seconds its
                           employees to the Target Company.
                           As a telecommunications service wholesaler, KDDI
                            provides the Target Company with services that are
                           required for the Target Company to provide its
                            fixed-line phone services to its customers
 Business Relationship     (telephone switching and interconnection, etc.).
                            Also, KDDI provides the Target Company with
                            upper-level lines that are required for the Target
                            Company to provide Internet access to its
                            customers.

  Falling under the         The Target Company is KDDI's affiliate as
 Category of Related Party accounted for by using the equity method, thereby
  or Not                    falling under the category of a related party.




(Note 1) As  of today,  NJ is  not yet  established. Therefore,  there is  no 
statement regarding the relationship with  NJ in (viii) "Relationship  between 
the Tender Offerors and the Target Company" above.



(Note 2) Major relationships between Sumitomo that will take a 50% stake in NJ
and the Target Company are as follows:

Ÿ Sumitomo owns 39.98% (2,777,912 shares) of the total issued common shares of
the Target Company (as of June 30, 2012: 6,947,813 shares).

Ÿ Sumitomo  seconds to  the  Target Company  its  officers, Yoshio  Osawa  and 
Daisuke Mikogami, as part-time directors, and Toshifumi Shibuya as an  outside 
company auditor. Sumitomo also seconds its employees to the Target Company.

Ÿ Sumitomo receives reimbursements from  the Target Company for secondment  of 
its employees.

Ÿ The Target Company is Sumitomo's affiliate accounted for by using the equity
method, thereby falling under the category of a related party.



(2) Schedule, etc.



The Tender Offerors plan  to conduct the Tender  Offer as soon as  practicably 
possible after completing the procedures and responses required under domestic
and foreign competition laws. As of today, Tender Offerors expect to commence
the Tender Offer by  around early February 2013,  and to complete the  account 
settlement by the end of March 2013. It is anticipated that it will take some
time  to   take  procedures   involving  domestic   and  foreign   competition 
authorities. Given that, as of today, it is difficult to accurately  estimate 
the period required for such procedures, the progress of these procedures will
be announced around early February 2013 at the latest.



The Tender  Offer  period  will  be  scheduled to  be  30  business  days,  in 
principle.



(3) Price for the Purchase, etc.



110,000 yen per one (1) common share

109,999 yen per one (1) share option



(4) Basis, etc.  of the Financial  Analyses Regarding the  Price for  the 
Purchase, etc.



  (i) Basis of the Financial Analyses



    (a) Common Shares



      (I) Basis of the Determination  of the Tender Offer Price  by 
      Sumitomo



Upon the consummation of the Tender Offer and the Going Private Transaction by
KDDI and NJ, an entity in which Sumitomo and KDDI are each expected to own the
same number of voting rights, Sumitomo expects to beneficially own 50% of  the 
voting rights  in  the Target  Company.  Therefore, Sumitomo  determined  the 
Tender Offer Price  of 110,000  yen in  cash per  common share  of the  Target 
Company, using as  a reference the  results of the  financial analyses of  the 
Target Company's common shares conducted by Goldman Sachs, a financial advisor
independent from  Sumitomo,  the Target  Company  and KDDI,  and  taking  into 
consideration the market  trend of  the share  price of  the Target  Company's 
common shares, the likelihood of obtaining  the support of the Target  Company 
for the Tender  Offer, and the  likelihood of a  successful completion of  the 
Tender Offer,  together with  examples of  the premiums  implied in  precedent 
tender offers for share certificates etc.  by entities other than the  issuers 
at the time of the announcement  of their tender offer prices, all  considered 
as a whole, as well as taking into account the consultations and  negotiations 
with KDDI and the Target Company.



Specifically,  Sumitomo  first  prepared  the  business  plans  and  financial 
forecasts for the Target Company and its subsidiaries and affiliated companies
from the beginning of October 2012 to late October 2012, based on  information 
presented to Sumitomo  by the Target  Company's management (the  "Forecasts"), 
while assessing  the  strategic rationale  for  the proposed  transactions  in 
connection with the  Tender Offer,  and examining, with  the Target  Company's 
management, the past and current business operations, financial condition  and 
future prospects of the Target Company.



Goldman Sachs,  in  preparing the  Goldman  Sachs Report  referred  to  above, 
conducted its financial analyses of  the Target Company's common shares  using 
an average market share price analysis, a comparable companies analysis, and a
discounted cash flow ("DCF") analysis. The comparable companies analysis  and 
the DCF analysis were based on the Forecasts, approved for Goldman Sachs'  use 
by Sumitomo, and publicly available  information. Goldman Sachs provided  the 
Goldman Sachs Report solely for the information and assistance of the board of
directors of Sumitomo in connection with its consideration of the Tender Offer
Price. Goldman Sachs  did not recommend  any specific tender  offer price  to 
Sumitomo or  its  board of  directors  or  that any  specific  purchase  price 
constituted the only appropriate purchase price for the Tender Offer.



Goldman Sachs' financial analyses, which were presented to Sumitomo's board of
directors on  October 24,  2012 and  set  forth in  the Goldman  Sachs  Report 
resulted in a range of implied values per common share of the Target Company:



(A) Average Market Share Price Analysis: 78,991 yen to 81,054 yen



In performing  the  average market  share  price analysis  based  on  publicly 
available information, Goldman Sachs used October  17, 2012 as the base  date, 
and reviewed the average closing prices of the Target Company common shares on
the base  date and  over  the one-month,  three-month, and  six-month  periods 
ending on the base date.



(B) Comparable Companies Analysis: 82,726 yen to 121,084 yen



In performing the  comparable companies analysis,  Goldman Sachs used  October 
17, 2012, as  the base  date and analyzed  the Target  Company's common  share 
value by selecting listed companies that, while not directly comparable to the
Target Company, are engaged in businesses that for purposes of analysis may be
considered  similar  to  the  Target  Company,  and  applying  the  comparable 
companies' estimated fiscal  year 2012 enterprise  value to EBITDA  multiples, 
based on the most recently  publicly available information, to the  Forecasts, 
which were approved for Goldman Sachs' use by Sumitomo.



(C) DCF Analysis:  99,127 yen to  179,962 
yen



Goldman Sachs performed the DCF analysis of the Target Company's common shares
based on  the  Forecasts,  which  were approved  for  Goldman  Sachs'  use  by 
Sumitomo. In performing the DCF  analysis, Goldman Sachs analyzed the  Target 
Company's common shares  by discounting the  free cash flows  that the  Target 
Company is expected to generate in the future by a range of discount rates  to 
arrive at an implied  range of net present  values per share. No  significant 
increase or decrease in profit is expected in the Forecasts, on which the  DCF 
analysis was based.



Goldman Sachs  did  not attribute  any  particular  weight to  any  factor  or 
analysis.  Goldman  Sachs'  financial  analyses  were  necessarily  based  on 
economic, monetary, market,  and other  conditions as  in effect  on, and  the 
information made  available to,  Goldman Sachs  as of  October 17,  2012,  and 
Goldman Sachs assumes no responsibility for updating, revising, or reaffirming
its financial analyses  or the  Goldman Sachs Report  based on  circumstances, 
developments, or  events  occurring after  the  date thereof.  Goldman  Sachs 
assumed with  Sumitomo's  consent  that the  Forecasts  have  been  reasonably 
prepared on  a basis  reflecting the  best currently  available estimates  and 
judgments of  the management  of  Sumitomo. Except  as otherwise  noted,  the 
quantitative information used  in Goldman  Sachs' financial  analyses and  the 
Goldman Sachs Report, to the  extent it is based on  market data, is based  on 
market data as it existed on or before October 17, 2012 and is not necessarily
indicative of  current market  conditions. Please  refer to  (Note) of  "(ii) 
Financial Analyses  Process"  below,  which  sets forth  in  more  detail  the 
assumptions made, procedures followed, matters considered, and limitations  on 
the review undertaken by Goldman Sachs. Goldman Sachs does not constitute  as 
a related party of Sumitomo, the Target Company or KDDI, nor does it have  any 
material interests that should be noted in connection with the Tender  Offer. 
In addition, although NJ is planning to  conduct a tender offer for the  Share 
Options pursuant to  the Shareholders  Agreement, the purchase  price for  the 
Share Options is  not included within  the scope of  Goldman Sachs'  financial 
analyses regarding the  Target Company's  common shares or  the Goldman  Sachs 
Report.



Based on the  foregoing, Sumitomo,  using as a  reference the  results of  the 
financial analyses of the Target Company's common shares conducted by  Goldman 
Sachs, and taking into  consideration the market trend  of the share price  of 
the Target Company's common shares, the likelihood of obtaining the support of
the Target Company for  the Tender Offer, and  the likelihood of a  successful 
completion of the Tender Offer, together with examples of the premiums implied
in precedent tender offers for share certificates etc. by entities other  than 
the issuers at the time of the announcement of their tender offer prices,  all 
considered as a whole,  as well as taking  into account the consultations  and 
negotiations with KDDI  and the  Target Company, determined  the Tender  Offer 
Price for the Tender Offer to be 110,000  yen in cash per common share of  the 
Target Company at Sumitomo's  board of directors meeting  held on October  24, 
2012.



      (II) Basis of the Determination  of the Tender Offer Price  by 
      KDDI



KDDI determined the  Tender Offer  Price of 110,000  yen per  share of  common 
shares of  the  Target Company,  using  as a  reference  the results  of  J.P. 
Morgan's financial analyses of the Target Company's common shares conducted by
J.P. Morgan, while also comprehensively  taking into consideration the  result 
of the due  diligence on the  Target Company,  the market trend  of the  share 
price of the Target Company's common  shares, the likelihood of obtaining  the 
support from the Target  Company for the  Tender Offer and  the prospect of  a 
successful completion of the Tender Offer,  together with the examples of  the 
premiums implied in precedent tender offers by persons other than the  issuers 
at the time  of the  announcement of  their tender  offer prices,  as well  as 
through consultation and  negotiation with  Sumitomo and  the Target  Company. 
KDDI has also been provided with a fairness opinion by J.P. Morgan, which, on
the basis of and subject to certain assumptions, states that the Tender  Offer 
Price is fair to KDDI from a financial point of view.



For the avoidance of doubt, J.P. Morgan does not constitute a related party of
KDDI, the Target  Company, or Sumitomo,  nor does it  have any interests  that 
should be disclosed in connection with  the Tender Offer. Moreover, while  NJ 
is planning to conduct a  tender offer for the  Share Options pursuant to  the 
Shareholder Agreement,  the  fairness of  the  purchase price  for  the  Share 
Options is not included in the scope of J.P. Morgan's fairness opinion.



KDDI first prepared the business plans and financial forecasts for the  Target 
Company and its subsidiaries  and affiliated companies  from the beginning  of 
October 2012 to late October 2012,  based on information presented to KDDI  by 
the Target Company's management, while  assessing the strategic rationale  and 
potential gains for the  proposed transactions in  connection with the  Tender 
Offer, and  examining, with  the  Target Company's  management, the  past  and 
current business operations, financial condition  and future prospects of  the 
Target Company.



In preparing the J.P. Morgan  Report, J.P. Morgan conducted various  financial 
analyses of the  Target Company's  common shares including  an average  market 
share price analysis,  a comparable  companies analysis, and  a DCF  analysis. 
The comparable companies analysis and the DCF analysis were based on relevant
factors such as the business plans and financial forecasts, approved for  J.P. 
Morgan' use by KDDI, the profit and capital expenditure forecast in the Target
Company's business plan, the result of the interview with the Target Company's
management and due diligence, and  other publicly available information.  The 
J.P. Morgan Report has been provided solely for the information and assistance
of the board of directors of KDDI in connection with its consideration of  the 
Tender Offer Price.  J.P. Morgan  has not recommended  any specific  purchase 
price to KDDI or its board of directors, nor has J.P. Morgan recommended  that 
any specific purchase price constituted the only appropriate purchase price.



J.P. Morgan'  financial  analyses  and  the J.P.  Morgan  Report,  which  were 
presented to  KDDI's board  of  directors on  October  23, 2012,  present  the 
following financial analysis ranges  of the value per  common share of  Target 
Company:



(A) Average Market Share Price Analysis: 78,961 yen to 82,700 yen



In performing  the  average market  share  price analysis  based  on  publicly 
available information, J.P. Morgan  used October 19, 2012,  as the base  date, 
and reviewed the  closing price of  Target Company common  shares on the  base 
date and average prices over the one-month, three-month, and six-month periods
ending on the base date.



(B) Comparable Companies Analysis: 70,381 yen to 107,282 yen



In performing the comparable companies analysis, J.P. Morgan used October  19, 
2012, as  the base  date and  evaluated the  share value  by selecting  listed 
companies that,  while  not totally  comparable  to the  Target  Company,  are 
engaged in businesses that for purposes of analysis may be considered  similar 
to the Target Company, based on the comparison of financial indicators such as
market share price, growth rate, and profitability.



(C) DCF Analysis:  95,724 yen to  129,305 
yen



J.P. Morgan performed the DCF analysis  based on relevant factors such as  the 
business plans and financial forecasts, approved for J.P. Morgan' use by KDDI,
the profit and capital expenditure  forecast in the Target Company's  business 
plan, the result of the interview with the Target Company's management and due
diligence, and other  publicly available information.  In performing the  DCF 
analysis, J.P. Morgan evaluated the share  value by discounting the free  cash 
flows that the Target Company is expected to generate in the future by a range
of discount rates  to arrive  at a range  of present  values. No  significant 
increase or decrease in profit is expected in the business plans and financial
forecasts, on which the DCF analysis was based.



Based on  the  foregoing,  KDDI, using  as  a  reference the  results  of  the 
financial analyses of  the Target  Company's common shares  conducted by  J.P. 
Morgan, while also comprehensively taking into consideration the result of the
due diligence on the Target  Company, the market trend  of the share price  of 
the Target Company's common  shares, the likelihood  of obtaining the  support 
from the Target Company for the Tender Offer, and the prospect of a successful
completion of the  Tender Offer, together  with the examples  of the  premiums 
implied in precedent tender  offers by persons other  than the issuers at  the 
time of the  announcement of  their tender offer  prices, as  well as  through 
consultation and negotiation with Sumitomo and the Target Company,  determined 
the purchase price for the Tender Offer  to be 110,000 yen in cash per  common 
share at KDDI's board of directors meeting held on October 24, 2012.



      (III) Premium



Due to the news report on October 20, 2012, about the Tender Offer, the  share 
price of the Target Company is considered to have appreciated in a manner that
it substantially incorporates the occurrence of the Tender Offer. The  Tender 
Offer Price of 110,000 yen  in cash per common  share represents a premium  of 
approximately 33.0% (rounded off to two decimal places; hereinafter the  same) 
on 82,700  yen,  the  closing price  of  the  regular trading  of  the  Target 
Company's common shares on the JASDAQ Market on October 19, 2012 (the business
day immediately  prior to  the business  day which  was affected  by the  news 
report); a premium of approximately 37.8% on 79,824 yen, the simple average of
closing prices of the  regular trading of the  Target Company's common  shares 
for the last one (1) month ending  October 19, 2012 (from September 20,  2012, 
to October 19,  2012); a  premium of approximately  39.3% on  78,961 yen,  the 
simple average  of  closing  prices  of the  regular  trading  of  the  Target 
Company's common shares for the last three (3) months ending October 19,  2012 
(from July 20,  2012, to  October 19, 2012);  and a  premium of  approximately 
35.8% on  81,028 yen,  the simple  average of  closing prices  of the  regular 
trading of the  Target Company's  common shares for  the last  six (6)  months 
ending October 19, 2012 (from April 20, 2012, to October 19, 2012). Moreover,
the Tender Offer Price represents a discount of approximately 2.4% on  112,700 
yen, the closing price on October 23, 2012, the business day immediately prior
to the business day which Sumitomo and KDDI determined the Tender Offer Price.



    (b) The Share Options



The Share Options which are the subject  of the Tender Offer are those  issued 
to the directors, company auditors, or executive officers ("Officers") of  the 
Target Company as their stock options. The exercise periods have started  for 
all the Share Options, they are exercisable after a certain period  prescribed 
in the terms and conditions of each  issuance has elapsed before or after  the 
relevant Officers' retirement.



  (ii) Financial Analyses process



    (a) Process Resulting  in the Determination  of the Tender  Offer 
    Price



Using as  a reference  the results  of the  financial analyses  of the  Target 
Company's  common  shares  conducted  by   Goldman  Sachs,  and  taking   into 
consideration the market  trend of  the share  price of  the Target  Company's 
common shares, the likelihood of obtaining  the support of the Target  Company 
for the Tender  Offer, and the  likelihood of a  successful completion of  the 
Tender Offer,  together with  examples of  the premiums  implied in  precedent 
tender offers for share certificates etc.  by entities other than the  issuers 
at the time of the announcement  of their tender offer prices, all  considered 
as a whole, as well as taking into account the consultations and  negotiations 
with KDDI and the Target Company,  Sumitomo determined the Tender Offer  Price 
for the Tender Offer to be 110,000 yen in cash per common share of the  Target 
Company at Sumitomo's board of directors meeting held on October 24, 2012.



(Note)



The following is a supplemental  explanation of the assumptions made,  matters 
considered, and  limitations  on  the review  undertaken  in  connection  with 
performing Goldman Sachs'  financial analyses of  the Target Company's  equity 
with October 17, 2012 as the base date:



Goldman Sachs and its affiliates (collectively, the "Goldman Sachs Group") are
engaged in commercial and investment banking and financial advisory  services, 
market making and trading, research and investment management (both public and
private  investing),  principal   investment,  financial  planning,   benefits 
counseling, risk  management, hedging,  financing, brokerage  activities,  and 
other financial and non-financial activities and services for various  persons 
and entities. The Goldman Sachs Group,  and funds or other entities in  which 
they invest or  with which  they co-invest, may  at any  time purchase,  sell, 
hold,  or  vote  long  or  short  positions  and  investments  in  securities, 
derivatives, loans, commodities, currencies,  credit default swaps, and  other 
financial instruments of Sumitomo,  KDDI, NJ, the Target  Company, and any  of 
their respective affiliates, and third  parties, or any currency or  commodity 
that may  be involved  in the  transactions contemplated  by the  Shareholders 
Agreement (including the Tender Offer and the Going Private Transaction)  (the 
"Agreement Transactions") for the accounts of the Goldman Sachs Group and  its 
customers. Goldman  Sachs  has acted  as  financial advisor  to  Sumitomo  in 
connection with, and has participated  in certain of the negotiations  leading 
to, the Agreement Transactions. Goldman Sachs expects to receive fees for its
services in connection with the Agreement Transactions, a principal portion of
which is contingent upon  consummation of the Tender  Offer, and Sumitomo  and 
its affiliates have agreed to  reimburse Goldman Sachs' expenses arising,  and 
indemnify Goldman Sachs  against certain  liabilities that may  arise, out  of 
Goldman Sachs' engagement. The Goldman Sachs Group has provided from time  to 
time and  are  currently  providing certain  investment  banking  services  to 
Sumitomo and its affiliates for which  the Investment Banking Division of  the 
Goldman Sachs Group  has received,  and may  receive, compensation,  including 
having acted  as  joint  bookrunner  with respect  to  a  public  offering  of 
Sumitomo's 44th domestic  unsecured senior  bond due  January 2022  (aggregate 
principal amount 15  billion yen). The  Goldman Sachs Group  may also in  the 
future provide investment banking services  to Sumitomo, KDDI, NJ, the  Target 
Company, and their  respective affiliates,  for which  the Investment  Banking 
Division of the Goldman Sachs Group may receive compensation.



In connection with performing its financial analyses and preparing the Goldman
Sachs Report, Goldman Sachs has reviewed, among other things, the Shareholders
Agreement; the  Annual Securities  Reports (Yuka  Shoken Houkoku-Sho)  of  the 
Target Company for the  five fiscal years ended  December 31, 2011; the  First 
Quarter Securities  Reports  (Dai-ichi  Shihanki Houkoku-Sho)  of  the  Target 
Company for the first fiscal quarter ended March 31, 2012; the Second  Quarter 
Securities Reports (Dai-ni Shihanki Houkoku-Sho) of the Target Company for the
second fiscal quarter ended June  30, 2012; certain other communications  from 
the Target Company  to its shareholders;  certain publicly available  research 
analyst reports for  the Target  Company; and  the Forecasts  as approved  for 
Goldman Sachs' use by Sumitomo. Goldman Sachs has also held discussions  with 
members of the senior managements of Sumitomo and the Target Company regarding
their assessment  of  the  past and  current  business  operations,  financial 
condition, and future prospects  of the Target  Company and its  subsidiaries, 
and with  members  of  the  senior  management  of  Sumitomo  regarding  their 
assessment of  the strategic  rationale for  the Agreement  Transactions.  In 
addition, Goldman Sachs has  reviewed the reported price  and trading for  the 
common shares  of the  Target Company;  compared certain  financial and  stock 
market information for the Target Company with similar information for certain
other companies the  securities of  which are publicly  traded; and  performed 
such other studies and analyses, and considered such other factors, as Goldman
Sachs deemed appropriate.



For purposes of performing  its financial analyses  and preparing the  Goldman 
Sachs Report,  Goldman Sachs  has, with  Sumitomo's consent,  relied upon  and 
assumed the  accuracy  and  completeness  of  all  of  the  financial,  legal, 
regulatory, tax, accounting, and other information provided to, discussed with
or  reviewed  by  Goldman  Sachs,  without  assuming  any  responsibility  for 
independent verification thereof. In that  regard, Goldman Sachs has  assumed 
with Sumitomo's consent that the Forecasts have been reasonably prepared on  a 
basis reflecting the best currently  available estimates and judgments of  the 
management  of  Sumitomo.  In  addition,  Goldman  Sachs  has  not  made   an 
independent evaluation or appraisal of  the assets and liabilities  (including 
any contingent, derivative,  or off-balance-sheet assets  and liabilities)  of 
Sumitomo,  KDDI,  NJ,  the  Target   Company,  or  any  of  their   respective 
subsidiaries,  and  Goldman  Sachs  has  not  been  furnished  with  any  such 
evaluation or appraisal.  Goldman Sachs  has assumed  that all  governmental, 
regulatory, or other consents and approvals necessary for the consummation  of 
the Agreement  Transactions will  be obtained  without any  adverse effect  on 
Sumitomo, KDDI, NJ, or the Target Company, or on the expected benefits of  the 
Agreement Transactions  in any  way meaningful  to Goldman  Sachs'  analysis. 
Goldman Sachs  has  also  assumed  that the  Agreement  Transactions  will  be 
consummated on the terms set forth in the Shareholders Agreement, without  the 
waiver or modification of any term or  condition the effect of which would  be 
in any way meaningful to Goldman Sachs' analysis.



Goldman Sachs' financial analyses and the Goldman Sachs Report do not  address 
the underlying  business  decision of  Sumitomo  to engage  in  the  Agreement 
Transactions, or the relative merits of the Agreement Transactions as compared
to any strategic alternatives that may  be available to Sumitomo; nor do  they 
address any legal, regulatory, tax, or accounting matters. Goldman Sachs  does 
not express any view on, and Goldman Sachs' financial analyses and the Goldman
Sachs Report do  not address,  any other term  or aspect  of the  Shareholders 
Agreement or the  Agreement Transactions or  any term or  aspect of any  other 
agreement or instrument contemplated by the Shareholders Agreement or  entered 
into or  amended in  connection with  the Agreement  Transactions,  including, 
without limitation, any post-closing obligations of Sumitomo; the fairness  of 
the Agreement Transactions  to, or  any consideration  received in  connection 
therewith by, the  holders of  any class  of securities,  creditors, or  other 
constituencies of Sumitomo; nor as to the fairness of the amount or nature  of 
any compensation to be paid or payable  to any of the officers, directors,  or 
employees of  Sumitomo, KDDI,  or the  Target Company,  or any  class of  such 
persons in connection with the Agreement Transactions, whether relative to the
Tender Offer  Price  pursuant to  the  Shareholders Agreement  or  otherwise. 
Goldman Sachs is not expressing any opinion  as to the prices that the  common 
shares of Sumitomo or the  common shares of the  Target Company will trade  at 
any time or as to the impact of the Agreement Transactions on the solvency  or 
viability of  Sumitomo, KDDI,  NJ, or  the Target  Company or  the ability  of 
Sumitomo, KDDI, NJ, or the Target Company to pay their respective  obligations 
when they come due. Goldman Sachs' analyses and the Goldman Sachs Report  are 
necessarily based on economic,  monetary, market, and  other conditions as  in 
effect on, and the information made available to Goldman Sachs as of, the base
date and Goldman Sachs  assumes no responsibility  for updating, revising,  or 
reaffirming these  analyses based  on circumstances,  developments, or  events 
occurring after the base date.  Goldman Sachs' advisory services and  analyses 
in relation to the  Tender Offer are provided  solely for the information  and 
assistance  of  Sumitomo's   board  of  directors   in  connection  with   its 
consideration of the Tender Offer Price. Goldman Sachs did not recommend  any 
specific tender offer price to Sumitomo or its board of directors, or that any
specific purchase price  constituted the only  appropriate purchase price  for 
the  Tender   Offer.  Goldman   Sachs'  analysis   does  not   constitute   a 
recommendation as  to whether  or not  Sumitomo should  cause NJ  to make  the 
Tender Offer.



Goldman Sachs'  financial  analyses  and  the Goldman  Sachs  Report  are  not 
necessarily susceptible to partial analysis or summary description. Selecting
portions of the analyses or the Goldman Sachs Report or any summary set  forth 
herein,  without  considering  the  analyses  as  a  whole,  could  create  an 
incomplete view of the processes underlying Goldman Sachs' financial  analyses 
or the Goldman Sachs Report. Goldman  Sachs did not attribute any  particular 
weight to any factor or any analysis it performed.



Using as a reference  the results of J.P.  Morgan's financial analyses of  the 
Target Company's common shares (for more  details, please refer to "(i)  Basis 
of the Financial  Analyses") through the  aforementioned methods conducted  by 
J.P. Morgan, KDDI's financial advisor, while also comprehensively taking  into 
consideration the  result of  the due  diligence on  the Target  Company,  the 
market trend of  the share price  of the Target  Company's common shares,  the 
likelihood of obtaining  the support from  the Target Company  for the  Tender 
Offer, and  the prospect  of  a successful  completion  of the  Tender  Offer, 
together with the examples of the premiums implied in precedent tender  offers 
by persons other than  the issuers at  the time of  the announcement of  their 
tender offer  prices, as  well as  through consultation  and negotiation  with 
Sumitomo and the Target  Company, KDDI determined the  purchase price for  the 
Tender Offer to be  110,000 yen in  cash per common share  at KDDI's board  of 
directors meeting held on October 24, 2012.



As mentioned above, KDDI has been  provided with the fairness opinion by  J.P. 
Morgan, which, on the basis of and subject to certain assumptions, states that
the Tender Offer Price is  fair to KDDI from a  financial point of view.  For 
the avoidance of  doubt, J.P. Morgan  does not constitute  a related party  of 
KDDI, the Target  Company, or Sumitomo,  nor does it  have any interests  that 
should be disclosed in connection with  the Tender Offer. Moreover, while  NJ 
is planning to conduct a  tender offer for the  Share Options pursuant to  the 
Shareholder Agreement,  the  fairness of  the  purchase price  for  the  Share 
Options is not included in the scope of J.P. Morgan's fairness opinion.



(Note)



The following is a supplemental  explanation of the assumptions made,  matters 
considered and  limitations  on  the  review  undertaken  in  connection  with 
performing J.P. Morgan's fairness opinion and evaluating the Target  Company's 
share value underlying the opinion:



In stating the opinion  contained in the fairness  opinion and conducting  the 
financial analyses underlying  the opinion,  J.P. Morgan has  relied upon  and 
assumed the accuracy  and completeness  of all information  that was  publicly 
available or was furnished to, or discussed with, J.P. Morgan by KDDI and  the 
Target Company or otherwise  reviewed by or for  J.P. Morgan, and J.P.  Morgan 
has not independently verified (nor has J.P. Morgan assumed responsibility  or 
liability for independently verifying) any such information or its accuracy or
completeness. J.P.  Morgan  has  not  conducted or  been  provided  with  any 
valuation or appraisal  of any  assets or liabilities  of KDDI  or the  Target 
Company, nor has  J.P. Morgan  evaluated the solvency  of KDDI  or the  Target 
Company under any laws relating to bankruptcy, insolvency, or similar matters.
In relying  on financial  analyses and  forecasts (including  the  synergies) 
provided to  J.P.  Morgan,  J.P.  Morgan  has  assumed  that  they  have  been 
reasonably  prepared  based  on  assumptions  reflecting  the  best  currently 
available estimates  and judgments  by management  as to  the expected  future 
results of operations and financial condition  of KDDI and the Target  Company 
to which such analyses or forecasts relate. J.P. Morgan expresses no view  as 
to such analyses or forecasts (including the synergies) or the assumptions  on 
which they were based. J.P. Morgan has also assumed that the Tender Offer and
the other transactions  contemplated by the  Shareholders Agreement will  have 
the tax consequences described in materials furnished to J.P. Morgan by  KDDI, 
and will be consummated as described in the Agreement, and that the definitive
version of the Shareholders Agreement will not differ in any material respects
from the draft thereof furnished to J.P. Morgan. J.P. Morgan has also assumed
that the  representations and  warranties made  by KDDI  and Sumitomo  in  the 
Shareholders Agreement and  the related agreements  are and will  be true  and 
accurate in all respects material to J.P. Morgan's analysis. J.P. Morgan has
further assumed that there is no possibility that KDDI is subject to indemnity
liability as provided in the Shareholders Agreement and the related agreements
that is material for J.P. Morgan's analysis.



J.P. Morgan is not a  legal, regulatory, or tax expert  and has relied on  the 
assessments made by advisors to KDDI with respect to such issues. J.P. Morgan
has further  assumed  that all  material  governmental, regulatory,  or  other 
consents and approvals necessary for the consummation of the Tender Offer will
be obtained without any adverse effect on the KDDI or the Target Company or on
the contemplated benefits of the Tender Offer.



J.P. Morgan's  opinion is  necessarily based  on economic,  market, and  other 
conditions as in effect on, and the information made available to J.P.  Morgan 
as of, the date hereof. It should be understood that subsequent  developments 
may affect the content of this opinion and that J.P. Morgan does not have  any 
obligation to update, revise, or reaffirm its opinion. J.P. Morgan's  opinion 
is limited to  the fairness, from  a financial  point of view,  of the  Tender 
Offer Price to KDDI  and NJ, and  J.P. Morgan expresses no  opinion as to  the 
underlying decision by KDDI to engage in the Tender Offer. Furthermore,  J.P. 
Morgan expresses  no opinion  with respect  to  the amount  or nature  of  any 
compensation paid by  KDDI to  any officers,  directors, or  employees of  any 
party to  the Tender  Offer,  or with  respect to  the  fairness of  any  such 
compensation.



J.P. Morgan has acted as financial advisor to KDDI with respect to the  Tender 
Offer and  will  receive  a  fee  from KDDI  for  J.P.  Morgan's  services,  a 
substantial portion of which will become  payable only if the Tender Offer  is 
consummated. In  addition,  KDDI has  agreed  to indemnify  J.P.  Morgan  for 
certain liabilities  arising  out  of J.P.  Morgan's  engagement.  Please  be 
advised that  during  the two  years  preceding  the submission  date  of  the 
fairness opinion, neither J.P.  Morgan nor its affiliates  have had any  other 
material financial advisory or other material commercial or investment banking
relationships with KDDI or the Target Company. During the two years preceding
the submission date of  the fairness opinion, J.P.  Morgan and its  affiliates 
have had commercial  or investment  banking relationships  with Sumitomo,  for 
which J.P. Morgan and its affiliates have received customary compensation. In
the  ordinary  course  of  J.P.  Morgan's  businesses,  J.P.  Morgan  and  its 
affiliates may actively  trade the  debt and  equity securities  of KDDI,  the 
Target Company, or Sumitomo for J.P. Morgan's own account or for the  accounts 
of customers and, accordingly, J.P. Morgan may at any time hold long or  short 
positions in such securities.



    (b) Measures to Ensure the Fairness of the Purchase Price



Sumitomo and  KDDI hold  in the  aggregate  a majority  of the  voting  rights 
regarding the common shares of the Target Company as of October 24, 2012.  In 
addition, some members of  the board of directors  of the Target Company  have 
certain interests in Sumitomo and KDDI,  as described above. In light of  the 
foregoing, Sumitomo and KDDI  and the Target Company  have taken the  measures 
set forth in "(4)  Measures to Ensure Fairness  of the Tender Offer  including 
Measures to Ensure Fairness  of the Tender Offer  Price and Measures to  Avoid 
Conflict of Interests" in "1. Purpose  etc., of the Purchase, etc.", in  order 
to ensure the fairness of the  Tender Offer, including measures to ensure  the 
fairness of  the  tender  offer  price and  measures  to  avoid  conflicts  of 
interest. Please refer  to "(4)  Measures to  Ensure Fairness  of the  Tender 
Offer including Measures  to Ensure  Fairness of  the Tender  Offer Price  and 
Measures to Avoid Conflict of Interests" in "1. Purpose etc., of the Purchase,
etc." for the details.



  (iii) Relationship with the Financial Advisors



Goldman Sachs,  which conducted  financial analyses  of the  Target  Company's 
common shares at Sumitomo's request, does not constitute as a related party of
Sumitomo, the Target Company or KDDI, nor does it have any material  interests 
that should be noted in connection with the Tender Offer.



J.P. Morgan, which conducted  financial analyses at KDDI's  request, is not  a 
related party of KDDI, Sumitomo or the Target Company.



(5) Number of Share Certificates, etc. to be Purchased



Number of Shares to be Minimum Number of Shares to be Maximum Number of Shares
      Purchased                  Purchased                to be Purchased
      1,964,002 shares                      - shares                - shares



(Note 1)  In the  Tender Offer,  the Tender  Offerors will  not set  the 
maximum or the minimum number of shares to be purchased, and will purchase all
share certificates, etc. tendered for sale. Therefore, in the column  "Number 
of Shares to be Purchased", the  maximum number of the Target Company's  share 
certificates, etc. to be acquired by  the Tender Offerors in the Tender  Offer 
is entered. This maximum number (1,964,002 shares) was calculated as follows:
the sum of (i)  the number of the  total issued common shares  as of June  30, 
2012 (6,947,813  shares) stated  in  the 19th  Fiscal Year,  Second  Quarterly 
Securities Report  submitted by  the Target  Company on  August 7,  2012  (the 
"Target Company's  19th FY  2nd Quarterly  Securities Report"),  and (ii)  the 
maximum number of  the Target  Company's common shares  (11,274 shares)  which 
could be issued upon  the exercise of all  the Target Company's share  options 
remaining as of June 30, 2012 (including not only the Share Options, but  also 
share options  expired as  of August  23,  2012 as  a matter  of  convenience; 
hereinafter the same  in (Note 4)  of (6))(according to  the Target  Company's 
data); then deducting from the  sum of (i) and (ii),  (iii) the number of  the 
treasury shares (83,376 shares) held by the Target Company as of June 30, 2012
stated in the Target Company's 19th  FY 2nd Quarterly Securities Report,  (iv) 
the number of the  Target Company's common shares  (2,133,797 shares) held  by 
KDDI, the  Tender Offeror,  as of  today, and  (v) the  number of  the  Target 
Company's common shares (2,777,912 shares) held by Sumitomo as of today, which
are not planned to  be tendered for  sale in the Tender  Offer. As such,  the 
above-mentioned  number  of  share  certificates,  etc.  to  be  purchased  is 
tentative depending on the data as of June 30, 2012, and the actual number  of 
shares to be purchased in the Tender Offer is subject to change reflecting any
change thereafter.



(Note 2) There is no plan to  acquire the treasury shares of the  Target 
Company through the Tender Offer.



(Note 3) Out of tendered share certificates, etc. to be purchased in the
Tender Offer,  (1)(i) KDDI  will  purchase all  common  shares up  to  644,115 
shares; (ii) NJwill purchase all  common shares exceeding 644,115 shares,  and 
(2) NJwill purchase all Share Options.



(6) Change in Holding Ratio of Share Certificates, etc. due to  Purchase, 
etc.



No. of voting rights under share                  (Holding ratio of the share
certificates, etc. held by the    2,133,797 units certificates, etc. prior to
Tender Offerors prior to the                      the purchase, etc.: 31.08%)
purchase, etc.
No. of voting rights under share                  (Holding ratio of the share
certificates, etc. held by        2,777,912 units certificates, etc. prior to
persons in a special relationship                 the purchase, etc.: 40.47%)
prior to the purchase, etc.
No. of voting rights under share                  (Holding ratio of the share
certificates, etc. to be          1,964,002 units certificates, etc. after the
purchased                                         purchase, etc.: 100.00%)
No. of voting rights held by all
shareholders, etc. of the Target  6,864,437 units
Company



(Note 1) In the column "No.  of voting rights under share  certificates, 
etc. held by the Tender Offerors prior  to the purchase, etc.", the number  of 
voting rights  under share  certificates, etc.  held by  KDDI as  of today  is 
entered; in calculating  the "Holding  ratio of the  share certificates,  etc. 
prior to the purchase, etc.", the number of voting rights of all  shareholders 
(6,864,437 units) as of June 30, 2012  stated in the Target Company's 19th  FY 
2nd Quarterly Securities Report was used as the denominator.



(Note 2) In the column "No.  of voting rights under share  certificates, 
etc.held by persons in  a special relationship prior  to the purchase,  etc.", 
the number of voting rights under share certificates, etc. held by Sumitomo as
of today out of the share certificates, etc. held by each person in a  special 
relationship (excluding the shares owned by KDDI, the Tender Offeror, and  the 
treasury shares held by  the Target Company;  the same applies  in Note 3)  is 
temporarily  entered.  In  calculating  the  "Holding  ratio  of  the   share 
certificates, etc. prior to the purchase,  etc.", the number of voting  rights 
of all shareholders (6,864,437 units) as of June 30, 2012 stated in the Target
Company's  19th  FY  2nd   Quarterly  Securities  Report   was  used  as   the 
denominator. The number to be entered in the column "No. of voting rights  in 
share certificates, etc. held  by persons in a  special relationship prior  to 
the purchase,  etc.",  including  the  number of  voting  rights  under  share 
certificates, etc.  held  by persons  in  a special  relationship  other  than 
Sumitomo, and "Holding  ratio of  the share  certificates, etc.  prior to  the 
purchase, etc." thereof will be investigated and disclosed by the commencement
of the Tender Offer.



(Note 3) In the column "No.  of voting rights under share  certificates, 
etc. to be  purchased," the number  of voting rights  (1,964,002 units)  under 
share certificates,  etc.  to be  purchased  in the  Tender  Offer  (1,964,002 
shares) stated in the above column "(5) Number of Share Certificates, etc.  to 
be Purchased" is entered. Also, the column "No. of voting rights under  share 
certificates, etc. to be purchased" includes the number of voting rights under
share certificates, etc. held by each  person in a special relationship  other 
than Sumitomo. Sumitomo does  not plan to accept  the Tender Offer  regarding 
the Target Company's common shares held by it.



(Note 4)  The  number entered  in  "No. of  voting  rights held  by  all 
shareholders, etc. of the Target Company" is the number of voting rights  held 
by all shareholders as of June 30,  2012, stated in the Target Company's  19th 
FY 2nd  Quarterly Securities  Report. However,  in calculating  the  "Holding 
ratio of the share certificates, etc. after the purchase, etc.", the number of
voting  rights  (6,875,711  units)was  used  as  the  denominator.  This  was 
calculated by using the sum of the following: (i) the number of voting  rights 
(6,864,437 units)  under  share  certificates, etc.  (6,864,437  shares)  (the 
number of total issued  common shares as of  June 30, 2012 (6,947,813  shares) 
stated in the Target Company's 19th FY 2nd Quarterly Securities Report,  minus 
the number of the treasury  shares held by the Target  Company as of June  30, 
2012 (83,376 shares) stated in the  19th FY 2nd Quarterly Securities  Report), 
and (ii) the number of voting  rights (11,274 units) under the maximum  number 
of Target Company common shares (11,274 shares) which would be issued upon the
exercise of all of the Share Options of the Target Company that are  remaining 
as of June 30, 2012 (according to the Target Company's data).



(Note 5)In the column "Holding ratio of the share certificates, etc. prior  to 
the purchase, etc.", figures were rounded off to two decimal places.



(7) Purchase Price (planned)  KDDI 70,853 million yen

NJ 145,188 million yen



(8) Other Conditions for, and Method of, the Purchase, etc.



The method of the account settlement, date of the public notice for commencing
the Tender Offer, tender offer agent, and other conditions for, and method of,
the purchase, etc. will be announced as soon as they are determined.



Unless the Tender Offer can be structured to comply with applicable U.S.  laws 
and relevant regulations, the Tender Offerors may not extend the Tender  Offer 
in or into the United States or to any U.S. Person (meaning a "U.S. person" as
defined in Regulation S of the U.S.  Securities Act of 1933; the same  applies 
in this paragraph).  In this  case, the Target  Company's share  certificates, 
etc.  may  not  be   tendered  in  the  Tender   Offer  by  any  use,   means, 
instrumentality or facility  from or within  the United States  or by  persons 
located or resident  in the United  States, or  by any person  acting for  the 
account or benefit of, a U.S. Person.



3. Policy, etc. after the Tender Offer and Future Prospects



For the Policy, etc.  after the Tender Offer,  please see "(2) Background  to, 
and Purpose  of, the  Tender  Offer; Decision-Making  Process to  Conduct  the 
Tender Offer;  and  Management Policy,  etc.  after the  Tender  Offer,"  "(3) 
Agreement on  Joint Management  of  the Target  Company between  Sumitomo  and 
KDDI", "(5) Policy on Reorganization, etc. after the Tender Offer (Matters  on 
So-Called Two-Tiered Acquisition)",  and "(6) Prospect  of Being Delisted  and 
the Grounds Therefor" of "1. Purpose, etc. of the Tender Offer."



4. Others Matters



(1) Existence and Details of the Agreement(s) between the Tender Offerors
and the Target Company or its Officers



According to the Target Company, it resolved at its board of directors meeting
held today to express its opinion in  favor of the Tender Offer and  recommend 
that the shareholders and  share option holders of  the Target Company  accept 
the Tender Offer, if the Tender Offer has commenced.



However, given that  the Tender  Offer is  planned to  commence under  certain 
conditions as stated in "1. (1) Outline  of the Tender Offer" above and it  is 
expected to commence around early February  2013 at present, according to  the 
Target Company,  it also  resolved at  the aforementioned  board of  directors 
meeting that (a) it  plans to ask a  third-party committee established by  the 
Target Company  as set  forth in  "1. (4)  (ii) Establishment  of  Independent 
Third-Party Committee by the Target Company" above to deliberate whether there
is any  change in  its opinion  expressed  to the  Target Company's  board  of 
directors on October 23, 2012, and if  it determines that there is no  change, 
to report so or if it determines that there is a change, to opine its  changed 
opinion to the  Target Company's  board of directors,  and (b)  based on  such 
opinion of the third-party committee, it  plans to express its opinion on  the 
Tender Offer again at the time of the commencement of the Tender Offer.



The aforementioned resolution by the  Target Company's board of directors  was 
resolved in the manner that is stated in "1. (4) (v) "



(2) Other Information Considered Necessary to Determine Whether to Accept
the Purchase, etc. by the Investor(s)



There are no applicable  matters. Should there be  any applicable matters  at 
the time  of the  commencement of  the Tender  Offer, they  will be  announced 
before the commencement of the Tender Offer.



                                                                           End

                                                                             

[Exhibit]



<<Structural Chart>>  (Percentages concerning  the Target  Company in  (i)  to 
(iii) show the percentage based  on the total number  of voting rights of  all 
shareholders as of the end of June 2012)





(i) Current status              (ii) From establishment of NJ till the Tender
                                Offer
                                After establishing NJ, KDDI will transfer a
                                half of the total issued shares of NJ to
                                Sumitomo; then Sumitomo and KDDI will own NJ
                                at a ratio of 50:50. NJ finances the
                                necessary funds by borrowing, and NJ and KDDI
                                conduct a joint tender offer. KDDI will
                                purchase all shares until the number of shares
                                owned by Sumitomo and KDDI become equal, and
                                NJ will purchase all shares exceeding such
                                number of shares.
(iii) The Going Private         (iv) After completion of the Going Private
Transaction and the Merger      Transaction
between Target Company and NJ
Conduct the Going Private       Sumitomo and KDDI will each own 50% of the
Transaction using class shares  Target Company's shares after the merger.
subject to wholly call.
Thereafter, the Target Company
will absorb NJ.





[Insider Regulation]

Please be aware  that anyone who  has read the  information contained in  this 
press release may be prohibited  from purchasing the share certificates,  etc. 
of the  Target Company  until  twelve (12)  hours  have passed  following  the 
announcement of  this document  (the  afternoon, October  24, 2012,  the  time 
announced on the timely disclosure information inspection service of the Tokyo
Stock Exchange) as a primary recipient of information coming under the insider
trading regulations pursuant to the provisions of Article 167, paragraph 3  of 
the Act and Article  30 of the  Order for Enforcement of  the Act. Please  be 
advised in advance that  even if you  are accused of  any criminal, civil,  or 
administrative liability for conducting  such purchases, the Tender  Offerors, 
Etc. shall not be held liable therefor.



[Solicitation Regulation]

This press release is  an announcement for the  purpose of publication of  the 
Tender Offer to the general public, and it was not prepared for the purpose of
solicitation for  any sale.  Upon  offering for  sale,  please make  sure  to 
inspect the tender offer  statement regarding the Tender  Offer and to  tender 
your shares by your own judgment. This press release does not constitute  all 
or part of, any offer for, or a solicitation of, the sale, or solicitation  of 
any offer of  the purchase of,  securities. This press  release (or any  part 
thereof) or  the  fact  of its  distribution  shall  not be  grounds  for  any 
agreement regarding the Tender Offer, nor can it be relied upon in  concluding 
any agreement.



[Future Prospects]

The descriptions in this press release contain "forward-looking statements" as
defined in Section 27A of the U.S.  Securities Act of 1933 and Section 21E  of 
the U.S. Securities Act of 1934. The actual results may significantly  differ 
from the predictions  explicitly or implicitly  indicated as  "forward-looking 
statements" due to known or unknown  risks, or uncertainty or other  factors. 
Tender Offerors, Etc. or their affiliates cannot promise that any  predictions 
explicitly  or  implicitly  indicated  as  "forward-looking  statements"  will 
eventually be  accurate. The  "forward-looking statements"  in this  document 
have been prepared based on the information held by the Tender Offerors,  Etc. 
as of the  date of  this document,  and the  Tender Offerors,  Etc. and  their 
affiliates shall not be liable to update or revise the descriptions to reflect
future events or circumstances except as obligated by laws and regulations.



[United States]

Unless the Tender Offer can be structured to comply with applicable U.S.  laws 
and relevant regulations, the Tender Offerors may not extend the Tender  Offer 
in or into the United States or to any U.S. Person (meaning a "U.S. person" as
defined in Regulation S of the U.S.  Securities Act of 1933; the same  applies 
in this paragraph).  In such  case, the Target  Company's share  certificates, 
etc.  may  not  be   tendered  in  the  Tender   Offer  by  any  use,   means, 
instrumentality or facility  from or within  the United States  or by  persons 
located or resident  in the United  States, or  by any person  acting for  the 
account or benefit of, a U.S. Person.



[Other Countries]

In certain countries  or regions,  legal restrictions  may be  imposed on  the 
announcement, publication, or the distribution of this press release. In such
cases, please  note and  comply with  such restrictions.  This press  release 
shall be deemed  to be simply  a distribution of  materials for  informational 
purposes, and  shall  not  constitute  any  solicitation  of  offers  for  the 
purchase, etc. or  the offer for  the sale, etc.  of share certificates,  etc. 
regarding the Tender Offer.







                     This information is provided by RNS
           The company news service from the London Stock Exchange

END


TENUSARRUWARUAA -0- Oct/24/2012 10:50 GMT
 
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