IR News｜News

 Benesse Corporation announced that on December 28, 2000 it made a proposal to a special committee of outside directors of its United States subsidiary, Berlitz International, Inc., to acquire all of the outstanding shares of common stock of Berlitz for $12.00 per share, which would result in Berlitz becoming a wholly-owned subsidiary of Benesse. Benesse contemplates that the acquisition may be accomplished through a tender offer, however, the ultimate form of any transaction will depend on the response of the special committee.
Benesse requested in its proposal that the special committee evaluate the fairness of its proposal and make a recommendation to the shareholders of Berlitz with respect thereto.


1. Reason for the acquisition

Benesse views this proposal as a way to increase the speed and flexibility of management of the Benesse Group. Although Berlitz is a subsidiary of Benesse, it is listed on the New York Stock Exchange. As a result, the business of Berlitz has been developed keeping in mind the interests of an indeterminate number of shareholders. However, if Berlitz becomes a wholly-owned subsidiary of Benesse, it will be free to develop its business solely in accordance with the management strategies of the Benesse Group.

2. General description of the proposed share acquisition

(1) General description of the target company

a. Name:
Berlitz International, Inc.

b. Main Business:
Language instruction, document translation and publishing. Berlitz is a language education and related services company with language centers in over 50 countries worldwide.

c. Establishment Date:
July 1, 1878

d. Headquarters:
400 Alexander Park, Princeton, NJ 08540-6306 U.S.A.

e. Representative:
Vice Chairman James R. Kahl

f. Capital:
US$1,005,000

g. Five Year Performance Trend:
Fiscal Year Ended December 31, in US$ 000s
(Sales)
1995: 354,509
1996: 369,622
1997: 397,209
1998: 436,303
1999: 446,181
(Net (Loss) Income)
1995: 2,270
1996: 3,803
1997: (934)
1998: 2,082
1999: (13,084)
* Source: Berlitz 10-Ks

h. Benesse Shareholdings (Number of shares held and Ratio):
- Benesse Holdings International, Inc.
6,972,138 (73.03%)
- Benesse Corporation K.K.
13,200 (0.14%)
*Benesse Holdings International, Inc. is Benesse's holding company in the United States. The Representative Director of Benesse, Soichiro Fukutake, is also the Chairman of the Board of Benesse Holdings International,Inc.

i. Relationship to Benesse:
Berlitz is a United States subsidiary of Benesse. The Representative Director of Benesse, Soichiro Fukutake, is also the Chairman of the Board of Berlitz.

(2) Class of Target Shares: Common Stock

(3) Timing of Acquisition: Undetermined

(4) Proposed Acquisition Price: US$12.00 per share

(5) Outstanding Shares of Berlitz: 9,546,536 (*note)
*note: As of November 10, 2000 (Source: Berlitz Quarterly Report on Form 10Q for third quarter 2000)

The foregoing is a fair and accurate English translation of the Japanese language press release issued in Japan by Benesse Corporation.