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Benesse Corporation has announced that its Board of Directors today resolved to convert to a pure holding company structure on October 1, 2009 (tentative date). Details are as follows.
This move is subject to approval by the Company’s general shareholders’ meeting, scheduled for June 2009, as well as the necessary regulatory approval.

1.     Background
Since its founding, Benesse Corporation has operated businesses that generate added value, centering on educational and publishing operations. Spanning the language-study, lifestyle and nursing care fields, the Company’s businesses are all guided by the “live well” philosophy expressed in the Benesse name.
Benesse’s management has decided to move to a holding company structure as it feels the Company needs to establish an operational structure that can raise and maximize the corporate value of the Benesse Group as a whole going forward. While adhering to the Group’s corporate philosophy, such a structure should ensure business expansion—possibly through M&As or strategic alliances—via improved efficiency in business operations and management, and allow each business to hone its competitiveness. The overarching aim is to achieve substantial growth and development in the Benesse Group to provide customers with better products and services more appropriate to their needs.
The corporate reorganization accompanying this move affects only the internal structure of the Group. Benesse’s business activities will not be affected.

2.     Purpose of holding company
Listed below are the reasons why the Benesse Group has decided on a pure holding company structure as the form of business organization best suited to supporting its future growth.

(1)  Improved Group-wide strategy and corporate governance
Through a holding company structure, Benesse aims to enhance Group-wide strategic planning and execution so as to maximize the corporate value of the Benesse Group as a whole. This structure will afford greater flexibility and balance the needs of the Group with those of individual businesses.
By functionally separating Group management and oversight from business execution, Benesse will clearly define the respective roles and responsibilities of the holding company and the operating companies. This should speed up management and enhance transparency.

(2)  Accelerated growth and enhanced competitiveness in individual businesses
Operating companies will be able to concentrate on their own particular businesses, responding to market conditions as necessary and clearly delineating responsibilities and authority within individual operations. This should speed up growth and enable operating companies to pursue greater specialization in their businesses.

(3)  Active investment in new and growing businesses
The Benesse Group aims to generate further corporate value by actively and efficiently concentrating the investment of management resources in new growth fields, primarily in the education business.

(4) Optimal human resource deployment throughout Group
Benesse will develop talented management personnel to ensure the continuation of its growth strategies, and ensure optimal human resource deployment throughout the Group.

3.     Method of conversion to pure holding company structure
Benesse Corporation plans to spin off all of its business segments, converting them into subsidiaries.

4. Schedule
A tentative schedule for the conversion to a pure holding company structure is as follows:
Late April 2009      Approval by Board of Directors
Late June 2009      Approval by general shareholders’ meeting
October 1, 2009     Effective date of spin-off

5.     Further details
Further details will be announced once decided.