Announcement of conclusion of basic agreement regarding the acquisition of am/pm Japan Co., Ltd.

2009/02/25

LAWSON, Inc., upon resolutions passed today, February 25, 2009 at a Board of Directors Meeting agreed to conclude a basic agreement with REX Holdings Inc. regarding the acquisition of all shares and all receivables of its subsidiary am/pm Japan Co., Ltd. (hereafter am/pm Japan Co., Ltd.) held by REX Holdings Inc. (hereafter "the Acquisition"). Details are as follows:

1. Objective of the Acquisition
LAWSON, Inc. is the headquarter operating its own and franchised convenience stores in the LAWSON, NATURAL LAWSON, and LAWSON STORE100 chains.Meanwhile, am/pm Japan Co., Ltd. is the headquarter operating its own and franchised convenience stores, primarily in the am/pm chain but also in the Delice Town, ampm enta!, and MiniMarket chains.

LAWSON, Inc.'s medium-term management issue is to gain customer satisfaction in the densely populated and competitive Tokyo metropolitan area. Consequently, LAWSON,Inc. has been focusing on the investment of its business resources in this core area. Through this acquisition, LAWSON, Inc. will be able to further strengthen its dominant store network as well as its customer segment base and make a significant stride towards resolving its management issues. Sharing LAWSON Group's broad expertise with am/pm Japan Co., Ltd., LAWSON, Inc. believes this will contribute to improving the corporate value of am/pm Japan Co., Ltd's stores throughout Japan.

am/pm Japan Co., Ltd. plans to implement a 5.5 billion yen third-party allocation of new shares to REX Holdings Inc. in order to secure operating capital, improve its financial position and enhance its capitalization. The Acquisition is premised on this third-party allocation of new shares.

In addition, upon the conclusion of the final contract, LAWSON, Inc. and am/pm Japan Co., Ltd. will conclude a separate business alliance agreement and begin discussions premised on a merger between the two companies in spring 2010.

2. Overview of the new subsidiary

(1)Company name am/pm Japan Co., Ltd.

(2)Representative Toshihiko Aizawa, President and CEO

(3)Address 8-7, Roppongi 1-chome, Minato-ku, Tokyo, Japan

(4)Date established 2-Apr-90

(5)Business activities Operation of stores and management of franchise stores, primarily in the am/pm Japan convenience store chain, store consulting, etc.

(6)Fiscal year-end 31-Dec

(7)Employees 465 (as of December 31, 2007)

(8)Store network 1,169 stores (including regional franchises; as of December 31, 2007)

(9)Capital 9,550 million yen

(10)Total issued shares 910,000 shares

(11)Major shareholders and shareholding ratio REX Holdings Inc. 62.60%

Japan Energy Corporation 20.00%

Mitsubishi Corporation 10.00%

Sumitomo Mitsui Banking Corporation 2.40%

Tokyo Electric Power Company, Inc. 1.60%

NTT DOCOMO, Inc. 1.60%

NIF SMBC Ventures Co., Ltd. 1.10%

All Nippon Airways Co., Ltd. 0.50%
(12)Business results for the most recent fiscal years

Year ended December 31, 2006 Year ended December 31, 2007

Net sales 46,148 million yen 38,221 million yen

Gross profit on sales 32,948 million yen 26,844 million yen

Operating profit -1,143 million yen -3,490 million yen

Recurring profit -1,344 million yen -3,968 million yen

Net profit -5,026 million yen -14,883 million yen

Total assets 47,984 million yen 48,415 million yen

Net assets 2,621 million yen -12,262 million yen

Capital 9,550 million yen 9,550 million yen

Dividend per share - yen -yen

3. Company Selling Shares and Receivables

(1) Company name REX Holdings Inc.

(2) Representative Yukihiko Komatsuzaki, President

(3) Head office location 8-7, Roppongi 1-chome, Minato-ku, Tokyo, Japan

(4) Business activities A holding company that formulates and promotes group management strategy, audits group management, and conducts various other group business management activities

(5) Relationship to LAWSON

Capital relationships None

Business relationships None

Personnel relationships None

4. Number of shares to be acquired, price and share ownership status before and after the acquisition
LAWSON, Inc. plans to execute the Acquisition provided that REX Holdings makes am/pm a wholly owned subsidiary in conjunction with the aforementioned third-party allocation of new shares. Pending the payment of 5.5 billion yen by REX Holdings to am/pm Japan Co., Ltd. for the third-party allocation of new shares, the planned acquisition amount is to be memorandum value for all shares of am/pm Japan Co., Ltd. and 20 billion yen for receivables. As a result of these transactions, the actual net acquisition amount will be 14.5 billion yen.

5. Acquisition schedule
LAWSON, Inc. and REX Holdings plan to hold discussions with concerned parties regarding concrete terms for the Acquisition, including coordination, and seek to promptly conclude a final agreement. The execution of the Acquisition is premised on the fulfillment of items specified in the final agreement, including consensus with am/pm Japan Co., Ltd. and its trademark holders on certain issues. The schedule is as follows:

February 25, 2009 (Wednesday): Conclusion of basic agreement
Early March, 2009 (tentative): Conclusion of contract for transfer of shares and receivables and conclusion of contract for business alliance
Late March, 2009 or later (tentative): Acquisition date for shares and receivables

6. Outlook
The Acquisition will have no impact on LAWSON, Inc.'s results (consolidated and non-consolidated) for the year ending February 28, 2009. The impact on consolidated and non-consolidated results for the next fiscal year will be announced once it has been determined.

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