Change in Status of Subsidiary and Business Alliance with am/pm Japan

2009/03/14

LAWSON, INC. today announced that, based on a basic agreement concluded on February 25, 2009, it has agreed to purchase all of the shares in and receivables from am/pm Japan Co., Ltd. from REX Holdings Inc.("REX Holdings"), and has entered into a shares and receivables transfer agreement with REX Holdings (hereinafter the "Acquisition"). LAWSON has also entered into a comprehensive business alliance agreement with am/pm Japan.

The details of the Acquisition are as follows.
am/pm Japan plans to implement a 5.5 billion yen third-party allocation of new shares to REX Holdings in order to secure operating capital, improve its financial position and enhance its capitalization. Along with this capital injection, REX Holdings plans to make am/pm Japan a wholly owned subsidiary before the Acquisition.

1.Agreement Date for Purchase of Shares and Receivables, and Agreement Date for Comprehensive Business Alliance
March 13, 2009

2.Number of Shares to Be Acquired, Price and Share Ownership Status Before and After the Acquisition

Shareholding before Acquisition	0 shares (0.0% shareholding)
No. of shares to be acquired	Undetermined (Purchase price 2 yen)
Shareholding after Acquisition	Undetermined (100.0% shareholding)

(Note) This Acquisition is premised on am/pm Japan implementing a 5.5 billion yen third-party allocation of new shares to REX Holdings. Because the number of shares to be acquired, the number of shares to be held after Acquisition and the number of voting rights to be held are undetermined at present, a further announcement will be made as soon as these matters are determined. Present plans call for am/pm Japan to make a 4.6 billion yen third-party allocation of new shares to REX Holdings in late March, followed by another 0.9 billion yen allocation in early July, for a total private placement of 5.5 billion yen. The provisional purchase price is 1 yen for all am/pm Japan shares following the aforementioned third-party allocations. Furthermore, the purchase price of all receivables is provisionally 20.0 billion yen. Accordingly, the real acquisition price is approximately 14.5 billion yen.

3.Details of the Comprehensive Business Alliance
LAWSON and am/pm Japan will forge a comprehensive business alliance in terms of store operations, store development, product transactions and other areas. A Management Integration Committee will be formed from representatives of LAWSON and am/pm Japan, and this committee will spearhead efforts to improve the profit of am/pm Japan and its stores. It will also hold discussions in preparation for a merger in spring of next year.

4.Schedule
The schedule going forward is as follows. The execution of this Acquisition is subject to the fulfillment of items specified in the final agreement, including consensus with am/pm Japan and its trademark holders on certain issues.

Late March 2009 (tentative):4.6 billion yen third-party allocation of new shares by am/pm Japan to REX Holdings

REX Holdings to make am/pm Japan a wholly owned subsidiary

March 30, 2009 (tentative):Acquisition date for shares and receivables

Early July 2009 (tentative):Additional 0.9 billion yen third-party allocation of new shares by am/pm Japan to REX Holdings

5.Outlook
Today's announcement will have no impact on LAWSON's consolidated or non-consolidated results for the year ended February 28, 2009. The impact on consolidated and non-consolidated results for the year ending February 28, 2010 and thereafter will be announced once it has been determined.

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