As of May 11, 2007, Lawson holds approximately 50.8% of the total number of Lawson Ticket shares issued and outstanding, and owns Lawson Ticket as a consolidated subsidiary.

As explained below, Lawson will make the tender offer for the primary purpose of purchasing, out of the Lawson Ticket shares issued and outstanding, the stock certificate held by Rakuten, Inc. ("Rakuten") for 9,800 shares (this stock holding represents approximately 17.8% of the total number of Lawson Ticket shares issued and outstanding; "Rakuten-owned shares").

Rakuten has already agreed to apply for the sale of the stock certificate for all of the Rakuten-owned shares through the tender offer.

Lawson will proceed with the tender offer as required by the provisions beginning with Article 27-2 of the Securities Exchange Law ("Law") as Lawson's shareholding ratio of the stock will exceed two-thirds after the purchase of the stock certificate for Rakuten-owned shares. In making the tender offer, Lawson will purchase all the shares tendered to it, as no limit has been designated on the number of shares scheduled for purchase, according to Article 27-13, Paragraph 4 of the Law and Article 14-2-2 of the Securities Exchange Law Enforcement Ordinance ("Ordinance").

On the other hand, as explained below, the purchase price and other conditions of the tender offer may not necessarily reflect the fair corporate value of Lawson Ticket, as they were decided based on an agreement with Rakuten with the primary purpose of Lawson to purchase the stock certificate for 9,800 shares owned by Rakuten (approximately 17.8% shareholding ratio). While Lawson Ticket has expressed support for Lawson's tender offer, it has also expressed that it will leave to the discretion of shareholders whether to tender their shares, as the purchase price for the shares through the tender offer was decided based on an agreement between Lawson and Rakuten, and may not necessarily reflect a fair corporate value of Lawson Ticket.

As explained below, as of May 11, 2007, Lawson has no immediate plans to delist the stock of Lawson Ticket after the tender offer. As no limit has been set on the number of shares scheduled for purchase through the tender offer, and Lawson will purchase all the shares tendered to it, depending on the outcome of the tender offer, the stock of Lawson Ticket might be delisted. Also note that Lawson may decide to delist the stock of Lawson Ticket after the tender offer.

For more detail, please see the attachment below.

Notice of Commencement of Tender Offer for LAWSON TICKET, INC. and Dissolution of Equity Participation with Rakuten, Inc.

(PDF:174KB)

Notice of Support for Tender Offer to Acquire Shares of Lawson Ticket

(PDF:144KB)