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2004 03 25 PDF

CSK CORPORATION

CSK Announces Tender Offer for Cosmo Securities

Tokyo, March 25, 2004 - At a meeting on March 25, 2004,the board of directors of CSK CORPORATION ("CSK") resolved to acquire through a tender offer 50.00% of the outstanding shares of Cosmo Securities Co., Ltd., excluding treasury shares held by Cosmo Securities and fractions of shares, which will be rounded to two decimal places.

  1. Reason for the tender offer
    CSK's Group vision is to continuously contribute to the productivity of customers with unparalleled IT expertise. CSK aims to create value-added services and has positioned Business Process Outsourcing ("BPO"), which manages the operations of process services and contact centers, and IT Outsourcing ("ITO"), which brings together a range of services from systems integration to management, as strategic business areas.

    CSK has also developed a financial services business that includes venture capital. The structure of the financial services industry continues to evolve and we have positioned this as a new business area as part of our attempt to increase overall group profits over the medium to long term.

    Meanwhile, the securities industry's operating environment is changing rapidly, as direct financing becomes more prevalent, the number of individual investors increases rapidly, and rules covering market entry and business regulations are loosened. Within this changing environment each company competes with a unique business model. Competitive products and pricing are no longer enough; the ability to provide customer service, differentiate themselves through the use of IT, and engender trust are vital for companies to retain a competitive advantage.

    By bringing together CSK's services with Cosmo Securities's management resources we intend to create a revolutionary securities company, and in doing so strengthen the business foundation and performance of CSK Group.

    We intend to use our expertise in BPO to reinforce 'customer care' services and create new ways to supply unique services by providing business support services that use BPO centers, contact centers and other client services. We also plan to utilize our expertise in ITO to provide our IT infrastructure and competitive solutions for the finance industry to create information systems that are stable, reliable and adaptable to changes in systems and procedures.

    Other reasons for this agreement include supporting the venture businesses that our burgeoning venture capital operations have invested in, and using this collaboration with a securities business to strengthen our financial services business.

    IT is the platform on which to create new financial services, and by aligning these businesses in this way we expect to spur new developments in our financial services business.

    Note: This tender offer was made following the approval of the Board of Directors of Cosmo Securities and Cosmo Securities's largest shareholders: Resona Bank, Ltd. and its parent company Resona Holdings Ltd.

  2. Outline of the tender offer
    (1)Outline of company
    1. Name Cosmo Securities Co., Ltd.
    2. Main business Comprehensive securities business
    3. Established December 1917
    4. Address 1-8-12, Imahashi, Chuo-ku, Osaka
    5. Representative President Haruhiko Moriyama
    6. Capital ¥32.366 billion (As of September 30, 2003)
    7. Main Shareholders and percentage of shares held

    As of September 30, 2003   
    Name Address or location Number of shares held
    and percentage of total shares outstanding
    Resona Bank, Ltd. 2-2-1, Bingomachi, Chuo-ku, Osaka ('000 shares)
    252,709
    (%)
    59.66
    Japan Securities Finance Co., Ltd. 1-2-10, Kayabacho, Nihonbashi, Chuo-ku, Tokyo 10,121 2.39
    Shinsei Bank, Ltd. 2-1-8, Uchisaiwaicho, Chiyoda-ku, Tokyo 8,959 2.11
    Nippon Life Insurance Company 1-2-2, Yurakucho, Chiyoda-ku, Tokyo 6,387 1.51
    Morgan Stanley
    (Morgan Stanley Japan, Tokyo)
    1585 BROADWAY NEW YORK, NEW YORK 10036, U.S.A.(Ebisu Garden Place Tower, 4-20-3, Ebisu, Shibuya-ku, Tokyo) 3,951 0.93
    The Master Trust Bank of Japan, Ltd. (Trust account) 2-11-3, Hamamatsucho, Minato-ku, Tokyo 3,579 0.84
    Mizuho Employee Pension Trust
    (Trust account for Kubota)
    Harumi Toriton Square Tower Z,
    1-8-12, Harumi, Chuo-ku, Tokyo
    3,107 0.73
    UFJ Trust Bank, Limited
    (Trust Account A)
    1-4-3, Marunouchi, Chiyoda-ku, Tokyo 2,688 0.63
    Nomura Shokusan Co., Ltd. 2-1-2, Kouraibashi, Chuo-ku, Osaka 1,780 0.42
    Trust & Custody Services Bank, Ltd
    (Trust account B)
    Harumi Island Toriton Square Office Tower Z, 1-8-12 Harumi, Chuo-ku,Tokyo 1,675 0.40
    Total - 294,957 69.63

    8. Relationship to CSK There is no capital or personnel relationship with CSK

    (2) Type of securities to be purchased Common shares
    (3) Tender offer period March 26, 2004 - April 15, 2004
    (4) Purchase price ¥135 per share
    (5) Basis for the valuation of the purchase price
    The decision to value the purchase price at ¥135 per share was made after taking into account the multiple of the share price to the net assets of Cosmo Securities and other securities companies, and the market price of Cosmo Securities's shares over the last three months.
    (6) Number of shares to be purchased through offer 210,900,000 shares
    Additional shares to be purchased 0 shares
    (7) Change in number of shares held following tender offer
      Number of shares held prior to purchase 0 shares
      Number of shares held after purchase 210,900,000 shares
    (50.00% of voting rights)
    Should the share purchase proceed as planned, CSK will become the largest shareholder in Cosmo Securities
    Note 1: The number of shares to be held after the purchase will be only the 210,900,000 shares purchased through the tender offer.
    Note 2: Should the total number of shares offered be less than the number of shares planned to be purchased, CSK will not purchase any of the shares offered. Should the total number of shares offered exceed the number of shares planned to be purchased, CSK will not purchase any of the excess shares. The transfer and receipt of these excess shares and all the other settlement procedures involved in their purchase will be carried out using pro-rata distribution as per the terms of Article 27, Clause 13-5 of the Securities Exchange Law.
    Note 3: The percentage of voting rights held has been calculated after subtracting the 210,900,000 shares to be held by CSK following the acquisition from the total number of shares outstanding in Cosmo Securities, excluding the shares held by Cosmo Securities and fractions of shares. The percentage of voting rights held has been calculated to three decimal places and rounded up or down as appropriate. The percentage held prior to this adjustment to the third decimal place was 49.995%. As of March 24, 2004, the number of shares outstanding in Cosmo Securities was 423,601,993.

    (8) Date of announcement of start of purchases March 26, 2004
    (9) Agent for share purchase Takagi Securities Co., Ltd.
    (10) Capital required for purchases ¥28.471 billion

  3. Details of Cosmo Securities's agreement to this tender offer
    This tender offer has been approved by the board of directors of Cosmo Securities.

  4. Forecasts
    This tender offer will have no impact on CSK's financial results for the year ending March 31, 2004.
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