Berlitz International Announces Special Committee's Recommendation to Shareholders of Benesse's Proposal to Purchase All Shares

Business Wire, April 5, 2001

Business Editors

PRINCETON, N.J.--(BUSINESS WIRE)--April 5, 2001

Berlitz International, Inc. (NYSE: BTZ) ("Berlitz") announced today that a Special Committee, comprised of the disinterested directors on Berlitz's board of directors, has reviewed and recommended as fair to shareholders an offer by Benesse Holdings International, Inc., a wholly-owned subsidiary of Benesse Corporation of Japan, to purchase all of the publicly held shares of Berlitz common stock at a price of $14.50 per share in cash. As a result of the Special Committee's recommendation, it is expected that Benesse Holdings will commence a tender offer for Berlitz shares at $14.50 per share in cash in the near future. Benesse, Benesse Holdings and Mr. Soichiro Fukutake, the President of Benesse, currently own approximately 75.6% of Berlitz's outstanding shares.

The press release above is neither an offer to purchase nor a solicitation of an offer to sell securities of Berlitz. If and when a tender offer is made for the common stock of Berlitz, Berlitz shareholders are advised to read the tender offer statement, which would be filed by Benesse Holdings with the U.S. Securities and Exchange Commission, and the related solicitation/recommendation statement that would be filed by Berlitz with the Commission at the commencement of any tender offer. The tender offer statement (which would include an offer to purchase, letter of transmittal and related tender offer documents) and the solicitation/recommendation statement would contain important information that should be read carefully before any decision is made with respect to the tender offer. If a tender offer is commenced, Berlitz shareholders will be able to obtain a copy of these documents from the purchasers' information agent, without charge, upon request. These documents also would be made available at no charge on the SEC's web site at www.sec.gov.