Nippon Broadcasting System, Inc. Announces Notice of Approval of the Tender Offer for Shares of the Company

Business Wire, Feb 16, 2005

TOKYO -- Nippon Broadcasting System, Incorporated (the "Company") passed a resolution at the meeting of its Board of Directors held on January 17, 2005 recommending acceptance of the tender offer for the common shares of the Company by Fuji TV Television Network, Incorporated ("Fuji TV") that was announced on January 17, 2005 (the "Tender Offer").

On February 10, 2005, Fuji TV announced an amendment to the terms of the Tender Offer (the "Amendment"). In this connection, the Company hereby announces that its Board of Directors at a meeting held this February 16, 2005 adopted a resolution recommending acceptance of the Tender Offer as modified by the Amendment, in keeping with the original recommendation of the Company's Board of Directors made on January 17, 2005.

I. Approval of the Tender Offer

   1. Summary of the Offeror

      (1) Trade Name: Fuji Television Network, Incorporated

      (2) Main Business: Television broadcasting pursuant to the
          Broadcast Law

      (3) Date of Incorporation: November 18, 1957

      (4) Address of Head Office: 2-4-8, Daiba, Minato-ku, Tokyo

      (5) Representative: Koichi Murakami, President and Chief
          Operating Officer

      (6) Amount of capital: 106,200,000,000 yen (as of September 30,
          2004)

      (7) Major Shareholders and Shareholding Ratio (as of September
          30, 2004):

            Nippon Broadcasting System, Incorporated    22.51%
            Toho Co., Ltd.                               5.76%
            Japan Trustee Services Bank, Ltd.
             (trust account)                             4.38%
            The Master Trust Bank of Japan, Ltd.
             (trust account)                             3.83%
            Nippon Cultural Broadcasting Inc.            3.06%

      (8) Relationship with the Company:

            Capital relationship:    Fuji TV owns 12.39% of the
                                     outstanding shares of the
                                     Company, and the Company owns
                                     22.51% of the outstanding
                                     shares of Fuji TV.

          Personnel relationship:    Four (4) directors of Fuji TV are
                                     concurrently working as directors
                                     of the Company, and one (1)
                                     full-time statutory auditor of
                                     Fuji TV is concurrently working
                                     as a part-time statutory auditor
                                     of the Company.

        Operational relationship:    Fuji TV and the Company
                                     collaborate in the management of
                                     a studio to produce programs.

       (Note) There are no amendments to the above summary of offeror.

    2. Details of the Opinion on and Purpose of the Tender Offer

    The Company passed a resolution at the meeting of its Board of
Directors held on February 16, 2005 recommending acceptance of the
Tender Offer originally approved by the Company's Board of Directors
held on January 17, 2005 as modified by the Amendment.

    The principal reasons for the above resolution are set out in the
"Notice of Approval of the Tender Offer for Shares of the Company"
dated January 17, 2005. The reasons for the resolution of the Board of
Directors of the Company on February 16, 2005 recommending acceptance
of the Tender Offer, as amended by the Amendment, are: (i) reduction
of the minimum number of shares required to be tendered in the Tender
Offer will increase the chances of the successful completion of the
Tender Offer, and (ii) the reorganization of the management structure
in the future will make selection and concentration of management
resources of the group, in which Fuji TV will be the core entity, more
flexible and effective by enhancing the Company's capital relationship
with Fuji TV through the Tender Offer. The Company determined that the
Tender Offer as amended by the Amendment is in the best interests of
the Company and its shareholders, customers, business partners, and
employees.

    (Reference)

    Summary of the Tender Offer as amended by the Amendment by Fuji
Television Network, Incorporated for shares of the Company

    (1) Class of Shares to be Purchased:
        Common Shares

    (2) Tender Offer Period:
        January 18, 2005 (Tuesday) to March 2, 2005 (Wednesday)/1/

    (3) Purchase Price:
        5,950 yen per share

    (4) Minimum Number of Shares Planned to be Purchased:
        4,135,341 shares/2/

    (Note) If fewer than 4,135,341 shares are tendered, Fuji TV will
not be obligated to purchase any of the shares. If more than 4,135,341
shares are tendered, Fuji TV will purchase all of the shares tendered;
provided, however, that there is no plan for the treasury stock held
by the Company (75,820 shares) to be subject to the Tender Offer.
Therefore, the maximum number of shares that may be acquired by Fuji
TV through the Tender Offer is 28,659,520.

    (5) Changes in Number of Shares Held by Fuji TV

        Number of Shares Held Prior to Tender Offer:
        4,064,660 shares (ownership ratio 12.39%)

        Minimum Number of Shares Held After Tender Offer:
        8,200,001 shares (ownership ratio 25.00%)

    (Note 1) The number of shares held after the Tender Offer is the
number of shares Fuji TV will hold if it purchases 4,135,341 shares,
which is the minimum number of shares planned to be purchased.

    (Note 2) If shareholders tender more than the minimum number of
shares planned to be purchased, Fuji TV will purchase all shares of
the Company so its shareholding ratio after the Tender Offer will be a
maximum of 100%.

    (Note 3) The ownership ratio is calculated based on 32,800,000
shares as the total number of the outstanding shares of the Company
(as of September 30, 2004), and the ratio of voting rights held is
calculated based on 3,272,418 voting rights, which is the result of
adjusting for 10 shares constituting one "unit" and applying number of
total outstanding shares of the Company (32,800,000 shares as of
September 30, 2004) minus the number of treasury shares held by the
Company (75,820 shares).

    (6) Date of Public Notification:
        January 18, 2005 (Tuesday)

    (7) TOB Agent:
        Daiwa Securities SMBC Co., Ltd.
        Daiwa Securities Co., Ltd. (sub-agent)

    (Note) Daiwa Securities SMBC Co., Ltd. holds approximately 8% of
the outstanding shares of Nippon Broadcasting System. Fuji TV
independently determined the purchase price of the Tender Offer.

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