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

Business Wire, Jan 17, 2005

TOKYO -- The Company hereby announces the resolution passed 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 Television Network, Incorporated ("Fuji TV").

1.  Summary of 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
            Representative Director
        (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.

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

The Company determined that the tender offer for its common shares by Fuji TV (the "Tender Offer") will contribute to the development of the Company's business for the reasons below and passed a resolution recommending acceptance of the Tender Offer at the meeting of its Board of Directors held on January 17, 2005.

Fuji TV, which currently owns 12.39% (4,064,660 shares) of the total issued shares of the Company, is conducting the Tender Offer for the purpose of obtaining management control over the Company through the acquisition of all of the issued shares of the Company (excluding the treasury stock owned by the Company).

With the rapid progress of digitalization in the business environment surrounding the broadcasting industry, the integration of broadcasting and telecommunications has accelerated. In order to adapt to this changing business environment, we must accurately understand and analyze market needs and establish a new business model free from pre-conceived ideas and taking into account technological developments.

Although Fuji TV and the Company have a history of cooperation, they have managed their companies separately and, based on independent management policies and strategies, have established their respective positions as leaders in the television and radio broadcasting industries. In order to maintain a strong position in the media industry of the 21st century, however, we believe the companies urgently need to adopt a group management system that enables flexible and efficient implementation of decisions regarding the use and concentration of operating resources of the group, supported by the capital policies of the entire group rather than those of the individual companies.

Furthermore, from the viewpoint of the shareholding relationships, we consider it necessary for the group to establish a long-lasting and stable management system particularly, since the group operates in the highly public media business and there will be an ongoing need to fulfill the Fuji-Sankei group's social mission and responsibilities.

Obtaining management control over the Company through the Tender Offer is the first step towards Fuji TV's aim to establish a new group management system in which Fuji TV will be the core entity.

For the purpose of effectively competing in the media industry of the 21st century, the Company will work with Fuji TV to strengthen the business base of the whole Fuji-Sankei group and commit itself to establishing one of the strongest media groups in Japan with a global outlook.

The purchase price of the Tender Offer, 5,950 yen per share, reflects a premium of approximately 21% over the average closing price of shares of the Company on the Tokyo Stock Exchange, Second Section during the three-month period ended January 14, 2005 (4,937 yen). The Board of Directors of the Company has determined that the purchase price of the Tender Offer is reasonable by referring to the valuation of the shares of the Company calculated by an independent institution (KPMG FAS Co.,Ltd.).