Proxy Advisors Glass Lewis and RiskMetrics Recommend Aderans’ Shareholders Elect Steel Partners’ Board Slate and Reject Unison’s Proposal

Business Wire, May 15, 2009

TOKYO -- Steel Partners Japan Strategic Fund (Offshore), L.P. (“Steel Partners”) announced today that leading proxy advisory firms Glass Lewis & Co. (“Glass Lewis”) and RiskMetrics Group (“RMG”) each issued reports recommending that shareholders vote FOR Steel Partners’ slate of director nominees (proposal 6) to the Board of Directors of Aderans Holdings Co., Ltd. (TSE Code: 8170) (“Aderans” or the “Company”) at the Company’s upcoming Annual General Meeting on May 28, 2009 (the “AGM”).

Glass Lewis and RMG also recommended that Aderans’ shareholders vote AGAINST management’s proposal to tender the Company’s treasury shares (proposal 5) in connection with the proposed tender offer by Unison Capital Group (the “Unison TOB”) stipulated by the Alliance Agreement entered into between the Company and Unison. Glass Lewis further recommended that Aderans shareholders vote AGAINST management’s slate of director nominees (the “Company Nominees”) (proposal 3). RMG recommended that shareholders vote AGAINST the three Unison Capital Group (“Unison”) representatives who were nominated by the Company.

In RMG’s report, which discussed the proposed alliance with Unison and the related proposals to be voted on at the AGM, RMG stated that, “…the problem here is not just the offer price, but the conditions attached to the scheme” and that “RMG believes that the whole scheme leading to the tie up is designed in a way that is unfair to minority shareholders.” RMG also noted that, “…shareholders will find themselves in a prisoner's dilemma situation where the logical choice will be to tender their shares to Unison irrespective of the offer price because a failure to do so would mean that shareholders will be stuck in a company which cannot be expected to increase shareholder value on its own initiative in the years to come.”

Glass Lewis echoed these concerns in its report and stated that it believes “…that there are serious problems at Aderans and that the incumbent board has undertake[n] actions clearly to the contrary to the interests of Shareholders.” Glass Lewis provided further, “[t]his of course says nothing of the board’s decision to push aside the special committee during the final negotiations with Unison nor its failure to make a recommendation to shareholders regarding the tender offer.” Glass Lewis added that it was “…unaware of a similar instance in which an incumbent board took such a passive approach with respect to a strategic transaction at a Company.”

Regarding Steel Partners' eight nominees to the Board, Glass Lewis wrote, “…considering the substantial long-term operating problems at Aderans as well as the governance missteps of the leadership, we believe that shareholders should support the Steel Partner[s] slate of nominees.” This sentiment was echoed by RMG’s report, which provided, “Because the election of the dissident [Steel Partners] nominees to the board is expected to bring management expertise and fresh perspectives to the company that could help increase shareholder value, these nominations merit support.”

Regarding the proposed strategic alliance with Unison, Glass Lewis wrote, “…we see little value-add[ed] from the Alliance Agreement and fail to understand the board’s logic for the approval of the tender offer.” Glass Lewis concluded their report stating, “To compound matters, the board has entered into a questionable strategic agreement with Unison that causes us to question the board’s true motive.”

Both the Glass Lewis report and the RMG report questioned the tender of the Company’s treasury shares and recommend shareholders to vote AGAINST this proposal, with RMG’s report stating, “Because the whole scheme leading to the tie up, which includes the questionable tender offer, is not in shareholders' interest, this proposal does not merit support.”

“The independent analysis by the world’s leading proxy advisory firms clearly shows that the proposed Unison tender offer is not in the best interests of Aderans’ shareholders and confirmed our position that the tender offer is coercive, inadequate and dilutive,” stated Warren Lichtenstein of Steel Partners. “Their endorsement of Steel Partners’ director nominees is significant, and we urge shareholders to follow their recommendations.”

Steel Partners urges fellow shareholders to vote FOR Steel Partners’ nominees (Proposal 6) and reject the Unison TOB and to vote AGAINST the Company Nominees (Proposal 3) and AGAINST the tender of the Company’s treasury shares (Proposal 5).

Steel Partners stressed that the 2009 AGM will determine the future direction of the Company, stating, “The deadline to vote is rapidly approaching. Don’t delay, your vote is very important.”