Notice Regarding Capital and Business Alliance Agreement with XNET Corporation and Commencement of Tender Offer for Shares of XNET Corporation

Jan. 13, 2009

NTT DATA Corporation

NTT DATA CORPORATION (“NTT DATA”) hereby announces that it resolved in a meeting of the board of directors held today to enter into a capital and business alliance agreement with XNET Corporation (“XNET”) and to acquire the shares of XNET through a tender offer as described below. In addition, XNET resolved in a meeting of its board of directors held today to express its support of the tender offer.

  1. 1Purpose of Tender Offer

    NTT DATA has been pursuing its goal of being a “leading-edge innovator” by shifting our focus from quantity (sales) to quality (business methods/ value-creating businesses) in order to become the No.1 corporate group in customer satisfaction. To this end, under our Medium-term Management Policy, we have promoted innovation in sales and marketing processes, innovation in development processes, efficient group management, improvement of the business portfolio, emphasis on growth engines, and human resources development.

    XNET is a major business service provider in the field of solutions for capital markets, offering its services known as XNET Services mainly to institutional investors. XNET services include (i) middle-office operations (portfolio management) for asset management; (ii) back-office operations such as accounting journal entry, cash flow and spot trading management; and (iii) front-office operations such as supporting institutional investors’ trading operations, placing orders between investors and securities companies, and exchanging data concerning trading volumes. XNET has been steadily expanding its sales since its establishment in 1991.

    However, XNET recognizes that expanding the contents of solutions and a new customer base, as well as securing human resources accompanied by such expansion, are the business management challenges that it faces for its further expansion in the future. In that context, XNET has been seeking a business partnership with a corporation which (i) XNET will be able to continuously provide its services together with, and (ii) is expected to create business synergies that would maximize the corporate value of XNET.

    NTT DATA believes that multiple synergies would be achieved by NTT DATA and XNET by their mutual utilization and integration of their valuable brands as well as their advanced technology, customer goodwill, and track records. NTT DATA and XNET entered into the Capital and Business Alliance Agreement on January 13, 2009, reaching an agreement that both companies can improve their corporate value as a result of the aforementioned synergies.

  2. 2Outline of Tender Offer
    1. 1Outline of XNET
      1. (i)Corporate name : XNET Corporation
      2. (ii)Content of business : /XNET Services and sales of equipment
      3. (iii) Date of establishment : June 3, 1991
      4. (iv) Address of head office : Sumitomo Fudosan Yotsuya Building 4F, 13-4, Araki-cho, Shinjuku-ku, Tokyo, Japan
      5. (v)Title and name of representative : Kunio Suzuki, Representative Director and President
      6. (vi)Capital (as of September 30, 2008) : 783,200,000 yen
      7. (vii)Listed stock exchange : Tokyo Stock Exchange
      8. (viii)Number of shares issued : 41,308 shares
      9. (ix)Relationship between NTT DATA and XNET :
        • Capital relationship None
        • Personnel relationship None
        • Business relationship None
      10. (x)Number of employees : 127(as of September 30, 2008)
      11. (xi)Total sales : 29.6 million yen (as of end March 2008)
    2. 2Tender Offer Period

      From January 14, 2009 (Wednesday) through March 2, 2009 (Monday) (33 business days in Japan)

    3. 3Purchase Price of Tender Offer

      173,100 yen per share

    4. 4Number of Shares to be Purchased through Tender Offer
      • 51% of ordinary shares issued
      • Total number of shares to be purchased: 21,067 shares
    5. 5Transfer of Ownership Percentage of Shares through Tender Offer
      • Number of shares owned prior to the tender offer: 0 shares
      • Number of shares owned after the tender offer: 21,067 shares(51% ownership)
    6. 6Date of Public Notice of the Commencement of Tender Offer

      January 14, 2009 (Wednesday)

    7. 7Tender Offer Agent
      • Daiwa Securities SMBC Co., Ltd.
      • Daiwa Securities Co., Ltd. (sub-agent)
    8. 8Agreement of Company Concerned regarding Tender Offer

      XNET resolved in a meeting of its board of directors held today to express its support of the tender offer.

    9. 9Forecast for the Future
      • If this tender offer is successfully completed, XNET will become a consolidated subsidiary of NTT DATA.
      • The total maximum number of shares to be purchased through this tender offer is 21,067 shares (51% of XNET’s issued shares, 51% of voting rights). NTT DATA has no intention of delisting these shares and will maintain the listing of XNET’s shares after the successful completion of this tender offer. At the present time, NTT DATA has no plans to acquire additional shares of XNET after this tender offer.

Disclaimer

This press release is a translation of the original Japanese language press release relating to a tender offer being conducted in Japan in accordance with Japanese law. The tender offer referred to herein is not being extended to U.S. shareholders of the target company or otherwise in the United States, and tenders will not be valid if made from a U.S. address or through the U.S. mail.

For more information, please contact:

Public Relations Department
NTT DATA Corporation
Tel: +81-3-5546-8051

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