On August 19, 2011, Mitsubishi Corporation (hereinafter “the Company” or the “Tender Offeror”) announced in a press release titled “Mitsubishi Corporation to Commence Tender Offer for Shares of Chuo Kagaku Co., Ltd.” that it planned to conduct a tender offer (hereinafter the “Tender Offer”) for the shares of Chuo Kagaku Co., Ltd. (hereinafter the “Target Company”). The Company wishes to advise that it has decided to conduct the Tender Offer from September 5, 2011, as planned.

The Company also hereby gives notification of the details of amendments to the aforementioned “Mitsubishi Corporation to Commence Tender Offer for Shares of Chuo Kagaku Co., Ltd.” press release due to a decision that the Company conducts the Tender Offer from September 5, 2011 as stated above and matters that have arisen in relation to the Tender Offer since August 19, 2011, as well as the information in connection with “Number of Voting Rights Represented by Shares, etc., Owned by Parties having Special Relationship with the Tender Offeror before the Tender Offer” that was reported as “unknown” in “(6) Proportion of Ownership of Shares, etc. After the Tender Offer” under “2. Outline of the Tender Offer” in the aforementioned “Mitsubishi Corporation to Commence Tender Offer for Shares of Chuo Kagaku Co., Ltd.” press release but has been confirmed. Details are as follows.

 

The amendments made by this press release are underlined in the below. Furthermore, the word “today” used in the text prior to the amendmens to “Number of Voting Rights Represented by Shares, etc., Owned by Parties having Special Relationship with the Tender Offeror before the Tender Offer” in “(6) Proportion of Ownership of Shares, etc. After the Tender Offer” and “2) Existence of Conditions for Withdrawal, etc. of the Tender Offer, Details Thereof, and Manner of Disclosing Withdrawal, etc.” of “(9) Other Conditions and Procedures Relating to the Tender Offer,” both under “2. Outline of the Tender Offer” below, refers to August 19, 2011.

 

 

(Pre-amendment)

 

(Prior Text Omitted)

 

The Tender Offer Price of 386 yen per share represents a 1.0% discount (rounded to 1 decimal place) on the 390 yen closing price of the Target Company's common stock of regular transactions on JASDAQ on August 18, 2011, the business day directly before the announcement of the Tender Offer. It also represents a discount of 0.3% (rounded to 1 decimal place) on the 387 yen simple average price (rounded) of the closing price of the Target Company's common stock of regular transactions for the past one week (the period from August 12 to August 18, 2011). Furthermore, it represents a 1.0% discount (rounded to 1 decimal place) on the 390 yen simple average price (rounded) of the closing price of the Target Company's common stock of regular transactions for the past one month (the period from July 19 to August 18, 2011). However, it represents a premium of 2.4% (rounded to 1 decimal place) on the 377 yen simple average price (rounded) of the closing price of the Target Company's common stock of regular transactions for the past three months (the period from May 19 to August 18, 2011). And it represents a premium of 3.8% (rounded to 1 decimal place) on the 372 yen simple average price (rounded) of the closing price of the Target Company's common stock of regular transactions for the past six months (the period from February 21 to August 18, 2011).

 

(Subsequent Text Omitted)

 

(Post-Amendment)

 

(Prior Text Omitted)

 

The Tender Offer Price of 386 yen per share represents a 1.0% discount (rounded to 1 decimal place) on the 390 yen closing price of the Target Company's common stock of regular transactions on JASDAQ on August 18, 2011, the business day directly before the announcement of the Tender Offer. It also represents a discount of 0.3% (rounded to 1 decimal place) on the 387 yen simple average price (rounded) of the closing price of the Target Company's common stock of regular transactions for the past one week (the period from August 12 to August 18, 2011). Furthermore, it represents a 1.0% discount (rounded to 1 decimal place) on the 390 yen simple average price (rounded) of the closing price of the Target Company's common stock of regular transactions for the past one month (the period from July 19 to August 18, 2011). However, it represents a premium of 2.4% (rounded to 1 decimal place) on the 377 yen simple average price (rounded) of the closing price of the Target Company's common stock of regular transactions for the past three months (the period from May 19 to August 18, 2011). And it represents a premium of 3.8% (rounded to 1 decimal place) on the 372 yen simple average price (rounded) of the closing price of the Target Company's common stock of regular transactions for the past six months (the period from February 21 to August 18, 2011).

 

 

(Subsequent Text Omitted)

 

 

(Pre-amendment)

 

(Prior Text Omitted)

 

The Tender Offer Price of 386 yen per share represents a 1.0% discount (rounded to 1 decimal place) on the 390 yen closing price of the Target Company's common stock of regular transactions on JASDAQ on August 18, 2011, the business day directly before the announcement of the Tender Offer. It also represents a discount of 0.3% (rounded to 1 decimal place) on the 387 yen simple average price (rounded) of the closing price of the Target Company's common stock of regular transactions for the past one week (the period from August 12 to August 18, 2011). Furthermore, it represents a 1.0% discount (rounded to 1 decimal place) on the 390 yen simple average price (rounded) of the closing price of the Target Company's common stock of regular transactions for the past one month (the period from July 19 to August 18, 2011). However, it represents a premium of 2.4% (rounded to 1 decimal place) on the 377 yen simple average price (rounded) of the closing price of the Target Company's common stock of regular transactions for the past three months (the period from May 19 to August 18, 2011). And it represents a premium of 3.8% (rounded to 1 decimal place) on the 372 yen simple average price (rounded) of the closing price of the Target Company's common stock of regular transactions for the past six months (the period from February 21 to August 18, 2011).

 

(Post-amendment)

 

(Prior Text Omitted)

 

The Tender Offer Price of 386 yen per share represents a 1.0% discount (rounded to 1 decimal place) on the 390 yen closing price of the Target Company's common stock of regular transactions on JASDAQ on August 18, 2011, the business day directly before the announcement of the Tender Offer. It also represents a discount of 0.3% (rounded to 1 decimal place) on the 387 yen simple average price (rounded) of the closing price of the Target Company's common stock of regular transactions for the past one week (the period from August 12 to August 18, 2011). Furthermore, it represents a 1.0% discount (rounded to 1 decimal place) on the 390 yen simple average price (rounded) of the closing price of the Target Company's common stock of regular transactions for the past one month (the period from July 19 to August 18, 2011). However, it represents a premium of 2.4% (rounded to 1 decimal place) on the 377 yen simple average price (rounded) of the closing price of the Target Company's common stock of regular transactions for the past three months (the period from May 19 to August 18, 2011). And it represents a premium of 3.8% (rounded to 1 decimal place) on the 372 yen simple average price (rounded) of the closing price of the Target Company's common stock of regular transactions for the past six months (the period from February 21 to August 18, 2011).

 

 

(Measures Aimed to Ensure the Fairness of the Tender Offer, Including Measures Aimed to Ensure the Fairness of the Tender Offer Price and Measures to Avoid Conflicts of Interest)

 

 

(Pre-amendment)

 

(Prior Text Omitted)

 

The Tender Offer Price of 386 yen per share represents a 1.0% discount (rounded to 1 decimal place) on the 390 yen closing price of the Target Company's common stock of regular transactions on JASDAQ on August 18, 2011, the business day directly before the announcement of the Tender Offer. It also represents a discount of 0.3% (rounded to 1 decimal place) on the 387 yen simple average price (rounded) of the closing price of the Target Company's common stock of regular transactions for the past one week (the period from August 12 to August 18, 2011). Furthermore, it represents a 1.0% discount (rounded to 1 decimal place) on the 390 yen simple average price (rounded) of the closing price of the Target Company's common stock of regular transactions for the past one month (the period from July 19 to August 18, 2011). However, it represents a premium of 2.4% (rounded to 1 decimal place) on the 377 yen simple average price (rounded) of the closing price of the Target Company's common stock of regular transactions for the past three months (the period from May 19 to August 18, 2011). And it represents a premium of 3.8% (rounded to 1 decimal place) on the 372 yen simple average price (rounded) of the closing price of the Target Company's common stock of regular transactions for the past six months (the period from February 21 to August 18, 2011).

 

(Subsequent Text Omitted)

 

(Post-amendment)

 

(Prior Text Omitted)

 

The Tender Offer Price of 386 yen per share represents a 1.0% discount (rounded to 1 decimal place) on the 390 yen closing price of the Target Company's common stock of regular transactions on JASDAQ on August 18, 2011, the business day directly before the announcement of the Tender Offer. It also represents a discount of 0.3% (rounded to 1 decimal place) on the 387 yen simple average price (rounded) of the closing price of the Target Company's common stock of regular transactions for the past one week (the period from August 12 to August 18, 2011). Furthermore, it represents a 1.0% discount (rounded to 1 decimal place) on the 390 yen simple average price (rounded) of the closing price of the Target Company's common stock of regular transactions for the past one month (the period from July 19 to August 18, 2011). However, it represents a premium of 2.4% (rounded to 1 decimal place) on the 377 yen simple average price (rounded) of the closing price of the Target Company's common stock of regular transactions for the past three months (the period from May 19 to August 18, 2011). And it represents a premium of 3.8% (rounded to 1 decimal place) on the 372 yen simple average price (rounded) of the closing price of the Target Company's common stock of regular transactions for the past six months (the period from February 21 to August 18, 2011).

 

 

(Subsequent Text Omitted)

 

(6) Proportion of Ownership of Shares, etc. After the Tender Offer

 

(Pre-confirmation)

 

Number of Voting Rights Represented by Shares, etc. Owned by the Tender Offeror before the Tender Offer	18,888	(Share Ownership of Shares, etc. before the Tender Offer: 9.37%)
Number of Voting Rights Represented by Shares, etc., Owned by Parties having Special Relationship with the Tender Offeror before the Tender Offer	Unknown at this stage	(Share Ownership of Shares, etc. before the Tender Offer: Unknown at this stage)
Number of Voting Rights Represented by Shares, etc. to be Purchased	87,780	(Share Ownership of Shares, etc. after the Tender Offer: 52.94%)
Total Number of Voting Rights of All Shareholders of the Target Company	201,481

 

 

(Middle Text Omitted)

 

(Note 2) “Number of Voting Rights Represented by Shares, etc., Owned by Parties having Special Relationship with the Tender Offeror Before the Tender Offer” is unknown as of today. This number will be disclosed after further surveying by the Tender Offer commencement date on September 5, 2011.

 

(Subsequent Text Omitted)

 

(Post-confirmation)

 

Number of Voting Rights Represented by Shares, etc. Owned by the Tender Offeror before the Tender Offer	18,888	(Share Ownership of Shares, etc. before the Tender Offer: 9.37%)
Number of Voting Rights Represented by Shares, etc., Owned by Parties having Special Relationship with the Tender Offeror before the Tender Offer	10,288	(Share Ownership of Shares, etc. before the Tender Offer: 5.11%)
Number of Voting Rights Represented by Shares, etc. to be Purchased	87,780	(Share Ownership of Shares, etc. after the Tender Offer: 52.94%)
Total Number of Voting Rights of All Shareholders of the Target Company	201,481

 

 

(Middle Text Omitted)

 

(Note 2) “Number of Voting Rights Represented by Shares, etc., Owned by Parties having Special Relationship with the Tender Offeror Before the Tender Offer” is the number of voting rights represented by the share certificates, etc. held by Parties having Special Relationship with the Company. (However, this excludes the holders who are excluded from Parties having Special Relationship with the Tender Offeror in accordance with Article 3, Paragraph 2-1 of the Cabinet Office Ordinance regarding Disclosure of Tender Offers of Shares and Other Securities by Non-Issuers (Ministry of Finance Ordinance No. 38 of 1990, as amended) (the "Cabinet Office Ordinance") in the calculation of Share Ownership of Shares, etc. in Article 27, Paragraph 2-1 of the Act.) Furthermore, since the shares, etc. owned by Parties having Special Relationship with the Tender Offeror are subject to  the Tender Offer, in the calculation of “Share Ownership of Shares, etc. after the Tender Offer,” “Number of Voting Rights Represented by Shares, etc., Owned by Parties having Special Relationship with the Tender Offeror before the Tender Offer” are not added to the numerator.

 

(Subsequent Text Omitted)

 

 

(Pre-amendment)

 

(Prior Text Omitted)

 

The Tender Offeror submitted a Prior Notice regarding the Tender Offer to the Japan Fair Trade Commission on August 15, 2011 and it was received the same day. Accordingly, in principle, the Trading Prohibition Period relating to the Tender Offer is scheduled to end on September 15, 2011. Furthermore, as of today, the Tender Offeror had not received either a Prior Notice of Cease and Desist Order or a Notification Not to Order Cease and Desist from the Japan Fair Trade Commission.

 

Should the Company intend to withdraw the Tender Offer, the Company will give public notice thereof through electronic disclosure and publish such fact in the Nihon Keizai Shimbun; provided, however, that if it is impracticable to give such notice within the Tender Offer Period, the Company will make a public announcement pursuant to Article 20 of the Cabinet Office Ordinance regarding Disclosure of Tender Offers of Shares and Other Securities by Non-Issuers (Ministry of Finance Ordinance No. 38 of 1990, as amended) (the "Cabinet Office Ordinance") and give public notice forthwith.

 

(Post-amendment)

 

(Prior Text Omitted)

 

The Tender Offeror submitted a Prior Notice regarding the Tender Offer to the Japan Fair Trade Commission on August 15, 2011 and it was received the same day. Accordingly, in principle, the Trading Prohibition Period relating to the Tender Offer is scheduled to end on September 15, 2011. Furthermore, since the Tender Offeror received a Notification Not to Order Cease and Desist dated August 19, 2011 from the Japan Fair Trade Commission on August 22, 2011, the Cease and Desist Period ended on August 19, 2011.

Should the Company intend to withdraw the Tender Offer, the Company will give public notice thereof through electronic disclosure and publish such fact in the Nihon Keizai Shimbun; provided, however, that if it is impracticable to give such notice within the Tender Offer Period, the Company will make a public announcement pursuant to Article 20 of the Cabinet Office Ordinance and give public notice forthwith.

 

* Please note that a person receiving information concerning the Tender Offer through this Press Release may be prohibited from purchasing the share certificates and other securities of Chuo Kagaku Co., Ltd. until twelve (12) hours have elapsed after the announcement of this Press Release (announcement of this Press Release shall be deemed to be the time at which this Press Release is disclosed through the service for inspection of disclosed information by Tokyo Stock Exchange during the afternoon of September 5, 2011) as a recipient of primary information concerning insider trading regulations in accordance with the provisions of Paragraph 3 of Article 167 of the Financial Instruments and Exchange Act and Article 30 of the Financial Instruments and Exchange Act Enforcement Order. If a person is subject to criminal, civil or administrative liability as a result of such purchase mentioned above, please note that the Company shall assume no responsibility therefor.

 

* This Press Release is for public announcement of the Tender Offer, and the Press Release has not been prepared for the purpose of soliciting offers to sell shares. If you would like to offer your shares for sale in the Tender Offer, please ensure that you review the Tender Offer Explanatory Statement prepared by the Company prior to offering your shares for sale at your own discretion. This Press Release shall neither be, nor constitute a part of, an offer to sell or a solicitation thereof or a solicitation of an offer to purchase, any securities. Moreover, this Press Release (or any part thereof) and the distribution thereof shall not be interpreted to be the basis of any agreement in relation to the Tender Offer, and this Press Release should not be relied on at the time any such agreement is concluded.

 

This Tender Offer shall not, directly or indirectly, be conducted in or targeted at the U.S. Moreover, U.S. postal mail service or another method/means of interstate commerce or international commerce (including, without limitation, telephone, telex, facsimile, e-mail and Internet communication) shall not be used to conduct the Tender Offer, and the Tender Offer shall not be conducted through any U.S. stock exchange facility.  Additionally, no application for this Tender Offer shall be made (i) by any of the aforementioned methods/means, (ii) through the aforementioned facilities or (iii) from the U.S. Further, the press release concerning the Tender Offer, or the related tender documents, shall not be sent or distributed to, in or from the U.S. by mail or any other method. Any application for the Tender Offer in violation of any the aforementioned restrictions, either directly or indirectly, will not be accepted. The Company does not solicit the purchase of marketable securities or other equivalent instruments to U.S. residents or within the U.S. The Company will not accept any marketable securities or other equivalent instruments sent from U.S. residents or from within the U.S.

 

There may be some nations or regions that legally restrict or limit the announcement, issuance or distribution of this Press Release. In such case, you are requested to take note of those restrictions or limitations and comply with any and all laws and regulations of such nations or regions. In nations or regions where the implementation of the Tender Offer is illegal, receipt by you of this Press Release shall not be deemed as an offer to purchase, or a solicitation of an offer to sell, the shares in connection with the Tender Offer, but shall be deemed as receipt of information distributed for reference purposes only.

 

The details of the Japanese press release shall take precedence if there is a difference or other conflict between the content of the Japanese press release and the content of the English translation of that press release.