June 17, 2010 Company Name: Unicharm Corporation Name of Representative: Takahisa Takahara President and CEO (Code: 8113, Tokyo Stock Exchange) Contact: Atsushi Iwata Executive Officer Legal & Intellectual Property Division (TEL.03-3451-5111) Notification with Respect to Result of Tender Offer for Shares of Unicharm PetCare Corporation Pursuant to the resolution passed at a meeting of the board of directors held on April 30, 2010, Unicharm Corporation (the Company or the Tender Offeror ) commenced a tender offer (the Tender Offer ) as stipulated in the Financial Instruments and Exchange Law (Law No. 25 of 1948; as amended; the Law ) on May 6, 2010 for the common shares of Unicharm PetCare Corporation (Code: 2059, the first section of the Tokyo Stock Exchange; the Target ), which ended on June 16, 2010. The Tender Offeror hereby announces the result of the Tender Offer. 1. Outline of the Tender Offer (1) Name and Location of the Tender Offeror Unicharm Corporation 182 Shimobun, Kinsei-cho, Shikokuchuo-City, Ehime (2) Name of the Target Unicharm PetCare Corporation (3) Class of Shares, etc. to Be Purchased or otherwise Acquired Common shares (4) Number of Shares to Be Purchased Number to be purchased Minimum number to be purchased Maximum number to be purchased 17,187,375 shares 8,640,800 shares -(shares) (Note 1) The above Number to be purchased shows the maximum number of shares that the Company may acquire through the Tender Offer. Such maximum number is derived by subtracting both the number of shares of the Target currently held, as of April 30, 2010, by the Company (10,840,000 shares) and the number of treasury stock held by the Target (1,332,625 shares) as of December 31, 2009 as described in the Third Quarterly Report for the 32 nd Term (filed on February 12, 2010) from the total number of outstanding shares of the Target (29,360,000 shares) also stated in the same Third Quarterly Report. (Note 2) If the total number of shares, etc. tendered in the Tender Offer is less than the minimum number to be purchased (8,640,800 shares), none of the tendered shares, etc. will be purchased by the Tender Offeror. If the total number of shares, etc. tendered exceeds the minimum number of shares to be purchased, all the tendered shares, etc. will be purchased by the Tender Offeror. (Note 3) The Company does not intend to acquire treasury stock held by the Target through the Tender Offer. 1
(Note 4) Shares of less than one unit are also eligible for the Tender Offer. In the event that any shareholder exercises the right to demand the purchase of shares of less than one unit pursuant to the Companies Act, the Target may repurchase its shares during the Tender Offer Period in accordance with the procedures specified in applicable laws and regulations. (5) Tender Offer Period 1 Tender Offer Period as of the time of filing of the Tender Offer Registration From May 6, 2010 (Thursday) to June 16, 2010 (Wednesday) (30 business days) 2 Possible extension of the Tender Offer Period based on the target s request N/A (6) Tender Offer Price 3,825 yen per share of common stock 2. Outcome of Tender Offer (1) Success/Failure of Tender Offer The Tender Offer was executed under the condition that if the number of tendered shares, etc. was less than the minimum number of shares to be purchased (8,640,800 shares), none of the tendered shares, etc. will be purchased by the Tender Offeror; however, as the number of tendered shares, etc. (16,424,052 shares) exceeds the minimum number of shares to be purchased (8,640,800 shares), all the tendered shares, etc. are to be purchased as described in the Public Notice of the Commencement of the Tender Offer and the Tender Offer Registration Statement. (2) Date of Public Notice on the Result of Tender Offer and Name of Newspaper which the Public Notice will Be Published in Pursuant to Article 27-13 (1) of the Law, the results of the Tender Offer were publicly announced at the Tokyo Stock Exchange Inc. on June 17, 2010, in a manner provided under Article 9-4 of the Enforcement Order of the Law (Cabinet Order No. 321 of 1965, as amended) and Article 30-2 of the Cabinet Office Ordinance regarding Disclosure of Tender Offer for Shares, etc. by Entities other than Issuers (Ministry of Finance Ordinance No. 38 of 1990; as amended; the Ordinance ). (3) Number of Shares, etc. Purchased Type of Shares Number of Tendered Shares in terms of Shares Number of Purchases in terms of Shares Shares 16,424,052 shares 16,424,052 shares Stock Acquisition Right Certificates Bond Certificates with Stock Acquisition Rights 2
Trust Beneficiary Certificates for Shares Depositary Receipts for Shares Total 16,424,052 shares 16,424,052 shares (Total of Residual Securities, etc.) (4) Ownership Percentage of Shares, etc. after the Tender Offer etc. Held by the Tender Offeror before the Tender Offer etc. Held by Specially-Related Parties before the Tender Offer etc. Held by the Tender Offeror after the Tender Offer etc. Held by Specially-Related Parties after the Tender Offer Held by All the Shareholders in the Target 108,400 units 7,598 units 272,640 units - units 280,223 units (Ownership Percentage before the Tender Offer: 38.68%) (Ownership Percentage before the Tender Offer: 2.71%) (Ownership Percentage after the Tender Offer: 97.28%) (Ownership Percentage after the Tender Offer: - %) (Note 1) The Ownership Percentage before the Tender Offer is calculated based on the Total Held by All the Shareholders in the Target as a denominator. (Note 2) The etc. Held by Specially Related Parties before the Tender Offer is the total number of voting rights relating to shares, etc. owned by each specially-related party (however, those to be excluded from the category of specially-related parties when the calculating the ownership percentage of shares, etc. as set forth in the respective items of Article 27-2, Paragraph 1 of the Law in accordance with Article 3, Paragraph 2, Item 1 of the Ordinance are excluded). (Note 3) The Total Held by All the Shareholders in the Target indicates the number of voting rights of all the shareholders of the Target (100 shares represent the number of shares per unit) as of December 31, 2009 as stated in the Third-Quarterly Report for the 32 nd Term filed by the Target on February 12, 2010. However, as the shares of less than one unit are also eligible for the Tender Offer, the Total Held by All the Shareholders in the Target is 280,273 units including the 50 units of voting rights related to the shares of less than one unit (represented by 5,075 shares of less than one unit, subtracting 25 treasury stocks of shares of less than one unit as of December 31, 2009 from the total number of shares of less than one unit of 5,100 as stated in the above Quarterly Report) when calculating the Ownership Percentage after the Tender Offer. (Note 4) The Ownership Percentage before the Tender Offer and the Ownership Percentage after the Tender Offer are rounded to the second decimal place. 3
(5) Calculation Method if Purchase, etc. is to be Made by Proration N/A (6) Method of Settlement 1 Name and location of the head office of the financial instruments business operator, bank or other institution in charge of the settlement of the Tender Offer, etc. Nomura Securities Co., Ltd. 9-1 Nihonbashi 1 cho-me, Chuo-ku, Tokyo 2 Commencement Date of Settlement June 23, 2010 (Wednesday) 3 Method of Settlement Upon expiration of the Tender Offer Period, a notice of purchase will be sent by mail to the addresses of the Tendering Shareholders without delay (in the case of non-japanese shareholders, to those of standing proxies) (except when the shares, etc. are subscribed via NOMURAJOY, an Internet service provided by the agent of the Tender Offer). If the shares, etc. are subscribed via NOMURAJOY, a notice of purchase will be delivered pursuant to the instructions given on the NOMURAJOY s website: https://www.nomurajoy.jp/ Purchases will be made in cash. Payment for purchased shares will be made by means of remittance, etc. in accordance with the instructions of the Tendering Shareholders (fees may be incurred for remitting payment). 3. Policy etc. after the Tender Offer and Future Outlook With regard to the policy, no change is made from the contents described in the Notification with Respect to Commencement of Tender Offer for Shares of Unicharm PetCare Corporation announced on April 30, 2010. In addition, any impact of the Tender Offer on the consolidated business results for the fiscal year ending in March 2011 of Unicharm Corporation is now being scrutinized and will be announced as soon as the details become clear. Since the consolidation between the Company, as a surviving company, and the Target, as an extinct company by way of absorption-type merger with cash consideration (the Cash-out Merger (effective on September 1, 2010) fulfills the requirements of a short-form merger, no resolution will be adopted at the Target s shareholders meeting, which is scheduled to be held on June 29, 2010 pursuant to the Company Act Article 784 paragraph 1. A resolution regarding the Cash-out Merger will be adopted at the Company s shareholders meeting, which is scheduled to be held on June 24, 2010. 4
The schedule of the Cash-out Merger will be as follows. June 24, 2010 (Scheduled) June 24, 2010 (Scheduled) July 25, 2010 (Scheduled) Annual Meeting of Shareholders (the Tender Offeror) Assignment of the Target s shares to the delisting post Delisting date for the Target September 1, 2010 (Scheduled) Effective date of the Cash-out Merger October 29, 2010 (Scheduled) Commencement date of settlement 4. Places at which Copy of the Tender Offer Report is Available for Public Inspection Unicharm Corporation Head Office (Tokyo Branch) : Sumitomo Fudosan Mita Twin Building, West Wing, 5-27, Mita 3 cho-me, Minato-ku, Tokyo Tokyo Stock Exchange Group, Inc. : 2-1 Nihonbashi Kabutocho, Chuo-ku, Tokyo 5
<Other Matters to Be Noted> Neither this press release nor any part hereof constitutes a document to subscribe for, solicit the sales of, or apply for the purchase of, securities. Neither this press release (nor any part hereof) nor its distribution shall be interpreted to be the basis of any agreement in relation to the Tender Offer, nor may it be relied on at the time of conducting any agreement. This press release contains future business predictions including plans, estimates and strategies based on the premises regarded as reasonable by the Company at the present moment. Actual results may differ materially from these predictions. This press release includes forward-looking statements as defined in the Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Known and unknown risks, uncertainties and other factors may cause the actual results to be materially different from the forecasts expressed or implied by the forward-looking statements. Neither the Company nor any of its affiliates assures that such expressed or implied forecasts given as forward-looking statements will be realized. The forward-looking statements contained in this press release have been prepared based on the information possessed by the Company as of the date hereof, and unless otherwise obliged by applicable laws and regulations; neither the Company nor any of its affiliates assumes any obligations to update or revise this press release to reflect any future events or circumstances. Although the Tender Offer is being conducted in accordance with the procedures and disclosure standards prescribed by the Japanese laws, such procedures and disclosure standards may not always coincide with those of the United States. In particular, the rules and regulations under Sections 13(e) and 14(d) of the U.S. Securities Exchange Act of 1934, as amended, do not apply to the Tender Offer and the Tender Offer is not being conducted in accordance with the procedures and requirements thereunder. All the financial information contained in this press release is not based on the U.S. accounting standards and not equivalent to that of companies incorporated in the U.S. The assertion of right or claim exercisable under the securities-related laws of the United States might be difficult for any entity because the Tender Offeror is a corporation incorporated outside the United States and all or any part of its directors are not resident in the United States. In addition, it might be difficult for any entity to file a complaint with a court outside the United States against a corporation outside the United States or any of its directors on the grounds of a violation of the securities-related laws of the United States. Furthermore, there is no guarantee that any entity could compel an overseas corporation or a subsidiary /related company thereof outside the United States to accept the jurisdiction of a U.S. court. Unless otherwise specified, all procedures relating to the Tender Offer are to be conducted entirely in Japanese. If any portion of the documentation relating to the Tender Offer is prepared in English and there is any inconsistency between the English documentation and the Japanese documentation, the latter will prevail. Certain countries, regions and other jurisdictions may impose certain restrictions on the release, issuance or distribution of this press release under their laws and regulations. In such cases, you are required to pay attention to and comply with such restrictions. In any country or region where the implementation of the Tender Offer is illegal, even if you receive this press release, such receipt shall not constitute any application for the sale of, or solicitation for the application for the purchase of, shares, etc. in relation to this Tender Offer, and this press release shall be deemed as the distribution of information for reference only. The End 6