News Releases

Nov. 13, 2009

FamilyMart Co., Ltd. reaches final agreement to acquire 100% shares in am/pm Japan Co., Ltd.

FamilyMart Co., Ltd. ("FamilyMart") today announced the conclusion of board resolution to acquire entire stake and inter-company loan in am/pm Japan Co., Ltd. ("am/pm") from current shareholder, REX Holdings, Inc. ("REX HD"). am/pm will be a 100% owned subsidiary of FamilyMart upon the consummation of acquisition of shares and loans in the company ("Transaction").

1. Transaction rationale

FamilyMart and am/pm operate as chain-headquarters of convenience stores under the brands "FamilyMart" and "ampm" respectively, and manage both franchise and directly-operated stores.

FamilyMart has developed its competitiveness through necessary investments to revitalize domestic existing stores in past years, as well as the expansion of the overseas network consisting of approximately 7,800 stores today. Furthermore, FamilyMart has made continuing efforts to open new stores to develop the remaining promising markets in Japan. Nevertheless, the decrease in consumer appetite due to the recent economic downturn has shown little improvement and the market conditions surrounding convenience stores are becoming increasingly challenging.

Under such market environment, with the goal to increase its competitiveness and ensure its mid/long term growth for both the headquarters and franchise stores, FamilyMart has made its decision to subsidize am/pm, which contributes in the significant increase in market share in the most effective way.

Upon this Transaction, FamilyMart will not only strengthen its already well-established franchise store platform in Tokyo city district but further benefit from improvement in operational efficiency through the integration of purchasing, logistics operations, IT infrastructure and other administrative operations.

FamilyMart believes that the Transaction will not only be beneficial for the existing FamilyMart franchisees but also for the am/pm franchisees, which will gain access to the FamilyMart package including its store networks across 47 prefectures, IT infrastructure, product development and the well-established FamilyMart brand.

Closing of the Transaction is subject to REX HD's capital injection to am/pm. In addition, FamilyMart and am/pm will jointly work on a planned merger scheduled next spring.

2. Overview of the new subsidiary (am/pm Japan Co., Ltd.)

Overview of the new subsidiary

3. Overview of the seller

Overview of the seller

4. Ownership after transfer of shares

Ownership after transfer of shares

Subject to REX HD's scheduled capital injection to am/pm, FamilyMart will acquire all am/pm shares for ¥1 and its loans at book value. After REX HD's capital injection, our effective purchase price will be ¥12 billion.

5. Anticipated timeline

Anticipated timeline

6. Earnings Outlook

No impact of the acquisition to the financial results for the year ending February 28, 2010 is expected.

Reference: Consolidated earnings forecast for Year ended February 2010 (as of October 8, 2009) and earning results for Year ended February 2009

Earnings Outlook