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TENDER in TAKEOVER BID

31 October, 2006


Toshiba Corporation (the “Company”) hereby provides notice that the Company has agreed to tender its shareholding in Toshiba Ceramics Co., Ltd. (“Toshiba Ceramics”) in the takeover bid for that company, as described below.

1. Outline of Tender in Takeover Bid
  The Company will tender its shares of Toshiba Ceramics in the takeover bid (the “TOB”) by SIC Investment K.K. (the “Takeover Bidder”) to acquire the shares of common stock of Toshiba Ceramics for the purpose of its MBO (management buy out) to be conducted by the management of Toshiba Ceramics, as announced by Unison Capital Group, Carlyle Group and Toshiba Ceramics as of October 31, 2006, under the following terms:

(1) Shares to be Tendered:  61,703 thousand shares of common stock of Toshiba Ceramics.
(2) The Company will tender all of the above-mentioned shares owned by it in the TOB by the Takeover Bidder to acquire the share of common stock of Toshiba Ceramics, except in certain cases, such as where the Company’s tender in the TOB constitutes a violation of duty of prudent care of the directors and/or executive officers of the Company.
(3) Under the relevant agreement between the Company and the Takeover Bidder, the Company is obligated not to tender in the TOB or, if it has tendered, obligated to withdraw such tender, in accordance with the instruction of the Takeover Bidder if: (a) any one of events (i) and (ii) below occurs (unless any withdrawal event as set forth in the takeover bid registration statement with respect to the TOB has occurred); (b) there is an unavoidable reason to demand that the Company not tender in the TOB or that the Company withdraw its tender in the TOB; and (c) the Takeover Bidder provides the Company written notice to such effect.
(i) any event occurs or is likely to occur that may materially and adversely affect the assets, management or financial condition of Toshiba Ceramics and its key subsidiaries as a whole; or
(ii)

the resolution of the board of directors of Toshiba Ceramics approving the TOB or the expression of its approval based on such a resolution is withdrawn or modified.

 

 

2.

Reason for Tender in the TOB

.

Toshiba Ceramics has proposed the MBO on the grounds that independence from the Company’s Group will enable Toshiba Ceramics to achieve an autonomous,  self-sustainable management structure that will achieve greater management flexibility and promote further business expansion.  The Company has determined that the proposal is desirable from the perspective of increasing the corporate value of Toshiba Ceramics and facilitating its further development.

 

 

3. Transfer Price, Capital Gain (expected)
  Transfer Price, Capital Gain (expected)


Information in the press releases, including product prices and specifications, content of services and contact information, is current on the date of the press announcement,but is subject to change without prior notice.

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