OREANDA-NEWS. NEC Corporation announced that, at the meeting of its board of directors held, it resolved to acquire all of the shares of common stock of NEC Fielding, Ltd. through a tender offer, as stated below.

As of today, the Company directly owns 20,300,000 shares of common stock of the Target (the "Target's shares"), which account for a Shareholding Percentage of 37.22% and, together with the 16,300,000 shares of the Target contributed to the employee retirement benefit trust, the trustee of which is Sumitomo Mitsui Trust Bank, Limited (which shares has been further trusted to Japan Trustee Services Bank, Ltd.) (the "Company's Employee Retirement Benefit Trust") with the right to give voting instructions on such shares having been reserved by the Company, which account for a Shareholding Percentage of 29.89%, the Company beneficially owns 36,600,000 shares of the Target, which account for a Shareholding Percentage(Note) of 67.11%; and the Target is a consolidated subsidiary of the Company.

By the resolution of the board of directors, the Company decided to acquire all of the issued shares of common stock of the Target (excluding the treasury stock held by the Target) through the Tender Offer with the aim of making the Target its wholly-owned subsidiary. The Company has not set a maximum or a minimum number of shares to be acquired through the Tender Offer and it will acquire all of the tendered shares.

The Company and the trustee of the Company's Employee Retirement Benefit Trust have entered into certain trust agreements for employee retirement benefit with respect to the shares contributed by the Company to the Company's Employee Retirement Benefit Trust (including 16,300,000 shares of the Target, which account for a Shareholding Percentage of 29.89%) which include the provisions to the effect that such shares shall not be disposed of in any way (including tendering for the Tender Offer) without an instruction of the trust administrator, and the Company and the trust administrator have agreed that the trust administrator will not give an instruction to tender the Target's shares for the Tender Offer.