Main

Notice of Merger of Subsidiary

May 22, 2008


Main Contents

Mitsui announced that Mitsui's subsidiary, TELEPARK Corporation ("Telepark") and MS Communications Co., Ltd. ("MS Com") have signed a merger agreement (scheduled) to be effective on October 1, 2008.

1. Purpose of merger

Mitsui acknowledges that the purpose of this merger is to cement their leading position in mobile handset sales and distribution market. The new entity, T-Gaia Corporation which will be established through this merger will seek to provide high quality service to customer, by reinforcing cost-efficiency and Mitsui consider that their strategy will be in line with Mitsui's Medium-term Management Outlook.

2. Outline of merger

1) Schedule of merger

Board meeting to approve the merger agreement May 22, 2008
Signing date of the merger agreement May 22, 2008
General shareholders meeting to approve the merger agreement
(MS Com)
June 25, 2008(scheduled)
General shareholders meeting to approve the merger agreement
(Telepark)
June 26, 2008(scheduled)
Effective date of merger October 1, 2008(scheduled)

2) Method of merger

Telepark will be the surviving entity, and MS Com will be dissolved.

3) Merger ratio

Company name Telepark MS Com
Merger ratio 1 21.9

(Notes)
1. Share allotment
21.9 shares of Telepark will be allotted to 1 share of MS Com.

2. Calculation basis of merger ratio
Nomura Securities, Co., Ltd. is appointed by Telepark, and Daiwa Securities SMBC, Co., Ltd. is appointed by MS Com as third party financial advisors. Based on consultation among these advisors, the merger ratio has been determined.

3. Outline of the merging companies (As of March 31, 2008)

(1) Corporate name TELEPARK Corporation MS Communications Co., Ltd.
(2) Business Sales of mobile phones and sales agency business, Brokering of telecommunication services including "Myline" and broadband access Sales of mobile phones and communication lines, Brokering of telecommunication services
(3) Date of incorporation February 20, 1992 June 29, 1995
(4) Address of head office 1-4-27, Koraku, Bunkyo-ku, Tokyo 1-1, Ichigaya Honmuracho, Shinjuku-ku, Tokyo
(5) Representative Shigenori Miyazaki
President & CEO
Koji Ogino
President & CEO
(6) Capital ¥1,552 million ¥1,545 million
(7) Total number of
outstanding shares
329,554 shares 14,760 shares
(8) Shareholders' equity ¥18,457 million(consolidated) ¥17,192 million(consolidated)
(9) Total assets ¥89,917 million(consolidated) ¥86,910 million
(non-consolidated)
(10) Sales ¥375,524 million(consolidated) ¥324,606 million
(non-consolidated)
(11) Closing of accounts March 31 March 31
(12) Number of employees 1,393 1,796
(13) Major shareholders and holding ratio Mitsui & Co., Ltd. 50.8% Sumitomo Corporation 50.0%
Mitsubishi Corporation 50.0%

4. New Entity Name

Upon completion of merger process, the surviving entity will rename the T-Gaia Corporation.

Notice:
This press release includes forward-looking statements about Mitsui. These forward-looking statements are based on the current assumptions and beliefs of Mitsui in light of the information currently available to it, and involve known and unknown risks, uncertainties and other factors. Such risks, uncertainties and other factors may cause Mitsui's actual results, performance, achievements or financial position to be materially different from any future results, performance, achievements or financial position expressed or implied by these forward-looking statements. The risks, uncertainties and other factors referred to above include, but are not limited to, those contained in Mitsui's latest annual report on Form 20-F, which has been filed with the U.S. Securities and Exchange Commission.
This press release is published in order to publicly announce specific facts stated above, and does not constitute a solicitation of investments or any similar act inside or outside of Japan, regarding the shares, bonds or other securities issued by us.

Information

For inquiries on this matter, please contact

Mitsui & Co., Ltd.
Investor Relations Division
Telephone: +81-3-3285-7910
Facsimile: +81-3-3285-9819
infoTKADZ@mitsui.com
Mitsui & Co., Ltd.
Corporate Communications Division
Telephone: +81-3-3285-7596
Facsimile: +81-3-3285-9819