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February 23, 2004
SUMITOMO BAKELITE CO., LTD.

Announcement of Opening a Tender Offer (T.O.B.) for Tsutsunaka Plastic under Agreement

At the board meeting held today Sumitomo Bakelite Co., Ltd. (Head office: Shinagawa, Tokyo．President: Tsuneo　Moriya) has decided to acquire additionally 9,940 shares of issued common stocks of Tsutsunaka Plastic Industry Co., Ltd. (hereinafter referred to as "Tsutsunaka Plastic" ) with a view to owning the majority of the voting right of the company by a tender offer (T.O.B.) planned and described as follows:

1. The purpose of the tender offer
The recent business environment surrounding Sumitomo Bakelite and Tsutsunaka Plastic is showing signs of brightness such as rise of Chinese economy, export increase owing to the recovery of US and South East Asian economy and resulting increase of investment in facility. However, there is also rising concern about the dull tone of domestic demand including consumer spending, intensified international price competition, up-trend of raw material cost as well as threatening appreciation of Japanese Yen, all of which will make our outlook gloomier and severer than expected.

Sumitomo Bakelite has been concentrating its managerial resources on its 4 areas of core business activities to secure sustained growth, namely semiconductor/display device materials, printed circuit products & electronic component materials, highly functional plastics, and quality of life related products. On the other hand, Tsutsunaka Plastic who is an affiliate of Sumitomo Bakelite on equity method has been engaged in active business as a comprehensive manufacturer of sheets and films for use in the fields of industrial materials, building and housing materials, and sheet waterproofing, etc. The relationship between Sumitomo Bakelite and Tsutsunaka Plastic dates back as old as to 1958. Tsutsunaka Plastic was founded in 1917 originally for manufacturing and marketing Celluloid toys, etc. and began to manufacture rigid PVC sheets from 1952 and requested to stake for business expansion in 1958, when Sumitomo Bakelite accepted to comply with their request and sent a director of the board as the president of Tsutsunaka Plastic.

Since then both companies, while respecting self-driven management of each company, have been collaborating closely in such joint works as the large scale calenders and multi-stage presses for manufacturing rigid PVC sheets transferred in 1966 from Sumitomo Bakelite to Tsutsunaka Plastic together with the trade rights, the establishment of a joint venture for manufacturing rigid PVC sheets and the joint management thereof and periodical interchange of technical and marketing meetings to promote collaborations in research and development. As proof of exchanging cooperative spirits Sumitomo Bakelite has been continuing to send directors to Tsutsunaka Plastic without interruption.

In view of the intensified current business environment of both companies Sumitomo Bakelite deems it appropriate and helpful to bundle together the individual business activities of both companies developed separately so far and to answer customer's increasingly diversified requirements by providing an optimum total solution to the needs of the markets. Thus, Sumitomo Bakelite has determined to intensify the capital investment partnership with them more tightly than before.

We can cite a number of concrete examples of expected synergetic effects such as providing total solutions to customers by joint efforts, development of new products, new lines of business and new markets by utilizing core competence of both companies, improvement in the efficiency of marketing, distribution and transportation by mutual use of distributors and logistic bases, providing better customer services in the overseas markets, efficiency improvement in R&D by collaboration and unification of needless overlap as well as coordination of financial matters by strengthening financial muscle and credit capability against debts.

We believe that both companies will make a great leap forward to be really value-producing enterprises for customers by more rapid growth with enhanced creativity and achievement of higher productivity than ever by thus intensified and unified efforts in the versatile business fields being developed by both companies

2. Outline of the tender offer
(1) Profile of the target corporation

1.1)	Corporate Name: Tsutsunaka Plastic Industry Company Limited
1.2)	Main Lines of Business: Manufacturing and sales of various plastic sheets, and sheet waterproofing
1.3)	Date of the founding of the company: February 3, 1929
1.4)	Location of the head office: 2-6, 1-chome, Doujimahama, Kita-ku, Osaka City, Osaka Prefecture, Japan
1.5)	Representative: Kazuo Tada, the Representative Director, President
1.6)	Capital stock authorized as of September 30, 2003: 10,063 million Yen
1.7)	Major stockholders and shareholding ratio as of September 30, 2003
	Sumitomo Bakelite Co., Ltd.	27.62%
	Nippon Sheet Glass Co., Ltd	15.37%
	Tsutsunaka Plastic's Customers' Shareholding Association	3.61%
	The Master Trust Bank of Japan, Ltd. (Entrusted Portion)	2.30%
	Japan Trustee Services Bank, Ltd. (Entrusted Portion)	1.69%
	Tsutsunaka Plastic's Employees' Shareholding Association	1.36%
	Sumitomo Chemical Co., Ltd.	1.33%
	Kaneka Corporation	1.26%
	Sekisui Jushi Corporation	1.23%
	Note: Tsutsunaka Plastic owns its treasury stocks of 1,837 thousand shares (shareholding ratio: 3.95%)

	1.8)	Relation with Sumitomo Bakelite
		Capital relation: Sumitomo Bakelite holds 27.62% of Tsutsunaka Plastic's shares
		Personal relation: Sumitomo Bakelite is sending a director and an auditing officer to Tsutsunaka Plastic.
		Business relation: Sumitomo Bakelite is running a joint venture business with Tsutsunaka Plastic given below:
		The name of the joint company: ST Film Sheet Co. , Ltd.
		Location: In Amagasaki City, Hyogo Prefecture, Japan
		Lines of business: Manufacture and sales of films and sheets such as those made of PVC

(2) Type of stocks to be acquired: Common stocks

(3) Acquisition period: February 23,2004 (Monday) to March 17,2004 (Wednesday)

(4) Commencement date of settlement: March 24,2004 (Wednesday)

(5) Acquisition price: ¥480/share

(6) Basis of calculation:
The purchase price of ¥480/share is corresponding to the past 3 months' average of the closing stock price in the first section of the Tokyo Stock Exchange with additional about 26.5% premium placed thereon. The offered price was determined as overall evaluation by taking such various factors into considerations as Tsutsunaka Plastic's financial standing, and business conditions.

(7) Planned total number of shares to be acquired: 9,940,000 shares

(Note 1.)	If the number of shares applied for repurchase is less than the planned total number, the purchase will be continued until the complete fulfillment.
(Note 2)	If the number of shares applied for repurchase exceeds the set amount of upper limit, the extra portion over the target point will not be purchased either partially or wholly, where on a pro-rata basis stipulated by Security Exchange Law, Article 27, Section 13, Paragraph 5 the settlement pursuant to purchase and delivery of stocks will be made.

(8) Resulted changes of held shares
Number of held shares before the acquisition: 12,864,000 shares (Share-holding ratio 27.62% )
Number of held shares after the acquisition: 22,804,000 shares (Share-holding ratio 48.96% )

(Note 1.)	Number of held shares after the acquisition refers to the total summation of the planned total number of shares to be acquired to the number of held shares before the acquisition
(Note 2.)	The share-holding ratios are calculated on the basis of the currently issued total number of shares of Tsutsunaka Plastic as of September 30, 2003.
(Note 3.)	When the acquisition of the planned number of 9,940,000 shares is fulfilled, the voting right that Sumitomo Bakelite is allowed to have will be 51.01%. For detailed calculation of this ratio from the currently issued total number of shares of Tsutsunaka Plastic as of September 30, 2003 the number of common treasury stocks(1,837,000 shares) is first deducted to obtain a balance of 44,737,537 shares, which provides 44,737 of voting right.

(9) Date of public notice: February 23, 2004 (Monday)

(10) Tender agent: Nomura Securities Co., Ltd.

(11) Total amount required for the purchase: 4,771 million Yen approx.

3. Agreement on the purchase between the target corporation and us. This tender offer was agreed by Tsutsunaka Plastic via their resolution made in their board meeting held this day.

4. Future plan and outlook
From the fiscal term of March, 2004 Tsutsunaka Plastic will be a consolidated subsidiary of Sumitomo Bakelite. The financial outlook of Sumitomo Bakelite will not be influenced by this acquisition.

Contact:	Hideaki Ezaki, Director, General Manager of Corporate Finance and Planning Department Tel: 81-3-5462-3452 Fax: 81-3-5462-4876

Additional remark:

This document is a press presentation release for publicizing information on our tender offer. It is neither intended nor designed to invite applications and offers for sale of stocks. This tender offer will neither take effect in the United States nor targeted to the United States. Further, neither applications nor proposals of any offers can be accepted either directly or indirectly by means of US post mails, interstate commerce means, international commerce methods and means including facsimiles, e-mails, internet communications, telexes, and telephones, but not limited thereto

Furthermore, any applications and offers through American Exchange facility or organizations are unacceptable and invalid. Therefore, this document and other relevant literatures shall not be sent or distributed in the United States via post offices and other means. No one can apply for this tender offer either directly or indirectly in violation of these restrictions .

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