Sumitomo Bakelite Co., Ltd.
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March 18, 2004
SUMITOMO BAKELITE CO., LTD.

Announcement of the Completion of the Tender Offer (T.O.B.) in a Report

At the board meeting held on February 23, 2004 we passed a resolution to commence the tender offer for Tsutsunaka Plastic Industry Co., Ltd., and we have been implementing the program since February 23 to be completed on March 17, the result of which we would like to report hereunder:


1. Outline of the tender offer (as announced on February 20, 2004)
  1. Name of the target corporation: Tsutsunaka Plastic Industry Company Limited
  2. Type of stocks to be acquired: Common stocks
  3. Acquisition period: 24 days from February 23, 2004 (Monday) to March 17, 2004 (Wednesday)
  4. Acquisition price: ¥480/share


2. Results of the tender offer
  1. Actually offered number of shares versus purchased number of shares
    The planned total number of shares to be acquired: 9,940,000 shares
    Actually offered total number of shares: 11,711,000 shares
    The purchased total number of shares: 9,940,000 shares
  2. Since the actually offered total number of shares went beyond the planned number of shares to be acquired, the whole part of the extra portion over the upper limit will not be purchased as noticed on February 23, 2004 in the newspapers (Nihon Keizai Shimbun and the Sankei Shimbun) for commencement of the tender offer as well as in the notification application document submitted on the same day to the Director of the Kanto Local Finance Bureau, where on a pro-rata basis stipulated by Security Exchange Law (herein after referred to as "the Law", Article 27, Section 13, Paragraph 5 and the Ordinance of the Cabinet Office No.32 (hereinafter referred to as "the Ordinance") the settlement pursuant to the purchase and delivery of stocks will be made duly.
    Actually applied total number of offerers/
    share-holders    		 Actually offered total number of shares The purchased total number of shares The total number of shares to be returned
    125 11,711,000 shares 9,940,000 shares 1,771,000 shares
  3. Calculation on the pro-rata basis
    The calculation on the pro-rata basis according to the "Article 27, Section 13, Paragraph 5 of "the Law" and "the Ordinance" No.32 is a method by multiplication to get the product of the applying shareholder' s actually offered total number of shares by the ratio of the purchased total number of shares vs. the actually offered total number of shares, wherein if odd lot shares less than one unit (1,000 shares) are found in the calculated figures, the odd lots are counted taking fractions over 1/2 as one disregarding the rest.
  4. Resulted changes of held shares and ratios after the acquisition
    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) The share-holding ratios are calculated on the basis of the currently issued total number of shares, i.e. 46,572,537 shares of Tsutsunaka Plastic as of September 30, 2003.
    (Note 2) By this acquisition the ratio of the voting right held by Sumitomo Bakelite became 51.65%. The ratio of the voting right of this case was based on the number of the voting right of Tsutsunaka Plastic, 44,177, cited from the semi-annual report of their 122nd fiscal year rendered on December 24, 2003. Since this acquisition has been targeted to the total number of the issued common stocks excluding the common treasury stocks held by Tsutsunaka Plastic, when the calculation is based on the deduction of the treasury stocks, 1,837000 shares to obtain 44,737,537 shares corresponding to 44,735 of voting rights, the ratio of the voting rights held by us will be 51.0%. Meantime, besides the above-mentioned stocks we own dummy stocks of 15,000 shares, which are counted in the calculation of the voting right.
  5. Fund required for the purchase: 4,771 million Yen approx


3. Settlement method and start date
  1. Security corporation or bank settling the acquisition and payment, the name and the address of the head office: Nomura Securities Co., Ltd. 9-1, 1 Chome, Nihonnbashi, Chuuou-Ku, Tokyo
  2. Start date: March 24, 2004 (Wednesday)
  3. Settlement method
    A written purchase notification will be sent without delay to the offerer/shareholder's address (or to the standing proxy in case of foreigners) by mail as soon as the tender period is expired. Payment will be made in cash.
    The amount of money required for the purchase will be remitted to the designated account of the offerer/shareholder or delivered directly to the shareholder at the head office or nationwide branches of Nomura Securities Co., Ltd up to the shareholder's choice.


4. Places where copies of the report on the tender offer are made available for public inspection

Sumitomo Bakelite Co., Ltd. 5-8, 2 Chome, Higashishinagawa, Shinagawa-Ku,Tokyo
Tokyo Stock Exchange Inc. 2-1, Kabuto-Cho, Nihonnbashi, Chuou-Ku, Tokyo
Osaka Securities Exchange Co., Ltd. 6-10, 1-Chome, Kitahama, Chuo-Ku, Osaka City


5. Outlook

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: 81-3-54624876
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Copyright (C) 2002 SUMITOMO BAKELITE Co., Ltd.