UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under the
Securities Exchange Act of
1934
For the month of March, 2012
Commission File Number 1-8910
NIPPON
TELEGRAPH AND TELEPHONE CORPORATION
(Translation of registrants name into English)
3-1, OTEMACHI 2-CHOME
CHIYODA-KU, TOKYO 100-8116 JAPAN
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F
x
Form 40-F
¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101(b)(7):
NOTICE REGARDING NTT DOCOMO, INC.S RESULTS OF TENDER OFFER FOR RADISHBO-YA CO., LTD. COMMON SHARES
AND STOCK ACQUISITION RIGHTS
On March 13, 2012, the registrant filed with the Tokyo Stock Exchange and other stock exchanges in
Japan on which its securities are traded a notice regarding the results of the tender offer by NTT DOCOMO, INC., a subsidiary of NTT, for Radishbo-ya Co., Ltd.s common shares and stock acquisition rights, which commenced on January 31,
2012 and was completed on March 12, 2012. Attached is an English translation of the notice filed with the Tokyo Stock Exchange.
The
information included herein contains forward-looking statements. The registrant desires to qualify for the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995, and consequently is hereby filing cautionary
statements identifying important factors that could cause the registrants actual results to differ materially from those set forth in the attachment.
The registrants forward-looking statements are based on a series of assumptions, projections, estimates, judgments and beliefs of the management of the registrant in light of information currently
available to it regarding the registrant and its subsidiaries and affiliates, the economy and telecommunications industry in Japan and overseas, and other factors. These projections and estimates may be affected by the future business operations of
the registrant and its subsidiaries and affiliates, the state of the economy in Japan and abroad, possible fluctuations in the securities markets, the pricing of services, the effects of competition, the performance of new products, services and new
businesses, changes to laws and regulations affecting the telecommunications industry in Japan and elsewhere, other changes in circumstances that could cause actual results to differ materially from any future results that may be derived from the
forward-looking statements, as well as other risks included in the registrants most recent Annual Report on Form 20-F and other filings and submissions with the United States Securities and Exchange Commission.
No assurance can be given that the registrants actual results will not vary significantly from any expectation of future results that may be
derived from the forward-looking statements included herein.
The attached material is a translation of the Japanese original. The Japanese
original is authoritative.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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NIPPON TELEGRAPH AND TELEPHONE CORPORATION
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By
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/s/ Koji Ito
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Name:
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Koji Ito
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Title:
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General Manager
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Finance and Accounting Department
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Date: March 13, 2012
March 13, 2012
Company Name: Nippon Telegraph and Telephone Corporation
Representative: Satoshi
Miura, President and CEO
(Code No.: 9432, First section of Tokyo, Osaka and Nagoya Stock Exchanges and
Fukuoka and Sapporo Stock Exchanges)
NOTICE REGARDING NTT DOCOMO, INC.S RESULTS OF TENDER OFFER
FOR RADISHBO-YA
CO., LTD. COMMON SHARES AND STOCK ACQUISITION RIGHTS
NTT DOCOMO, INC. (NTT DOCOMO), a subsidiary of Nippon Telegraph and
Telephone Corporation (NTT), has announced the results of the tender offer for common shares of and stock acquisition rights in Radishbo-ya Co., Ltd. (Code Number: 3146, JASDAQ Standard Market of the Osaka Securities Exchange), which
commenced on January 31, 2012 and was completed on March 12, 2012, pursuant to the decision adopted at its Board of Directors meeting held on January 30, 2012. For more details, please see the attached press release by NTT
DOCOMO.
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For further inquiries, please contact:
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Takayuki Kimura or Yusuke Aida
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Investor Relations Office
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Finance and Accounting Department
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Nippon Telegraph and Telephone Corporation
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Phone: +81-3-5205-5581
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Fax: +81-3-5205-5589
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NTT DOCOMO, INC.
President and CEO: Ryuji Yamada
Tokyo Stock Exchange: 9437
London Stock Exchange: NDCM
New York Stock Exchange: DCM
March 13, 2012
Notice Regarding Results of Tender Offer for Radishbo-ya
Co., Ltd. Common Shares and Stock Acquisition Rights
NTT DOCOMO, INC. (the Company or the
Offeror) hereby announces the results of a tender offer (the Tender Offer) that commenced on January 31, 2012 and ended on March 12, 2012, pursuant to the Board of Directors decision on January 30, 2012
to initiate the Tender Offer for the common shares and stock acquisition rights (the Stock Acquisition Rights collectively referring to (1) Series 2 Stock Acquisition Rights issued in accordance with a resolution approved at
Radishbo-ya Co., Ltd.s (the Target Company, Osaka Securities Exchange JASDAQ Standard Market (JASDAQ) code 3146) extraordinary shareholders meeting and its Board of Directors meeting held on July 25, 2005
(Series 2 Stock Acquisition Rights), (2) Series 3 Stock Acquisition Rights issued in accordance with a resolution approved at the Target Companys extraordinary shareholders meeting held on July 25, 2005 and the Target
Companys Board of Directors meeting held on November 29, 2005 (Series 3 Stock Acquisition Rights), (3) Series 4 Stock Acquisition Rights issued in accordance with a resolution approved at the Target Companys
extraordinary shareholders meeting and the Target Companys Board of Directors meeting held on February 16, 2007 (Series 4 Stock Acquisition Rights), (4) Series 5 Stock Acquisition Rights issued in accordance with a
resolution approved at the Target Companys extraordinary shareholders meeting and the Target Companys Board of Directors meeting held on February 16, 2007 (Series 5 Stock Acquisition Rights), and (5) Series 6
Stock Acquisition Rights issued in accordance with a resolution approved at the Target Companys extraordinary shareholders meeting and the Target Companys Board of Directors meeting held on February 16, 2007 (Series 6
Stock Acquisition Rights)) of the Target Company, as described below.
***
I. Results of the Tender Offer
1. Outline of
the offer
1)
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Name and address of the Offeror
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NTT DOCOMO, INC.
Address: 2-11-1 Nagata-cho, Chiyoda-ku, Tokyo
2)
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Name of Target Company
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Radishbo-ya Co., Ltd.
3)
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Class of securities subject to the offer
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B.
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Stock Acquisition Rights
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i
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Series 2 Stock Acquisition Rights
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ii
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Series 3 Stock Acquisition Rights
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iii
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Series 4 Stock Acquisition Rights
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iv
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Series 5 Stock Acquisition Rights
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v
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Series 6 Stock Acquisition Rights
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1
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4)
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Number of shares to be purchased
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Number of
Shares to be Purchased
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Minimum Number of
Shares to be Purchased
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Maximum Number of
Shares to be Purchased
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6,990,517 shares
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3,706,600 shares
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shares
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Note 1:
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The number of shares to be purchased is noted as 6,990,517 shares, the maximum number of the Target Companys shares the Company will acquire via the Tender Offer. Please
note that the maximum number in question is the number of shares derived by taking the number of shares (7,267,817 shares) obtained by the sum of (i) the total number of the Target Companys common shares issued (6,939,317 shares) as of
November 30, 2011, as stated in the third quarter report for the 24th period, which was issued by the Target Company on January 13, 2012, and (ii) the number of the Target Companys common shares (a total of 328,500 shares)
subject to the Series 2, 3, 4, 5 and 6 Stock Acquisition Rights as of November 30, 2011, as stated in the same quarterly report (a total of 3,285 rights), and subtracting the amount of treasury stock (277,300 shares) held by the Target Company
as of November 30, 2011, as stated in the same quarterly report.
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Note 2:
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If the total number of shares tendered is less than the minimum number to be purchased (3,706,600 shares), the tendered shares will not be purchased in their entirety. If the
total number of shares tendered exceeds the minimum number to be purchased, the tendered shares will be purchased in their entirety. Please note that the minimum number of shares to be purchased (3,706,600 shares) constitutes 51.00% of the total
number of shares after full dilution.
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Note 3:
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Shares constituting less than one unit will also be subject to the Tender Offer. Moreover, should the right to request the purchase of shares constituting less than one unit be
exercised by a shareholder in accordance with the Companies Act, the Target Company may buy its own shares during the Tender Offer period as provided for by law.
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Note 4:
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The Company does not intend to acquire the treasury stock held by the Target Company through the Tender Offer.
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Note 5:
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It is possible that the above-mentioned Stock Acquisition Rights will be exercised before the end of the Tender Offer period; however, the Target Companys common shares
that would be issued or transferred as a result of this would also be subject to the Tender Offer.
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Tuesday,
January 31, 2012 to Monday, March 12, 2012 (30 business days)
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A.
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Common shares 990 yen per share
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B.
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Stock acquisition rights
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Series 2 Stock Acquisition Rights
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31,300 yen per right
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ii
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Series 3 Stock Acquisition Rights
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31,300 yen per right
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iii
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Series 4 Stock Acquisition Rights
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14,000 yen per right
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iv
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Series 5 Stock Acquisition Rights
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14,000 yen per right
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v
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Series 6 Stock Acquisition Rights
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14,000 yen per right
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2
2. Results of the Tender Offer
1)
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Outcome of the Tender Offer
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The Tender Offer contained the condition that if the total number of shares tendered did not meet the minimum number of shares to be purchased (3,706,600 shares), the tendered shares would not be
purchased in their entirety. However, the total number of shares tendered (5,294,668 shares) exceeded the minimum number of shares to be purchased (3,706,600 shares), and therefore the tendered shares will be purchased in their entirety, as stated
in the tender offer commencement notice and tender offer registration statement.
2)
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Date of public notice of the outcome of the Tender Offer and the name of the publishing newspapers
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Pursuant to the provisions of Article 27-13, Paragraph 1 of the Financial Instruments and Exchange Act (Act. No. 25
of 1948), the results were disclosed to the media on March 13, 2012 through Tokyo Stock Exchange Inc., using the method prescribed in Article 9-4 of the Enforcement Ordinance of the Financial Instruments and Exchange Act (Cabinet Order
No. 321 of 1965, including subsequent revisions) and Article 30-2 of the Cabinet Office Ordinance Concerning Disclosure of a Tender Offer for Share Certificates by a Party other than the Issuer (Ministry of Finance No. 38 of 1990,
including subsequent revisions).
3)
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Number of shares purchased
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Class of shares
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A. Number tendered
(converted into shares)
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B. Number purchased
(converted into shares)
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Shares
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4,973,668 shares
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4,973,668 shares
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Stock acquisition rights
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321,000
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321,000
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Bonds with stock acquisition rights
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Trust beneficiary certificates for the
shares
( )
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Depositary receipts for the shares
( )
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Total
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5,294,668
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5,294,668
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(Total number of potential shares)
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(321,000)
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3
4)
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Percentage of shares held after the purchase
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Number of voting rights for shares held by the Offeror prior to the purchase
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rights
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(Percentage of shares held prior to the purchase %)
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Number of voting rights for shares held by parties with special relationships prior to the purchase
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rights
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(Percentage of shares held prior to the purchase %)
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Number of voting rights for shares held by the Offeror after the purchase
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52,946 rights
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(Percentage of shares held after the purchase 75.74%)
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Number of voting rights for shares held by parties with special relationships after the purchase
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rights
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(Percentage of shares held after the purchase %)
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Number of voting rights held by all shareholders of the Target Company
(as of August 31, 2011)
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67,606 rights
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Note 1:
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The number of voting rights held by all shareholders of the Target Company (as of August 31, 2011) is the number of voting rights for all shareholders as of
August 31, 2011 stated in the Target Companys report for the third quarter of the 24th period issued on January 13, 2012. However, since all common shares (excluding, however, the treasury stock held by the Target Company) and all
stock acquisition rights issued by the Target Company are subject to the Tender Offer, the number of voting rights (69,905 rights) for the number of shares (6,990,517 shares) calculated from the sum (7,267,817 shares) of the total number of common
shares issued by the Target Company as of November 30, 2011, stated in the above-mentioned quarterly report (6,939,317 shares) plus the number of Target Company shares subject to the Series 2, 3, 4, 5 and 6 Stock Acquisition Rights (3,285
rights) as of November 30, 2011, stated in the above-mentioned quarterly report (328,500 shares), minus the amount of treasury stock held by the Target Company as of November 30, 2011, stated in the same quarterly report mentioned above
(277,300 shares) constitutes the denominator for the calculation of Percentage of shares held prior to the purchase and Percentage of shares held after the purchase.
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Note 2:
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The Percentage of shares held prior to the purchase and Percentage of shares held after the purchase have been rounded to the nearest third decimal
place.
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5)
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Calculation method where proportional distribution is used for the Tender Offer
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Not applicable
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A.
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Name and head office address of financial instruments business operator, bank, or other institution in charge of settlement of the Tender Offer
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Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
2-5-2 Marunouchi, Chiyoda-ku, Tokyo
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B.
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Settlement commencement date
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Monday, March 19, 2012
Notification of the purchases under the Tender Offer will be sent to the address or residence of all accepting shareholders (or the standing proxy for foreign shareholders) immediately after the
conclusion of the Tender Offer period.
Purchases will be settled in cash. In accordance with the instructions
of the accepting shareholders (or the standing proxy for foreign shareholders), the Tender Offer Agent will, without delay after the settlement commencement date, remit the funds for the shares purchased to the location designated by the accepting
shareholders (or the standing proxy for foreign shareholders).
4
3. Post-Tender Offer policies and outlook
For information about business policies subsequent to the Tender Offer, please refer to the Notice Regarding
Commencement of Tender Offer for Radishbo-ya Co., Ltd. Common Shares and Stock Acquisition Rights dated January 30, 2012.
The Tender Offer will have a negligible impact on the Companys consolidated performance in the current fiscal year (the year ending March 31, 2012).
4. Locations where copies of the Tender Offer report may be viewed
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NTT DOCOMO, INC.
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2-11-1 Nagata-cho, Chiyoda-ku, Tokyo
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Osaka Stock Exchange Co. Ltd.
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1-8-16 Kitahama, Chuo-ku, Osaka-shi, Osaka
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For further information, please contact:
Investor Relations Department
Tel: +81-3-5156-1111
-END-
This document contains information on future prospects based on the current expectations and beliefs of
the management of NTT DOCOMO, INC. and Radishbo-ya Co., Ltd. The actual results may substantially deviate from these statements due to a number of factors.
All procedures related to the Tender Offer shall be conducted in Japanese unless otherwise stated. All
or part of the documents related to the Tender Offer shall be prepared in English, but in the event of a discrepancy between the English document and the Japanese document, the Japanese document shall take precedence.
5
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