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Notice on Results of NEC's Tender Offer for Shares of NEC Infrontia Corporation

*****For immediate use January 13, 2006

Tokyo, January 13, 2006 - NEC Corporation (hereinafter referred to as "NEC") today announced the results of the tender offer for shares of NEC Infrontia Corporation that was completed on January 12, 2006. NEC had been conducting a tender offer under the Securities and Exchange Law of Japan for the shares of NEC Infrontia Corporation (Tokyo Stock Exchange, 1st Section; Code Number 6705. hereinafter referred to as "NEC Infrontia") since November 25, 2005, pursuant to the resolution at the meeting of its Board of Directors held on November 24, 2005.

1. Summary of Tender Offer
 
(1)Name and address of Offeror: NEC Corporation
7-1, Shiba 5-chome, Minato-ku, Tokyo
108-8001, Japan
(2)Name of Target Company: NEC Infrontia Corporation
(3)Type of Shares to be Purchased: Common Shares
(4)Tender Offer Period: From November 25, 2005 (Friday)
to January 12, 2006 (Thursday) (49 days)
(5)Purchase Price: 569 yen per share
 
2. Results of Tender Offer
(1) Status of Tender:
Total Number of Shares Planned to Be Purchased: 58,948,372 shares
Total Number of Shares Tendered: 15,718,809 shares
Total Number of Shares Purchased : 15,718,809 shares
(2) Status of Purchase:
NEC purchases all tendered shares.
Total Number of Applicant Shareholders Total Number of Shares Tendered Total Number of Shares Purchased Total Number of Shares Not Purchased
1,253 15,718,809 shares 15,718,809 shares 0 shares
(3) Calculation in case of Purchase of Shares on Pro Rata Basis: N/A
(4) Number of Shares Held and Ownership Ratio After Tender Offer:
Number of Shares Held Prior to Tender Offer: 67,554,980 shares
(Ownership Ratio 53.31%)
Number of Shares Held After Tender Offer: 83,273,789 shares
(Ownership Ratio 66.15%)

  (Note 1) The ownership ratio for the Number of Shares Held Prior to Tender Offer was calculated based on the total number of issued shares of NEC Infrontia as of September 30, 2005 (126,724,074 shares).
  (Note 2) The ownership ratio for the Number of Shares Held After Tender Offer was calculated based on the sum of the total number of issued shares of NEC Infrontia (126,724,074 shares (as of September 30, 2005)) and the number of the shares that were issued or transferred to the holders of the stock acquisition rights (including the stock acquisition rights stipulated in Paragraph 2, Article 210-2 of the former Commercial Code of Japan) of NEC Infrontia upon exercise of such stock acquisition rights by the end of the tender offer period (122,000 shares), deducting the number of treasury stock owned by NEC Infrontia (952,722 shares (as of September 30, 2005)).
(5) Funding for Tender Offer: 8,944 million yen

 
3. Procedures and Commencement Date of Settlement
 
(1) Names and Locations of the Head Office of Securities Firms Handling the Settlement:
 
Daiwa Securities SMBC Co., Ltd.
(TOB Agent)
8-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo
Daiwa Securities Co., Ltd.
(TOB Sub-agent)
6-4, Otemachi 2-chome, Chiyoda-ku, Tokyo
(2) Commencement Date of Settlement:January 20, 2006 (Friday)
(3) Settlement Procedures:
A notice of purchase will be sent to the address of each applicant shareholder without delay after the date hereof (in case of a foreign shareholder, to the address of his/her standing agent in Japan). The purchase will be made in cash. The fund will be paid by the TOB Agent or the TOB Sub-agent on or after the commencement date of settlement in accordance with the instructions of each applicant shareholder, either by remittance, or at the head office or any of the domestic branch offices of the TOB Agent or the TOB Sub-agent where the application for the tender offer was accepted.
 
4. Place of the Registration Statement Available for Public Inspection
 
Name Address
NEC Corporation 7-1, Shiba 5-chome, Minato-ku, Tokyo
Tokyo Stock Exchange, Inc. 2-1, Nihonbashi Kabutocho, Chuo-ku, Tokyo
 
5. Stock-for-Stock Exchange
  In order to make NEC Infrontia its wholly-owned subsidiary, NEC plans to enter into a stock-for-stock exchange agreement with NEC Infrontia by the end of February 2006.

***


CAUTIONARY STATEMENTS:
This material contains forward-looking statements pertaining to strategies, financial targets, technology, products and services, and business performance of NEC Corporation and its consolidated subsidiaries (collectively "NEC"). Written forward-looking statements may appear in other documents that NEC files with stock exchanges or regulatory authorities, such as the U.S. Securities and Exchange Commission, and in reports to shareholders and other communications. The U.S. Private Securities Litigation Reform Act of 1995 contains, and other applicable laws may contain, a safe-harbor for forward-looking statements, on which NEC relies in making these disclosures. Some of the forward-looking statements can be identified by the use of forward-looking words such as "believes," "expects," "may," "will," "should," "seeks," "intends," "plans," "estimates," "aims," or "anticipates," or the negative of those words, or other comparable words or phrases. You can also identify forward-looking statements by discussions of strategy, beliefs, plans, targets, or intentions. Forward-looking statements necessarily depend on currently available assumptions, data, or methods that may be incorrect or imprecise and NEC may not be able to realize the results expected by them. You should not place undue reliance on forward-looking statements, which reflect NEC's analysis and expectations only. Forward-looking statements are not guarantees of future performance and involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those in the forward-looking statements. Among the factors that could cause actual results to differ materially from such statements include (i) global economic conditions and general economic conditions in NEC's markets, (ii) fluctuating demand for, and competitive pricing pressure on, NEC's products and services, (iii) NEC's ability to continue to win acceptance of NEC's products and services in highly competitive markets, (iv) NEC's ability to expand into foreign markets, such as China, (v) regulatory change and uncertainty and potential legal liability relating to NEC's business and operations, (vi) NEC's ability to restructure, or otherwise adjust, its operations to reflect changing market conditions, and (vii) movement of currency exchange rates, particularly the rate between the yen and the U.S. dollar. Any forward-looking statements speak only as of the date on which they are made. New risks and uncertainties come up from time to time, and it is impossible for NEC to predict these events or how they may affect NEC. NEC does not undertake any obligation to update or revise any of the forward-looking statements, whether as a result of new information, future events, or otherwise.

The management targets included in this material are not projections, and do not represent management's current estimates of future performance. Rather, they represent targets that management will strive to achieve through the successful implementation of NEC's business strategies.

Finally, NEC cautions you that the statements made in this material are not an offer of securities for sale. The securities may not be offered or sold in any jurisdiction in which registration is required absent registration or an exemption from registration under the applicable securities laws. For example, any public offering of securities to be made in the United States must be registered under the U.S. Securities Act of 1933 and made by means of an English language prospectus that contains detailed information about NEC and management, as well as NEC's financial statements.


NEC Press Contacts:

In Japan
Diane Foley
NEC Corporation
d-foley@ax.jp.nec.com
+81-3-3798-6511

Readers are advised that the press releases and other information posted on this site are current only on their original publication date. Please note that such press releases and other information may now be outdated or rendered inaccurate due to passage of time or subsequent material changes in facts and circumstance.

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