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Exhibit 1
[Letterhead of Benesse Corporation]
VIA FAX AND FEDERAL EXPRESS
December 28, 2000
Special Committee of Disinterested Directors
Berlitz International, Inc.
Dear Sirs:
We are pleased to propose the acquisition of all of the
outstanding shares of the common stock of Berlitz International, Inc.
("Berlitz") not held by Benesse Corporation ("Benesse"), Benesse Holdings
International, Inc. ("BHI") and Mr. Soichiro Fukutake (together, the "Benesse
Group") for a cash purchase price of $12.00 per share. This price represents a
50% premium to the closing price of December 27, 2000. We believe that this
proposal is at a fair price that reflects Berlitz's historical results and
future prospects.
It is currently contemplated that the acquisition of such
shares by the Benesse Group would take the form of a tender offer by BHI, either
directly or through a newly formed subsidiary, subject to enough shares of
Berlitz's common stock being tendered so that, together with the shares they
currently hold, the Benesse Group would own at least 90% of the outstanding
shares of Berlitz. Promptly following consummation of the tender offer, the
remaining shares of Berlitz's common stock would be acquired at the same cash
price. The transactions contemplated by our proposal would only be consummated
following a favorable recommendation by the Special Committee to the Berlitz
shareholders. The proposal is not contingent on any financing conditions.
We request that the Special Committee, together with its
financial and legal advisors, proceed to evaluate the fairness of this proposal
for purposes of the Special Committee making a recommendation with respect to
the proposal. We, and our financial and legal advisers, are prepared to meet
with you and your financial and legal advisers at your convenience to review our
proposal at the earliest possible date.
Depending on the response of the Special Committee to this
proposal, and other factors deemed relevant by us, we may formulate other plans
and/or make other proposals, and take such actions with respect to our
investment in Berlitz, as we may determine to be appropriate. We may also amend
or withdraw this proposal at any time at our sole discretion.
Our proposal is merely an expression of interest and is not
intended to be legally binding in any way. If an offer were to be made, it would
be made in accordance with all
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applicable securities laws and would involve the filing of appropriate materials
with the Securities and Exchange Commission and the mailing of appropriate
materials to the public shareholders of Berlitz.
Please be advised that we intend to disclose this proposal in
an amendment to our Schedule 13D relating to shares of Berlitz's common stock
currently owned by us, as required by law. We also intend to release a press
release in the form of Annex A to this letter which will be filed as an exhibit
to the amendment to our Schedule 13D and filed under cover of Schedule TO as a
preliminary communication in accordance with Rule 14d-2(b) under the Securities
Exchange Act of 1934, as amended. In the event that Berlitz determines that
public disclosure of our proposal is required on its part, we request that any
public announcement be reviewed by us prior to its release.
We appreciate your consideration of this proposal and look
forward to your response.
Very truly yours
BENESSE CORPORATION
By: /s/ Soichiro Fukutake
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Soichiro Fukutake
President and Representative Director
cc: Board of Directors
Berlitz International, Inc.
Mark Manner, Esq.
Harwell Howard Hyne Gabbert & Manner, P.C.
Counsel to Special Committee
David K. Lakhdhir, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
Counsel to Berlitz International, Inc.
Paul Weinstein, Esq.
General Counsel and Secretary
Berlitz International, Inc.
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ANNEX A
BENESSE CORPORATION PRESS RELEASE
FOR IMMEDIATE RELEASE
BENESSE PROPOSES TO ACQUIRE REMAINING SHARES OF COMMON STOCK OF BERLITZ
New York, New York (December 29, 2000) - Benesse Corporation and Benesse
Holdings International, Inc., announced today that they have made a proposal to
acquire all of the outstanding shares of common stock of Berlitz International,
Inc. (NYSE-BTZ) not held by them or their affiliates for a cash price of $12.00
per share. This price represents a 50% premium to the closing price of December
27, 2000. Together, Benesse, Benesse Holdings International and their affiliates
currently own approximately 76% of Berlitz's outstanding common stock.
Benesse and Benesse Holdings International requested that a special
committee of disinterested directors of Berlitz evaluate the fairness of their
proposal and make a recommendation with respect thereto.
Benesse's proposal is, among other things, subject to Berlitz making a
favorable recommendation with respect to the proposal. The proposal is not
subject to any financing conditions. Benesse also informed the directors of
Berlitz that it reserves the right to amend or withdraw its proposal at any time
in its sole discretion.
Benesse is a public company in Japan and its shares are traded on the
Tokyo Stock Exchange and the Osaka Securities Exchange. Benesse is the largest
educational services company in Japan. Benesse holds the leading position in the
Japanese market for correspondence courses, simulated examinations and study
aids, with products and services designed for pre-school children and students
from elementary school to senior high school. Benesse also publishes Japanese
magazines targeted at expectant mothers, young mothers and homemakers and has a
growing presence in the field of for-profit social welfare services, principally
elder-care facilities and child day-care centers. Benesse Holdings International
is a wholly owned subsidiary of Benesse incorporated in Delaware in 1991 to act
as a holding company for the stock of Berlitz and to make other strategic
investments.
Berlitz and its franchisees have more than 400 locations in over 50
countries worldwide offering language instruction, cross-cultural training,
document translation, software localization and interpretation services. In
addition, Berlitz offers a wide range of publishing products such as
dictionaries, phrase books, travel guides and self-study language instruction
materials including CD and audiocassettes.
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This press release is neither an offer to purchase nor the solicitation
of an offer to sell any securities of Berlitz. It is intended that any tender
offer for such securities, if and when made, would be made in compliance with
all applicable securities laws and in compliance with the procedural and filing
requirements of the Securities and Exchange Commission ("SEC"). If and when a
tender offer is made, security holders of Berlitz are urged to read the tender
offer documents (which would include an offer to purchase, a letter of
transmittal and related materials) which will be distributed because these
documents would contain important information concerning the offer. If a tender
offer is commenced, the tender offer documents will be included in a Tender
Offer Statement on Schedule TO filed with the SEC and Berlitz security holders
will be able to obtain a copy of these documents from the purchaser's
information agent, without charge, upon request. If a tender offer is made the
contact details for the information agent will be announced by press release and
advertisement at the time of commencement. Any tender offer documents filed with
the SEC will be available for inspection, free of charge, at the public
reference facilities of the SEC located in Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, as well as on the SEC's web site at www.sec.gov.
Contacts: Mr. Naoto Sugiyama
Benesse Corporation
3-7-17 Minamigata, Okayama-Shi
700-8686 Japan
Phone: (81)(86) 221-5215
Mr. Hiroshi Kitada
Benesse Holdings International, Inc.
Park Avenue Tower
65 East 55th Street
New York, NY 10022
Phone: (212) 813-9500
