D&M Holdings Board of Directors Approve Tender Offer by Bain Capital: Recommends Shareholders Accept Offer

28 July 2008

D&M Holdings Inc. (TSE 1:6735) today announced that its Board of Directors has approved the tender offer to be launched by an acquisition corporation owned by investment funds advised by Bain Capital Partners LLC ("Bain
Capital") to acquire all the common shares of D&M Holdings. The Board of Directors recommends that all shareholders of D&M Holdings accept the tender offer.

"We fully support the tender offer from Bain Capital and encourage our shareholders to tender their shares in the process," said D&M Holdings Chairman and Chief Executive Officer Eric C. Evans. "We have done a thorough review of our strategic options and have determined that the tender offer from Bain Capital would contribute the most value to D&M Holdings and to our shareholders. This decision has been confirmed by an independent third party valuation and fully reviewed by legal counsel and other advisors. We look forward to the future and our next phase of growth in partnership with Bain Capital."

The price offered to D&M Holding's shareholders is 510 yen per share of common stock. The price for common stock represents a premium of 37.1% over the average closing share price in the six months prior to June 19, 2008, the day immediately before the tender offer agreement was reached between D&M Holdings and Bain Capital, and a premium of 68.9% over the unaffected closing share price on January 23, 2008, the day prior to the emergence of press speculation regarding a potential transaction involving the company.

On June 20, 2008, Bain Capital entered into an agreement with RHJ International, S.A. (RHJI), D&M Holdings' largest shareholder, under which RHJI agreed to tender all its shares (45,323,160 shares or approximately 48.5% of fully diluted shares outstanding) of D&M Holdings to Bain Capital. Bain Capital intends to purchase 100% of the shares of D&M Holdings. Any remaining outstanding shares would be obtained through subsequent stages of the acquisition process. Following successful completion of the tender offer process, the shares of D&M Holdings would be de-listed from the Tokyo Stock Exchange. The entire process is subject to various legal conditions and clearances.

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