August 3, 2010
To All Stakeholders:
Company: USS Co., Ltd.
President and CEO: Yukihiro Ando
Stock code: 4732
Stock exchange listings: Tokyo and Nagoya (first sections)
Tel: +81-52-689-1129
Contact: Masafumi Yamanaka
Junior Managing Director, Officer, Supervisory Office


Announcement of Absorption-type Merger (Simplified Merger/ Short-form Merger) of
Consolidated Subsidiary

USS Co., Ltd. hereby announces that it has decided, at a meeting of the Board of Directors held on August 3, 2010, to absorb its wholly owned subsidiary USS Kanto Co., Ltd (USS Kanto hereafter) in an absorption-type merger as follows.

The disclosure items and contents are partially abbreviated because the merger concerns a wholly-owned, consolidated subsidiary of USS.

1. Aim of merger
As a result of a review conducted to improve the business efficiency of the Group, USS has decided to absorb by merger its consolidated subsidiary USS Kanto that operates the USS Saitama auction site in Iruma City, Saitama Prefecture and the USS Ryutsu auction site in Noda City, Chiba Prefecture.

2. Details of merger
(1) Merger schedule
Meeting of Board of Directors to decide on merger August 3, 2010
Merger contract concluded August 3, 2010
Scheduled effective date of merger (date of entry into force) October 1, 2010
Note:
The merger is being conducted in accordance with the provisions of Articles 796-3 and 784-1 of the Company Law of Japan and so there is no necessity for the merger contract between USS and USS Kanto to be approved by a shareholders’ meeting.
(2) Merger method
USS will absorb USS Kanto. As a result, USS will be the surviving company and USS Kanto will be dissolved.
(3) Merger ratio and payment
No new shares will be issued and no cash-out payment will be made as a result of the merger.
(4) The merger will have no effect on dealings in the warrants for new shares and bonds with warrants for new shares of the dissolved company.

3. Profiles of companies to merge
(1) Trade name USS Co., Ltd.
(Company performing merger)
USS Kanto Co., Ltd.
(Company to be absorbed)
(2) Business activities Operation of used car auctions Operation of used car auctions
(3) Establishment October 29, 1980 April 9, 1997
(4) Head office 507-20 Shinpo-machi, Tokai city,
Aichi Prefecture
3039-1 Miyadera, Iruma city,
Saitama Prefecture
(5) Representative President Yukihiro Ando President Yukihiro Ando
(6) Capital stock 18,881 million yen 50 million yen
(7) Shares issued 31,325,000 3,600
(8) Fiscal year Ends March 31 Ends March 31
(9) Major shareholders
and pct. of stock held
1. USS Co., Ltd. 8.98%
2. Futoshi Hattori 8.04%
3. BBH for Fidelity Low Price Stock Fund 6.11%
4. JP Morgan Chase Bank 380055 5.15%
5. State Street Bank and Trust
Company 505223
3.49%
USS Co., Ltd. 100%
(10) Net assets 118,390 million yen (consolidated) 503 million yen (non-consolidated)
(11) Total assets 142,164 million yen (consolidated) 869 million yen (non-consolidated)
(12) Equity per share 3,970.03 yen (consolidated) 139,747.94 yen (non-consolidated)
(13) Net sales 59,849 million yen (consolidated) 655 million yen (non-consolidated)
(14) Operating income 21,940 million yen (consolidated) (244) million yen (non-consolidated)
(15) Ordinary income 22,511 million yen (consolidated) (227) million yen (non-consolidated)
(16) Net income 12,717 million yen (consolidated) (242) million yen (non-consolidated)
(17) Net income per share 418.85 yen (consolidated) (67,422.41) yen (non-consolidated)

Notes:
1) The contents of items (1) Trade name through (8) Fiscal year of the Profiles of the Companies to Merge are as of July 31, 2010 and (9) Major shareholders and pct. of stock held are as of March 31, 2010.
2) The contents of items (10) Net assets through (17) Net income per share of the Companies to Merge are taken from the March 2010 consolidated earnings of USS and the March 2010 non-consolidated earnings of USS Kanto.
3) On April 1, 2010, USS Kanto absorbed USS Ryutsu Auto Auction Co., Ltd., a wholly-owned, consolidated subsidiary of USS at the time, by merger. A profile of USS Ryutsu Auto Auction Co., Ltd. as of March 31, 2010, follows.

(1) Trade name USS Ryutsu Auto Auction Co., Ltd. (10) Net assets (39) million yen
(2) Business activities Operation of used car auctions (11) Total assets 630 million yen
(3) Establishment February 23, 1999 (12) Equity per share 19,490.81 yen
(4) Head office 1847-4 Funakata, Noda city,Chiba Prefecture (13) Net sales 812 million yen
(5) Representative President Yukihiro Ando (14) Operating income (199) million yen
(6) Capital stock 11 million yen (15) Ordinary income (199) million yen
(7) Shares issued 2,025 (16) Net income (73) million yen
(8) Fiscal year Ends March 31 (17) Net income per share (36,473.63) yen
(9) Major shareholders
and pct. of stock held
USS Co., Ltd.     100% - -

4. Profile of company after merger
No changes will be made to the trade name, business activities, title and name of representative director, capital stock or fiscal year as a result of the merger.

5. Effect of merger on results of operations
The merger will have minimal effect on the results of operations of the USS Group.


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