Tomy Company, Ltd. and RC2 Corporation have entered into a definitive agreement pursuant to which Tomy will acquire RC2 through an all-cash tender offer and second-step merger valued at approximately $640 million. The transaction was approved by Tomy’s board of directors. RC2’s board of directors has also approved the agreement and recommended that RC2’s stockholders tender their shares to Tomy pursuant to the offer. Tomy, through a U.S. subsidiary, will make an offer to purchase all outstanding shares of RC2 common stock for $27.90 per share. The tender offer price represents a 30.9 percent premium to RC2’s average closing stock price over the three-month period ended March 9, 2011, and a 27.2 percent premium over the closing price of RC2’s common stock on March 9, 2011. The tender offer is scheduled to commence in 10 business days and is expected to close during the second quarter of this year. The tender offer is subject to certain customary conditions, including the tender of a majority of the outstanding shares of RC2’s common stock on a fully diluted basis. The transaction is not conditioned on financing. Following completion of the tender offer, Tomy will acquire the remaining outstanding shares of RC2’s common stock for $27.90 per share through a second-step merger.