TOY Toys R Us

Toys "R" Us, Inc. (NYSE: TOY) announced that as of the consent payment deadline of 5:00 p.m., New York City time, on June 15, 2005, a total of $46,935,000 in aggregate outstanding principal amount of the 8 3/4 % Debentures due 2021 (the "Debentures") (representing approximately 23.5% of the $200,000,000 of aggregate outstanding principal amount of Debentures) had been validly tendered in its previously announced tender offer and consent solicitation and that accordingly, the minimum tender condition for the tender offer currently has not been met. Unless a majority in aggregate principal amount of the Debentures are validly tendered (and not validly withdrawn) at the Expiration Time of 5:00 p.m., New York City time on June 28, 2005, Toys "R" Us will not be obligated to accept any tendered Debentures for payment. In addition, Toys "R" Us announced that it has not extended the consent payment deadline, but has extended the time by which holders of the Debentures who previously tendered their Debentures may validly withdraw their Debentures to 5:00 p.m., New York City time on June 28, 2005 (which is the Expiration Time of the tender offer and consent solicitation). Holders of Debentures who tender their Debentures after 5:00 p.m. on June 15, 2005 but before the Expiration Time (including any holder who withdraws and re-tenders), will have consented to the proposed amendments to the Indenture set forth in the related Offer to Purchase and Consent Solicitation Statement dated May 27, 2005 (as amended by Toys "R" Us' press release dated June 13, 2005) and will receive $970 for each Debenture tendered so long as the conditions to the tender offer and consent solicitation are met. THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL OR A SOLICITATION OF CONSENTS WITH RESPECT TO THE DEBENTURES. THE TENDER OFFER AND CONSENT SOLICITATION ARE BEING MADE SOLELY BY THE OFFER TO PURCHASE AND CONSENT SOLICITATION STATEMENT DATED MAY 27, 2005, AS AMENDED BY THE COMPANY'S PRESS RELEASE DATED JUNE 13, 2005. Toys "R" Us, Inc. is one of the leading specialty toy retailers in the world. It currently sells merchandise through more than 1,500 stores, including 680 toy stores in the United States and 614 international toy stores, including licensed and franchise stores, as well as through its Internet sites at www.toysrus.com, www.imaginarium.com and www.sportsrus.com. Babies "R" Us, a division of Toys "R" Us, Inc., is the largest baby product specialty store chain in the world and a leader in the juvenile industry, and sells merchandise through 220 stores in the United States as well as on the Internet at www.babiesrus.com. This press release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. All statements herein that are not historical facts, including statements about our beliefs or expectations, are forward-looking statements. We generally identify these statements by words or phrases such as "anticipate," "estimate," "plan," "expect," "believe," "intend," "foresee," "will," "may," and similar words or phrases. These statements discuss, among other things, implementation of our proposed merger, our strategy, store openings and renovations, future financial or operational performance, anticipated cost savings, results of store closings and restructurings, anticipated domestic or international developments, future financings and other goals, targets and future occurrences and trends. These statements are subject to risks, uncertainties and other factors, including, among others, competition in the retail industry, seasonality of our business, changes in consumer preferences and consumer spending patterns, general economic conditions in the United States and other countries in which we conduct our business, the timing and receipt of approvals for the proposed merger, our ability to implement our strategy, availability of adequate financing, our dependence on key vendors of our merchandise, domestic and international events affecting the delivery of toys and other products to our stores, economic, political and other developments associated with our international operations, existence of adverse litigation and risks, uncertainties and factors set forth in our reports and documents filed with the Securities and Exchange Commission (which reports and documents should be read in conjunction with this press release). We believe that all forward-looking statements are based upon reasonable assumptions when made; however, we caution that it is impossible to predict actual results or outcomes or the effects of risks, uncertainties or other factors on anticipated results or outcomes and that, accordingly, you should not place undue reliance on these statements. Forward-looking statements speak only as of the date when made, and we undertake no obligation to update these statements in light of subsequent events or developments. Actual results and outcomes may differ materially from anticipated results or outcomes discussed in forward-looking statements.