IIJ to Acquire Subsidiary From AT&T Japan LLC to make It IIJ's Wholly Owned Subsidiary
01 June 2010 - 4:03PM
Internet Initiative Japan Inc. ("IIJ") (Nasdaq:IIJI) (TSE1:3774),
one of Japan's leading Internet access and comprehensive network
solutions providers, signed today the stock purchase agreement with
AT&T Japan LLC ("AT&TJLLC"). IIJ will be acquiring the
stock of the new company ("the New Company") established by
AT&TJLLC, which will be succeeding a part of the business
provided by AT&TJLLC, AT&T Japan K.K and AT&T Japan
Ltd. ("AT&T Japan").
1. Purpose of the acquisition of
shares
IIJ will be succeeding mainly the domestic network outsourcing
service business ("the acquiring business") such as the WAN
services which are mainly provided to approximately 1,600 domestic
corporate customers, by acquiring the stock of the New Company and
making it a 100% owned subsidiary.
We expect to realize group synergy between the business of IIJ
and the New Company by providing our network solution to the
acquired customers through this acquisition, by providing WAN
services to our client bases and by providing international
services to the acquired customers through business tie-up with
AT&T Japan. We expect to expand the scale of our business
through this acquisition.
2. Method of Transfer
IIJ is scheduled to acquire the stock of the New Company from
AT&TJLLC on September 1, 2010 by IIJ's own cash and new
short-term bank borrowings. The date of stock purchase may change
according to the future situation.
3. Basic information of the New Company
(Scheduled)
(1) Company name |
The current company name is
provisional |
(2) Head office location |
Shinnikko-Building, 2-10-1
Toranomon, Minato-ku, Tokyo |
(3) Representative |
President, Toshinori
Iwasawa |
(4) Principal business |
Provides domestic network
outsourcing related services including |
activities |
WAN service and international
network related services |
(5) Capital |
JPY100 (as of today) |
|
Capital as of September 1,
2010 is to be determined |
(6) Date of |
|
establishment |
April 21, 2010 |
(7) Fiscal year-end |
December 31 |
(8) Major |
|
shareholder and |
|
its ownership |
AT&T Japan LLC
(100%) |
(9) Number of |
|
employees |
250 employees (Expected as of
September 1, 2010) |
(10) Relationship |
|
|
with IIJ |
Capital relationships |
Not applicable |
|
Personnel relationships |
Not applicable |
|
Transaction relationships |
Not applicable |
(11) Business |
The New Company, established
on April 21, 2010 by AT&TJLL, |
results |
will be succeeding a part of
the domestic network outsourcing related |
in previous |
business from AT&T
Japan. Therefore, the New Company has no |
fiscal year |
business results data
for the previous fiscal year. |
|
|
4. Basic information of AT&T
Japan LLC
(1) Company name |
AT&T Japan LLC (incorporated
under the laws of Delaware) |
(2) Head office location |
Shinnikko-Building, 2-10-1
Toranomon, Minato-ku, Tokyo |
(3) Representative |
Representative in Japan,
Toshinori Iwasawa |
(4) Principal |
Provides global connectivity
services and managed applications to customers |
business |
in Japan, with an advanced
portfolio of hosting and other value-added services |
activities |
such as mobile enterprise
applications, cloud computing, application |
|
management, security,
Telepresence and unified communications. |
(5) Capital |
US$856 million |
(6) Date of establishment |
March 12, 1999 |
(7) Net assets |
not disclosed |
(8) Total assets |
not disclosed |
(9) Major shareholder |
AT&T Corporation (85.0%) |
and its ownership |
NTT Communications Corporation
(15.0%) |
(10) Relationship with IIJ |
Capital relationships |
No significant relationship |
|
Personnel relationships |
No significant relationship |
|
Transaction relationships |
IIJ provides connectivity and other |
|
|
services to AT&TJLLC |
|
Status as a related party |
The New Company is not a related party of
IIJ |
5. Number of shares to be acquired, acquisition
price, and shareholdings before and after the
acquisition
(1) Shareholdings |
|
|
before the |
0 shares (Voting
shares: 0 shares) |
|
|
acquisition |
(shareholding: 0%) |
|
|
(2) Number of |
The number of shares to be
acquired and its |
shares to |
voting rights are to be
determined |
be acquired |
acquisition price: JPY9,170
million (planned) |
(3) Shareholdings |
The number of shares after
the acquisition |
after the |
and its voting rights are to
be determined |
acquisition |
(shareholding: 100%) |
6. Schedule of
Acquisition
June 1, 2010 |
Board resolution for conclusion of stock
purchase agreement |
June 1, 2010 |
Conclusion of stock purchase
agreement |
September 1, 2010 |
Incorporation-type company split
(planned) |
September 1, 2010 |
Transfer of shares (planned) |
7. Future
Outlook
The New Company is to become IIJ's 100% owned consolidated
subsidiary on September 1, 2010 (planned) through this acquisition.
As a result, IIJ's consolidated financial target for FY2010
announced on May 14, 2010 has been revised to include the effect
from this acquisition and the new target was disclosed in today's
press release "IIJ Revises Full-Year Financial Targets for
FY2010"
About IIJ
Founded in 1992, IIJ is one of Japan's leading
Internet-access and comprehensive network solutions provider for
corporate customers. IIJ's services include high-quality systems
integration and security services, Internet access,
hosting/housing, and content design. Moreover, IIJ has built one of
the largest Internet backbone networks in Japan, and between Japan
and the United States. IIJ was listed on NASDAQ in 1999 and on the
First Section of the Tokyo Stock Exchange in 2006.
The statements within this release contain forward-looking
statements about our future plans that involve risk and
uncertainty. These statements may differ materially from actual
future events or results. Readers are referred to the documents
furnished by Internet Initiative Japan Inc. with the SEC,
specifically the most recent reports on Forms 20-F and 6-K, which
identify important risk factors that could cause actual results to
differ from those contained in the forward-looking statements.
This document is a translation for the form defined by the Tokyo
Stock Exchange.
The Internet Initiative Japan Inc. logo is
available at http://www.globenewswire.com/newsroom/prs/?pkgid=4613
CONTACT: Internet Initiative Japan Inc.
Investor Relations
+81-3-5259-6500
ir@iij.ad.jp
http://www.iij.ad.jp/en/IR
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