Share Transfer and Merger
13 March 2003 - 6:17PM
UK Regulatory
RNS Number:6737I
Konami Corporation
13 March 2003
FOR IMMEDIATE RELEASE
March 13, 2003
KONAMI CORPORATION
2-4-1 Marunouchi, Chiyoda-ku, Tokyo, Japan
Kagemasa Kozuki
Chairman of the Board and CEO
Ticker 9766 at TSE1
Contact: Toshiro Tateno
Director and Executive Corporate Officer
Tel: +81-3-5220-0374
Subsidiary Share Transfer and Subsequent Merger
Konami Corporation ("Konami") hereby announces that its Board of Directors
decided on March 13, 2003 to transfer all the shares of its wholly-owned
subsidiary, Konami Computer Entertainment Studios, Inc. ("Konami Studio"), to
another subsidiary, Konami Computer Entertainment Osaka, Inc. ("Konami OSA"),
and merge Konami OSA with Konami Studio on May 1, 2003.
1. Outline of Subject Company
Trade name: Konami Computer Entertainment Studios, Inc.
Location of head office: 4-1-23 Shiba, Minato-ku, Tokyo
Representative: Kazumi Kitaue, Representative Director and President
Date of incorporation: March 28, 1997
Main field of business: Production of video game software
Date of settlement: March 31
Number of employees: 139 (as of September 30, 2002)
Capital: 300 million yen
Net revenues: 1,393 million yen (for the year ended March 31, 2002)
2. Transfer of Stock
Transaction: Konami transfers all the issued shares
(6,000 shares) of Konami Studio
to Konami OSA.
Date of transfer: March 13, 2003
3. Transfer Price
2,000 million yen
4. Schedule of Merger
Board approval for merger agreement: March 13, 2003
Conclusion of merger agreement: March 13, 2003
Effective date of merger: May 1, 2003 (Tentative schedule)
Official registration of merger: May 1, 2003 (Tentative schedule)
5. Method of Merger
Konami OSA, as an ongoing concern, will absorb Konami Studio, which will be
subsequently dissolved.
6. Merger Ratio
Due to the fact that Konami OSA will acquire 100% of the shares of Konami
Studio, there will be no issuance of new shares or capital increase.
7. Objective of Merger
To enhance product lineup by adding Konami Studio's leading video game content
derived from TV animation programs and cartoons to sports games, which are
Konami OSA's major focus. As a result, we expect to achieve more stable
management of the new company after the merger and that the group value as a
whole will be maximized.
8. Outline of Parties (as of September 30, 2002)
Trade name Konami Computer Entertainment Konami Computer Entertainment
Osaka, Inc. Studios, Inc.
Main field of business Production and distribution of Production of video game software
video game software
Date of incorporation April 3, 1995 March 28, 1997
Location of head office 2-5-25 Umeda, Kita-ku, Osaka 4-1-23 Shiba, Minato-ku, Tokyo
Representative Kuniaki Kinoshita, Kazumi Kitaue,
Representative Director and Representative Director and President
President
Capital 1,213 million yen 300 million yen
Total number of shares
issued 14,941,500 shares 6,000 shares
Shareholders' equity 5,898 million yen 140 million yen
Total assets 8,378 million yen 1,384 million yen
Date of settlement March 31 March 31
Number of employees 299 139
Major customers Konami Corporation Konami Corporation
Major shareholders and Konami Corporation 65.23% Konami Computer Entertainment
shareholding ratios Employees' stock Osaka, Inc. 100%
ownership 3.09%
UFJ Trust Bank Limited 0.49% (as of March 13, 2003)
Masahiko Takeda 0.46%
The Master Trust Bank
of Japan, Ltd. 0.41%
Main banks Sumitomo Mitsui Banking
Corporation
Bank of Tokyo-Mitsubishi, Ltd.
Relationship between Capital Konami Studio is a wholly-owned subsidiary of
parties Konami OSA effective March 13, 2003.
Personnel There is a director (corporate auditor) with
concurrent status.
Transaction There is no material transaction.
9. Financial results for the three most recent years
(Millions of yen, except per share data)
Konami Computer Entertainment Konami Computer Entertainment
Osaka, Inc. Studios, Inc.
Fiscal year March 31, March 31, March 31, March 31, 2000 March 31, March 31,
ended on 2000 2001 2002 2001 2002
Net revenues 3,485 6,515 8,740 645 1,365 1,393
Operating
income 1,295 1,698 1,952 171 427 (209)
Ordinary
income 1,255 1,712 1,959 170 427 (211)
Net income 677 917 1,158 170 365 1,075
Net income per
share (yen) 71,172 15,354 194 28,466 60,843 179,273
Dividend per
share (yen) 20,500 4,620 78 - 2,500 -
Shareholders'
equity per
share (yen) 402,007 78,989 930 6,063 137,239 25,269
Notes:
1. Konami Computer Entertainment Studios, Inc. is the name of the company formed from the merger of Konami
Computer Entertainment Yokohama, Inc. and Konami Computer Entertainment Sapporo, Inc. on August 1, 2000.
2. HUDSON SOFT CO., LTD. succeeded a portion of the business located in Sapporo of Konami Studio by the method
of absorption following a spin-off on December 1, 2001.
3. Konami OSA split each share with par value of 50,000 yen into six shares with par value of 10,000 yen on
April 3, 2000.
4. Konami OSA made a 100-for-1 stock split on February 1, 2002.
5. Konami OSA made a 2.5-for-1 stock split on May 20, 2002.
10. Circumstances after Merger
Trade name: Konami Computer Entertainment Studios, Inc.
(A change is scheduled to be proposed at the general meeting of
shareholders in June 2003.)
Main field of business: Production and distribution of video game software
Location of head office: Minato-ku, Tokyo
(A change is scheduled to be proposed at the general meeting of
shareholders in June 2003.)
Representative: Kuniaki Kinoshita,
Representative Director and President
Capital: 1,213,050,000 yen (No capital increase)
Total assets: 9,762 million yen
(An increase of 1,384 million yen is expected as a result of
the merger according to the results as of September 30, 2002)
Date of settlement: March 31
Total number of shares issued: 14,941,500 shares
11. Effect on business results
As a result of this share transfer, a gain of approximately 1,800 million yen
will be incurred by Konami on a non-consolidated basis. However, there is no
material effect on Konami's consolidated business results.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCGLGDXRDBGGXX
