Corporate Split
Konami Corporation
20 November 2002
FOR IMMEDIATE RELEASE
November 20, 2002
KONAMI CORPORATION
2-4-1 Marunouchi Chiyoda-ku Tokyo, Japan
Kagemasa Kozuki
Representative Director and CEO
Ticker 9766 at TSE1
Contact: Toshiro Tateno
Director and Executive Corporate Officer
Corporate Planning Division
Tel: +81-3-5220-0374
KONAMI to Acquire
a Portion of the Operations of Konami School, Inc.
Following a Corporate Split
KONAMI CORPORATION, (KONAMI) Board of Directors decided on November 11, 2002, to
acquire a portion of the operations (video game software debugging operation at
Roppongi Monitoring Center) carried out by KONAMI's wholly-owned subsidiary,
Konami School, Inc. (Konami School) on January 1, 2003 as described below.
1. Purpose of Corporate Split
The purpose of the Konami School is to train video game creators for the purpose
of developing high-quality human resources and to debugg video game software.
As a result of this Corporate Split, Konami School will focus its attention on
human resources.
2. Overview of Corporate Split
(1) Schedule for Corporate Split
November 11, 2002 Board Meeting
to Approve the Corporate Split (the method of acquisition
following a Corporate Split) Agreement
November 11, 2002 Conclusion of Corporate Split Agreement
November 26, 2002 Shareholders' Meeting
to Approve the Corporate Split Agreement (Konami School, Inc.)
January 1, 2003 Date of Corporate Split
(2) Method of Corporate Split
a. We will completed the acquisition following the corporate split.
Acquiror: KONAMI
Split-Off Company: Konami School
b. We will use a short-form corporate split which does not require shareholder approval as stated in the
Article 374-17-1 of the Commercial Code.
(3) Allocation of Shares upon Corporate Split
We will not allocate shares since Konami School is our wholly owned subsidiary.
(4) Amount of Stated Capital Increased upon Corporate Split
None
(5) Cash Amount to be Paid upon Corporate Split
None
(6) Rights and Obligations of Acquiror
All the assets and liabilities such as account payables and fixed assets and any agreements (including employment
agreements) and the other rights and obligations incidental thereto relating to the operations acquired shall be
assumed on the Corporate Split Date.
(7) Future Performance of Obligations and Liabilities
KONAMI and Konami School have agreed that KONAMI will be responsible for performing obligations and fulfilling the
liabilities that will mature after the corporate split date.
(8) Directors transferring to the acquiror from the split-off company
None
3. Outline of Parties
(as of March 31, 2002)
(1) Name KONAMI CORPORATION Konami Computer
Entertainment School, Inc. (*2)
(Acquiror) (Split-Off Company)
(2) Principal Global Entertainment: Trainning video game creators
Businesses
(3) Date of March 19, 1973 March 18, 1997
Establishment
(4) Location of 4-3-1 Toranomon, Minato-ku, 2-12-15 Shibuya, Shibuya-ku,
Headquarters Tokyo, Japan (*1) Tokyo, Japan
(5) Representative Kagemasa Kozuki Masaki Yoneoka
Representative Director and CEO Representative Director
(6) Capital (million 47,398 395
yen)
(7) Total Number of 128,737,566 shares 10,900 shares
Issued Shares
(8) Shareholderfs 132,573 218
Equity (million
yen)
(9) Total Assets 208,896 1,054
(million yen)
(10) Fiscal Year ends March 31 ends March 31
(11) Number of 951 46
Employees
(12) Principal Kozuki Holding B.V.: 10.50% KONAMI CORPORATION: 100%
Shareholders and
Percentages Held Japan Trustee Service
Trust Bank Co., Ltd. (Trust Account):
5.76%
KOZUKI FOUNDATION FOR
HFIGHER EDUCATION: 5.68%
(13) Principal Banks Sumitomo-Mitsui Banking Corporation Sumitomo-Mitsui Banking Corporation
(14) Relationship Capital relationship KONAMI CORPORATION
between parties owns 100% of the split-off companyfs
issued shares
(*1) KONAMI changed the location of headquarters to 2-4-1 Marunouchi, Chiyoda-ku, Tokyo on August 26,
2002.
(*2) Konami Computer Entertainment School, Inc. changed its name to Konami School, Inc. on May 1, 2002.
(15) Results for Three Most Recent Fiscal Periods (Japanese GAAP)
KONAMI CORPORATION (Acquiror)
Fiscal Year Ended March 31, 2000 Ended March 31, 2001 Ended March 31, 2002
Net Sales 130,124 148,470 123,283
(million yen)
Operating Income 25,613 34,092 11,083
(million yen)
Ordinary Income 25,374 33,238 11,792
(million yen)
Net Income 16,236 18,042 8,675
(million yen)
Net Income per Share (yen) 290.26 158.12 67.96
Dividends per Share 97 54 54
(yen)
Shareholders' Equity 1,251.21 1,136.49 1,029.80
per Share (yen)
Konami School, Inc. (Split-Off Company)
Fiscal Year Ended March 31, 2000 Ended March 31, 2001 Ended March 31, 2002
Net Sales 935 1,073 921
(million yen)
Operating Income 102 (124) (63)
(million yen)
Ordinary Income 106 (121) (62)
(million yen)
Net Income 93 (144) (63)
(million yen)
Net Income per Share (yen) 18,879 (29,331) (5,766)
Dividends per Share - - -
(yen)
Shareholders' Equity 25,404 (3,927) 19,992
per Share
(yen)
4. Overview of the Operations to be Acquired
(1) Roppongi Monitoring Center:
video game software debugging operation
(1) Roppongi Monitoring Center:
video game software bug checking operations
(2) Results of Operations to be Acquired for Fiscal Year Ended March 31, 2002
Net Sales (million yen) 454
Gross Profit (million yen) 201
Operating Income (million yen) 9
Ordinary Income (million yen) 11
(3) Assets and Liabilities of Operations to be Acquired (as of Oct 31, 2002)
Assets (million yen) Liabilities (million yen)
Current Assets 189 Current Liabilities 30
Fixed Assets 47
Total Assets 236 Total Liabilities 30
5. Company Overview of KONAMI after Acquisition of Operations
(1) Company Name KONAMI CORPORATION
(2) Details of Business Global Entertainment
(3) Location of Headquarters 2-4-1 Marunouchi, Chiyoda-ku, Tokyo
(4) Representative Kagemasa Kozuki, Representative Director and CEO
(5) Capital (million yen) 47,398 (as of March 31, 2002)
No capital increase after corporate split
(6) Total Assets 236 million yen is the expected increase resulting from this
transaction.
(7) Fiscal Year Ends March 31
(8) Impact on Konami does not expect that the corporate split will have a material
impact on its consolidated results of operations or financial
financial results of KONAMI condition since the split-off company (Konami School) is the
wholly-owned company.
This information is provided by RNS
The company news service from the London Stock Exchange