Execution of Share Exchange:

RNS Number : 0450T

Konami Corporation

21 September 2010

 



NOTICE TO SHAREHOLDERS RESIDENT IN THE UNITED STATES:

              This exchange offer or business combination is made for the securities of a foreign company. The offer is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.

              It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws, since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.

              You should be aware that the issuer may purchase securities otherwise than under the exchange offer, such as in open market or privately negotiated purchases.

Translation of Japanese original

September 21, 2010

To whom it may concern      

Company name: KONAMI CORPORATION

Name of Representative: Kagemasa Kozuki, Representative Director and Chairman of the Board, President

(Code: 9766 the first section of Tokyo Stock Exchange, New York Stock Exchange, London Stock Exchange)

Contact: Yasuyuki Yamaji, General Manager of President Office Corporate Development Group

(TEL. [phone])

Company Name: ABILIT CORPORATION

Name of Representative: Masahiro Hamano, President and CEO

(Code: 6423 the first section of Tokyo Stock Exchange, Osaka Securities Exchange,)

Contact: Takayoshi Mitsumori, General Manager of Administration Division Deputy General Affairs Department

(TEL. [phone])

Execution of Share Exchange Agreement by and between

KONAMI CORPORATION and ABILIT CORPORATION

We hereby announce that KONAMI CORPORATION ("KONAMI") and ABILIT CORPORATION ("ABILIT") resolved, at their respective board of directors meetings held on September 21, 2010, to implement a share exchange (the "Share Exchange") pursuant to a share exchange agreement entered into by KONAMI and ABILIT today (the "Share Exchange Agreement"), under which KONAMI will become the wholly owning parent company of ABILIT and ABILIT will become a wholly owned subsidiary of KONAMI.

The Share Exchange is scheduled to become effective as of January 1, 2011, subject to the approval of the Share Exchange Agreement by a resolution at the extraordinary general shareholders' meeting of ABILIT scheduled to be held on November 29, 2010.

Pursuant to the provision of Paragraph 3 of Article 796 of the Japanese Corporate Law, the Share Exchange is scheduled to be implemented as a short-form share exchange for which the approval at a general meeting of KONAMI shareholders is not required.

Click on, or paste the following link into your web browser, to view the associated PDF document.

http://www.rns-pdf.londonstockexchange.com/rns/0450T_-2010-9-21.pdf

 

END

 

 

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