Merger Announcement
Konami Corporation
11 April 2005
FOR IMMEDIATE RELEASE
April 11, 2005
KONAMI CORPORATION
2-4-1 Marunouchi, Chiyoda-ku, Tokyo, Japan
Kagemasa Kozuki
Representative Director and CEO
Stock code number: 9766 at TSE1
Contact: Noriaki Yamaguchi
Executive Vice President and Chief Financial Officer
Tel: +81-3-5220-0573
Announcement: Merger of Konami and Konami Traumer
Konami Corporation ('Konami') hereby announces that resolutions of meetings of the respective Boards of
Directors of Konami and Konami Traumer, Inc., ('KT'), a consolidated subsidiary of Konami, held on April 11,
2005 decided that KT will merge with and into Konami, effective on June 1, 2005.
1. Objective of Merger
Konami will take over KT's business, including designing, manufacturing and selling toys, fancy goods and convenience
goods. Integrating KT's business into Konami's Toy & Hobby business will enable us to operate the business more
effectively and strategically than before.
2. Outline of Merger
A. Schedule of Merger
Board approval for the merger agreement: April 11, 2005
Signing of merger agreement: April 11, 2005
Effective date of merger: June 1, 2005
B. Method of Merger
Konami will be the surviving entity and KT will subsequently be dissolved. This merger will take
place without the approval of a meeting of Konami's shareholders in accordance with Article
413-3-1 of the Commercial Code.
C. Merger Ratio
Company Konami KT
Merger Ratio 1 212
(a.) Ratio of Share allotment
212 Konami shares will be allotted for each 1 share of KT.
(b.) Basis of the merger ratio
The merger ratio was determined after consultation and negotiation between the companies based on an
evaluation and analysis of the stock prices of the companies calculated by the Market Share Price Method,
Discounted Cash Flow Method and Multiple Method.
(c.) New shares to be allotted with respect to the merger
Konami will allot 42,400 shares presently owned as treasury stock, exchanging 212 shares of Konami for each
1 share of KT to shareholders of KT, including beneficial owners, recorded on KT's shareholder register,
including the beneficial owner shareholder register, on the date before the merger. However, Konami will not
allot any shares of Konami for the 700 shares of KT held by Konami.
D. Cash Paid for the merger
There will be no payment of cash for the merger.
3. Outline of Merging Companies
Registered name Konami KT
Main Production, manufacture and sales Designing, Manufacturing, Selling
for consumer game software, of toys, fancy goods and
Business contents for amusement facility convenience goods
and toys
Date of March 19, 1973 March 27, 1982
incorporation
Location of head 2-4-1 Marunouchi, 2-20-6 Okudo, Katsuhika-ku, Tokyo
office Chiyoda-ku, Tokyo
Representative Kagemasa Kozuki Atsushi Shibuya
Chairman of the Representative Director and
Board and CEO President
Capital 47,398 million yen 142 million yen
Total number of 139,531,708 900
shares issued
Stockholders' 108,016 million yen 259 million yen
equity
(as of March 31, 2004)
Total assets 183,031 million yen 659 million yen
(as of March 31, 2004)
Financial year end March 31 March 31
Number of 904 24
employees
(as of March 31, 2004)
Major vendors (Vendors) (Vendors)
and Sony Computer Grapac. Japan Co., Inc.
customers Entertainment Inc. YOSHITOKU Co., Ltd.
Nintendo Co., Ltd. THE PILOT INK COMPANY, LIMITED
(Customers) (Customers)
Konami Marketing Japan, Inc. Toys'R'Us-JAPAN, Ltd.
TOKYU HANDS INC.
The Loft Co., Ltd.
Major shareholders Kozuki 10.50% Konami 77.78%
Holdings
and shareholding B.V.
Japan 8.32% Atsushi 22.22%
ratios Trustee Shibuya
Services
(as of March 31, 2004) Bank, Ltd.
The Master 6.89%
Trust Bank
of Japan,
Ltd.
Konami 6.41%
Kozuki 5.43%
Capital
Corporation
Main banks Sumitomo Mitsui Sumitomo Mitsui
Banking Corporation Banking Corporation
Relationship between Capital Konami owns 77.78% issued share of KT.
Personnel None
parties Transaction Konami sells various toys to KT.
Konami purchases various toys from KT.
Konami consigns production of various toys to KT.
Financial results for the three most recent years
(Millions of yen, except per share data)
Konami
Fiscal year ended on March 31, 2002 March 31, 2003 March 31, 2004
Net revenues 123,283 130,186 146,654
Operating income 11,083 11,577 13,303
Ordinary income 11,792 13,068 16,910
Net income (loss) 8,675 (11,284) 10,381
Net income (loss) per 67.96 (92.82) 83.71
share (yen)
Dividend per share 54.00 54.00 54.00
(yen)
Stockholders' equity 1,029.80 872.38 894.08
per share (yen)
(Millions of yen, except per share data)
KT
Fiscal year ended on March 31, 2002 March 31, 2003 March 31, 2004
Net revenues 638 569 1,039
Operating income 5 (47) 28
Ordinary income 3 (48) 27
Net income 0 (57) 19
Net income per share 1,111.06 (95,197.17) 21,419.30
(yen)
Dividend per share - - -
(yen)
Stockholders' equity 120,057.20 24,860.02 287,992.65
per share (yen)
4. After the Merger
Registered trade Konami Corporation
Name
Main business Production, manufacture and sales of consumer game software, contents for
amusement facilities and toys
Location of head 2-4-1 Marunouchi, Chiyoda-ku, Tokyo
office
Representative Kagemasa Kozuki
Capital 47,398 million yen
Total assets Undecided
Financial year end March 31
Effects on results of operation
As a result of the merger, our consolidated operating results are expected to improve as a result
of improved business efficiency. However, the forecast for our consolidated operating results
following the merger is not currently determined.
This press release contains forward-looking statements about our industry, our business, our plans and objectives, our
financial condition and our results of operations that are based on our current expectations, assumptions, estimates
and projections. These forward-looking statements are subject to various risks and uncertainties. Known and unknown
risks, uncertainties and other factors could cause our actual results to differ materially from and be worse than those
contained in or suggested by any forward-looking statement. We cannot promise that our expectations, projections,
anticipated estimates or other information expressed in or underlying these forward-looking statements will turn out to
be correct. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange