Merger Update
Konami Corporation
28 July 2005
FOR IMMEDIATE RELEASE
July 28, 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 Marketing Japan, and Establishment of a new Subsidiary for Distribution and Services
Konami Corporation ('Konami') hereby announces today that, pursuant to resolutions of meetings of the
respective Boards of Directors of Konami and Konami Marketing Japan, Inc., ('KMJ'), a wholly owned
consolidated subsidiary of Konami, held on July 28, 2005, KMJ will merge with and into Konami, effective on
October 1, 2005.
Prior to the merger with Konami, KMJ will divide its distribution and customer-service departments and
establish a new consolidated subsidiary.
1. Objective of Merger
KMJ has operated the sales and distribution functions for Konami's video game
soft-ware, toys, card games, and amusement facilities businesses including sales
promotions, distribution and customer services. KMJ will divide its distribution and
customer-service departments and establish 'Konami Logistics and Service, Inc.'
effective October 1, 2005. On the same date, the sales and promotion department will
merge into Konami as the 'Marketing Department'. Konami will take over and cover
KMJ's sales and promotion operations, in addition to the planning and production
functions for Konamifs digital entertainment business. We believe that integrating
KMJ's businesses into Konami will enable us to operate the business more effectively
and strategically.
2. Outline of Merger
(1) Schedule of Merger
Board approval for the merger agreement: July 28, 2005
Signing of merger agreement: July 28, 2005
Effective date of merger: October 1, 2005
(2) Method of Merger
Konami will be the surviving entity and KMJ 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 Japanese Commercial Code. In addition, KMJ will divide its distribution and
customer-service departments, and establish a new consolidated subsidiary without the approval of
a meeting of KMJ's shareholders in accordance with Article 374-6-1 of the Japanese Commercial
Code.
(3) Merger Ratio
Company Konami KMJ
Merger Ratio 1 1
Konami owns 100% of the shares of KMJ. Therefore, Konami will not issue new
stock on increase its capital in connection with the merger.
(4) Cash Paid for the Merger
Cash will not be paid for the merger.
3. Outline of Merging Companies
Registered name Konami KMJ
Main Business Production, manufacture and sales Sales and promotion activities of
for consumer game software, game software, character goods and
contents for amusement facility amusement machines for whole sale
and toys
Date of March 19, 1973 October 1, 2000
incorporation
Location of head 2-4-1 Marunouchi, 6-10-1 Roppongi, Minato-ku, Tokyo
office Chiyoda-ku, Tokyo
Representative Kagemasa Kozuki Hiroshi Akiyama
Chairman of the Board and CEO Representative Director and
President
Capital 47,398 million yen 1,162 million yen
Total number of 128,737,566 23,173
shares issued
Stockholders' 111,423 million yen 4,934 million yen
equity
(as of March 31, 2005)
Total assets 187,798 million yen 13,857 million yen
(as of March 31, 2005)
Financial year end March 31 March 31
Number of 876 304
employees
(as of March 31, 2005)
Major vendors (Vendors) (Vendors)
and Sony Computer Entertainment Inc. Konami
customers Nintendo Co., Ltd.
(Customers) (Customers)
Konami Marketing Japan, Inc. GEO Corporation
Yodobashi Camera Co. LTD,
Major shareholders Kozuki Holdings B.V. 10.50% Konami 100%
Kozuki Foundation for 10.40%
and shareholding Sports and Education
Konami 7.18%
ratios The Master Trust Bank 7.10%
(as of March 31, 2005) of Japan, Ltd.
Japan Trustee Services 6.38%
Bank, Ltd.
Kozuki Capital 5.43%
Corporation
Main Bank Sumitomo Mitsui Sumitomo Mitsui
Banking Corporation Banking Corporation
Relationship between Capital Konami owns 100% issued share of KMJ.
Personnel None
parties Transaction KMJ's sales and promotion of goods of digital
entertainment business to be purchased from Konami.
Financial results for the three years ended March 31,2003, 2004 and 2005.
(Millions of yen, except per share data)
Konami
Fiscal year ended March 31, 2003 March 31, 2004 March 31, 2005
Net revenues 130,186 146,654 134,117
Operating income 11,577 13,303 4,261
Ordinary income 13,068 16,910 13,447
Net income (loss) (11,284) 10,381 12,794
Net income (loss) (92.82) 83.71 105.33
per share (yen)
Dividend per 54.00 54.00 54.00
share (yen)
Stockholders' 872.38 894.08 931.24
equity per share
(yen)
(Millions of yen, except per share data)
KMJ
Fiscal year ended March 31, 2003 March 31, 2004 March 31, 2005
Net revenues 84,035 84,653 82,636
Operating income 2,266 2,432 2,871
Ordinary income 2,324 2,503 2,977
Net income 2,129 2,385 3,024
Net income per share 91,133 62,994 90,453
(yen)
Dividend per share 41,300 31,200 142,700
(yen)
Stockholders' equity 127,509 153,054 598,016
per share (yen)
4. Condition of Serving Entity
Registered Name Konami Corporation
Main business Planning, production, sales, promotion, and distribution of video game software,
contents for amusement facilities, card games and toys, online games, contents for
mobile phones, music and video.
Location of head 2-4-1 Marunouchi, Chiyoda-ku, Tokyo
office
Representative Kagemasa Kozuki
Capital 47,398 million yen
Total assets Not fixed
Financial year end March 31
Effects on results of operation
As a result of the merger, our consolidated operating results are expected to improve through
more efficient business operations. However, we are not able to forecast the effect the merger
will have on our consolidated operating results
5. Outline of new consolidated subsidiary
(1) Registered name Konami Logistics & Service, Inc
(2) Main business Repair, customer-service, set-up and delivery of amusement related
equipment and health related equipment.
(3) Date of incorporation October 1, 2005
(4) Location of head office 5-1-1 Higashihara, Zama city, Kanagawa
(5) Representative Tetsuya Yamamoto
(6) Capital 100 million yen
(7) Financial year end March 31
(8) Number of employees 112 (uncertain)
(9) Major shareholders Konami 100%
and shareholding
ratios
(10) Relationship with Konami Subsidiary
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