Prior Notice of Merger
Konami Corporation
16 December 2004
FOR IMMEDIATE RELEASE
December 16, 2004
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: +81-3-5220-0573
Simplified Merger
Konami Corporation ('Konami') hereby announces that resolutions of meetings of
the respective Boards of Directors of Konami and Konami Online, Inc., ('KOL'), a
wholly-owned subsidiary of Konami, held on December 16, 2004 decided that KOL
will merge with and into Konami effective on April 1, 2005.
1. Objective of Merger
Konami will take over KOL's business, including the distribution of various
contents for mobile phones, building a system for online games and management
and operation of computer servers for online networks. Konami will take up all
of KOL business functions from planning and developing the contents for mobile
phones and online games and building systems to operation of computer servers,
which will enable us to be faster and more flexible in making business
decisions. In connection with the merger of Konami and KOL, Konami will also
merge with its game software development subsidiaries, Konami Computer
Entertainment Studios, Inc., Konami Computer Entertainment Tokyo, Inc. and
Konami Computer Entertainment Japan, Inc. effective on April 1, 2005. We will
shift our managerial resources into the online game business, which is expected
to grow, by merging with these game software development subsidiaries, thereby
enhancing the effectiveness of the merger with KOL.
2. Outline of Merger
A. Schedule of Merger
Board approval for the basic merger agreement: December 16, 2004
Signing of merger agreement: December 16, 2004
Effective date of merger: April 1, 2005
B. Method of Merger
Konami will be the surviving entity and absorb KOL, which will
subsequently be dissolved. This merger takes place without the approval of
a shareholdersf meeting of Konami in accordance with Article 413-3-1 of the
Commercial Code.
C. Merger Ratio
Company Konami KOL
Merger Ratio 1 1
Due to the fact that Konami owns 100% of the shares of KOL, there will be no issuance of new shares or
capital increase.
D. Cash Paid for Exchange of Shares
There will be no payment of cash for exchange of shares.
3. Outline of Merging Companies
Registered name Konami KOL
Main Production, manufacture and sales Distribution of various contents
for consumer game software, for mobile phone, building system
business contents for amusement facility for online game and management and
and toys operation of computer server for
online networks
Date of March 19, 1973 October 1, 2001
incorporation
Location of head 2-4-1 Marunouchi, 6-10-1 Roppongi, Minato-ku, Tokyo
office Chiyoda-ku, Tokyo
Representative Kagemasa Kozuki Fumiaki Tanaka
Chairman of the Representative Director and
President
Board and CEO
Capital 47,398 million yen 300 million yen
Total number of 128,737,566 300
shares issued
Stockholdersf 108,016 million yen 1,434 million yen
equity
(as of March 31, 2004)
Total assets 183,031 million yen 2,505 million yen
(as of March 31, 2004)
Financial year end March 31 March 31
Number of 904 72
employees
(as of March 31, 2004)
Major vendors (Vendors) (Vendors)
and Sony Computer Konami
customers Entertainment Inc. Konami Computer Entertainment
Studios, Inc.
Nintendo Co.,
Ltd.
(Customers)
NTT Docomo, Inc.
(Customers)
KDDI Corporation
Konami Marketing Japan, Inc.
Vodafone K.K.
Major shareholders Kozuki 10.50% Konami 100%
Holdings
and shareholding B.V.
Japan 8.32%
ratios Trustee
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 Sumitomo Mitsui
Mitsui Banking Banking Corporation
Corporation
Relationship between Capital Konami owns 100% issued share of KOL.
Personnel None
parties Transaction KOL distributes various contents which Konami
creates for mobile phone and PC. KOL also purchases
game software from Konami and sell them to
consumers via Internet.
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)
KOL
Fiscal year ended on March 31, 2002 March 31, 2003 March 31, 2004
Net revenues 1,291 3,262 3,450
Operating income 208 1,188 909
Ordinary income 185 1,328 920
Net income 102 684 373
Net income per share 340,147 2,278,652 1,241,892
(yen)
Dividend per share 50,000 50,000 620,000
(yen)
Stockholders' equity 1,358,836 3,587,488 4,779,380
per share (yen)
3. 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 after 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