Prior Notice of Merger
Konami Corporation
22 February 2005
FOR IMMEDIATE RELEASE February 22, 2005
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
Konami -- KME Merger Announcement
Konami Corporation ('Konami') announced today that, pursuant to resolutions adopted at meetings of the
respective Boards of Directors of Konami and Konami Media Entertainment, Inc., ('KME'), a wholly-owned
subsidiary of Konami, held on February 22, 2005, KME will merge with and into Konami, effective April 1,
2005.
1. Objective of Merger
Konami will take over KME's existing businesses, such as its music business, which includes the sale of soundtracks
from home video game software, and publication of game tip books (containing clues and strategies for popular games).
In connection with the merger of Konami and its game software development subsidiaries, Konami Computer Entertainment
Studios, Inc., Konami Computer Entertainment Tokyo, Inc. and Konami Computer Entertainment Japan, Inc., which will also
be effective on April 1, 2005, Konami will directly conduct all aspects of its business, from planning and developing
products to production and sales of soundtrack CDs and game tip books, which will enable us to be faster and more
flexible in making business decisions.
2. Outline of Merger
A. Schedule of Merger
Board approval for the basic merger agreement: February 22, 2005
Signing of merger agreement: February 22, 2005
Effective date of merger: April 1, 2005
B. Method of Merger
KME will merge with and into Konami, which will be the surviving entity. In accordance with
Article 413-3-1 of the Commercial Code, the merger will occur without the approval of Konamifs
shareholders at a shareholder meeting.
C. Merger Ratio
Company Konami KME
Merger Ratio 1 1
Due to the fact that Konami owns 100% of the shares of KME, there will not be an issuance of new shares
or any 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 KME
Main Production, manufacture and sales Planning, production and sales of
for consumer game software, music and video package products
business contents for amusement facility
and toys Planning, publications and
distribution of books and
magazines
Date of March 19, 1973 May 20, 1997
incorporation
Location of head 2-4-1 Marunouchi, 1-12-1 Dogenzaka, Shibuya-ku,
Tokyo
office Chiyoda-ku, Tokyo
Representative Kagemasa Kozuki Akihiko Nagata
Chairman of the Representative Director and
President
Board and CEO
Capital 47,398 million yen 180 million yen
Total number of 128,737,566 1,800
shares issued
Stockholders' 108,016 million yen 683 million yen
equity
(as of March 31, 2004)
Total assets 183,031 million yen 849 million yen
(as of March 31, 2004)
Financial year end March 31 March 31
Number of 904 30
employees
(as of March 31, 2004)
Major vendors (Vendors) (Vendors)
and Sony Computer Entertainment Inc. Daiichi Paper Inc.
customers Nintendo Co., Ltd. Dai Nippon Printing Co., Ltd.
(Customers) (Customers)
Konami Marketing Japan, Inc. Nippon Shuppan Hanbai Inc.
Kingrecords Co., Ltd.
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 Corporation Banking Corporation
Relationship between Capital Konami owns 100% issued share of KME.
Personnel None
parties Transaction KME produces and distributes music CDs and game tip
books for game software having license agreement of
intellectual properties from Konami.
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)
KME
Fiscal year ended on March 31, 2002 March 31, 2003 March 31, 2004
Net revenues 880 984 1,043
Operating income 78 151 (85)
Ordinary income 85 159 (81)
Net income 36 86 (67)
Net income per share 30,611.73 72,393.61 (37,443.49)
(yen)
Dividend per share 2,500 35,800 0
(yen)
Stockholders' equity 391,448.50 461,342.11 379,584.58
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 operations
As a result of the merger, our consolidated operating results are expected to improve as a result
of improved business efficiency. However, our forecast for our consolidated operating results
after the merger has not been 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