Restructure Proposals
Konami Corporation
07 November 2005
November 7, 2005
FOR IMMEDIATE RELEASE
KONAMI CORPORATION
Kagemasa Kozuki
Chairman of the Board and CEO
Ticker 9766 at TSE1
Konami Sports Life Corporation
Fumiaki Tanaka
Chairman of the Board
Konami Sports Corporation
Toshimitsu Oishi
Representative Director and President
Ticker 4643 at TSE1
Announcement of group restructuring (merger between subsidiaries, share exchange
with surviving subsidiary)
and shift to holding company structure by company separation
KONAMI CORPORATION (hereafter referred as 'Konami'), Konami Sports Life
Corporation (hereafter referred as 'Konami Sports Life') and Konami Sports
Corporation (hereafter referred as 'Konami Sports') hereby announce that their
respective Boards of Directors' decided through resolutions at meetings held on
today, November 7, 2005, to merger Konami Sports Life into Konami Sports and to
effect share exchange between the new Konami Sports, and have executed a basic
agreement among the three companies as parties thereto. Konami Corporation will
also shift to a holding company structure by separating its digital
entertainment business into a newly formed wholly owned subsidiary.
The above transactions are subject to the approval of the respective proposals
in extraordinary shareholders' meetings which will be held on January 26, 2006.
I. Merger of Konami Sports Life into Konami Sports and turning Konami
Sports into a wholly owned subsidiary of Konami by share exchange
1. Objective
It is expected the multiple needs of the Health & Fitness service industry will
expand as the population ages, birth rates decline and people become more
health-conscious. To meet the changes in the current environment, we plan to
merge Konami Sports, which operates sports clubs, and Konami Sports Life, which
provides health and fitness products and services, to create new markets and
provide more kinds of health and fitness services. In addition, we plan to turn
Konami Sports into a wholly owned subsidiary of Konami by share exchange to
allocate management resources properly, speed up management decisions and
maximize shareholder value.
2. Method of merger and share exchange
(1) The merger of Konami Sports Life and Konami Sports (hereafter referred as
'this merger') will be by absorption in which Konami Sports will be the
surviving company and Konami Sports Life will be the dissolved company.
(2) The effectiveness of this merger is conditioned on Konami and Konami
Sports executing share exchange, in which Konami will become the complete parent
company and Konami Sports will become the wholly owned subsidiary.
II. Shifting to holding company structure by company separation
1. Aim of shifting to holding company structure
The Konami group will endeavor to increase enterprise value and shareholder
value and fulfill the social responsibility of the Konami group by achievement
of the main aims provided below under the new holding company structure.
(1) Improving management transparency
Konami group will endeavor to strengthen group governance through taking this
opportunity to shift to a holding company structure, to build on the work on
corporate governance we have done actively until now.
We will pursue management transparency by further strengthening of our group
management structure, separating the decision and supervision functions of the
group, delineating the execution function in each business clearly, speeding up
our management decision making, and executing business evaluation and allocating
management resources from our shareholders' point of view.
(2) Creating a speedy and flexible management structure.
We will make clear the position within our group that each of the Digital
Entertainment Business, Health & Fitness Business and Gaming & System Business
have within our group and try to respond more speedily and flexibly to change in
each business environment, with each of our group companies pursuing its area of
specialty and creativity in each business area. In addition, we will try to
create a structure that can execute business tie-ups, capital acquisitions and
other activities more quickly. (*1)
(3) Creating a complete profit responsibility structure.
We will make our profit responsibility structure clear by assessing the
profitability of each business more completely.
The holding company will have functions of planning the corporate strategy of
the entire group, planning for investment projects through the allocation of
management resources and checking the status of business execution within each
subsidiary. Business subsidiaries will make timely and speedy decisions in each
company's business area. Thus, we will aim to maximize our business values at
the Konami group level.
(*1) Gaming segment changed its name to Gaming & System segment on October 1,
2005.
2. Method of shifting to holding company structure
The shift to the new holding company structure will be by company separation,
with Konami separating and becoming a holding company, and a newly established
wholly owned subsidiary, Konami Digital Entertainment Co., Ltd. (hereafter
referred as 'Konami Digital Entertainment') succeeding, the Digital
Entertainment business.
3. New structure after shifting to holding company structure
(Structure now)
(Structure after shifting to holding company)
4. Corporate profiles after shifting to holding company structure.
(1) KONAMI CORPORATION
i Main Business
Planning and execution of management strategies to improve the profitability of
the entire group , as well as the management of business execution within each
subsidiaries.
ii Head office location
2-4-1, Marunouchi, Chiyoda-ku, Tokyo, Japan
iii Representative
Chairman of the Board Kagemasa Kozuki (Formerly Konami's Chairman of the
Board)
iv Capital 47,399 million yen
v Total Assets Undecided
(2) Konami Digital Entertainment Co., Ltd.
i Main Business
Planning, production, manufacturing and distribution of online games, computer &
video games, amusement machines, toys, card games, contents for mobile phone,
music, image software, books, and magazines.
ii Head office location
6-10-1, Roppongi, Minato-ku, Tokyo, Japan
iii Representative
Representative Director and President Fumiaki Tanaka (Former Konami's
Executive Corporate Officer)
iv Capital Undecided
v Total Assets Undecided
(3) Konami Sports & Life Corporation (Formerly Konami Sports Corporation)
i Main Business
Operation of sports clubs.
Development, manufacturing and sales of health and care support machines and
health and care support goods.
Providing health service and prevention of care.
ii Head office location
4-10-1, Higashi-Shinagawa, Shinagawa-ku, Tokyo, Japan
iii Representative
Representative Director and President Toshimitsu Oishi (Former Konami Sports'
Representative Director and President)
iv Capital 5,040 million yen
v Total assets Undecided
* Former Konami Sports Life Corporation is expected to be dissolved after the
merger.
III. Schedule
The holding company structure will take effect on March 31, 2006, following the
resolutions at the Boards of Directors' meeting approving the basic agreement
today on November 7, 2005, resolution at the Boards of Directors' meeting
approving the final contract and preparation of separation planning documents on
January 5, 2006, and approval resolution of extraordinary shareholders' meetings
of each company on January 26, 2006 approving the transaction..
IV. Procedure summary
1. Summary of company separation
Schedule of separation (planned)
January 5, 2006 Boards of Directors' meeting for preparation of separation
planning documents
January 26, 2006 Extraordinary shareholders' meetings for approval of
separation planning documents
March 31, 2006 Date of separation
Method of separation
The method to be used will be a company separation, with Konami as the
separating company and a newly established Konami Digital Entertainment as the
succeeding company.
2. Outline of the merger
(1) Schedule of merger (planned)
January 5, 2006 Board of Director's meeting to approve the resolution of the
basic agreement
January 26, 2006 Extraordinary shareholders' meeting for approval of merger
contracts
February 28, 2006 Date of merger
(2) Method of Merger
Konami Sports will be the surviving company and Konami Sports Life will
subsequently be dissolved.
(3) Merger ratio
Registered name Konami Sports Corporation Konami Sports Life Corporation
(Surviving company) (Dissolving company)
Merger ratio 1 3.99
<1>Share allotment ratio
3.99 shares of Konami Sports will be allotted to 1 share of Konami Sports Life.
<2>Basis for the determination of merger ratio
The calculation of the merger ratio was conducted by Nikko Cordial Securities
Inc., ('Nikko') independently and reasonably based on each subject company's
request.
Nikko calculated the range of the merger ratio using adjusted a net asset method
for Konami Sports Life and the market share price method and the DCF method
(Discounted Cash Flow method) for Konami Sports.
The merger ratio was agreed after consideration and negotiation between the
subject companies based on the above evaluations.
However, this merger ratio may be changed after discussions between the subject
companies in the event material changes in the basis of calculation occur.
<3>Number of shares to be allotted with respect to the merger
Konami Sports will allot 15,760,500 shares of its common stock held as treasury
stock, which includes 15,457,741 shares that will be succeeded from Konami
Sports Life, to Konami as a shareholder of Konami Sports Life.
<4>Cash paid due to merger
Cash will not to be paid for this merger.
3. Summary of share exchange
(1) Share exchange schedule (planned)
January 5, 2006 Board of Director's meetings to approve execution of the
share exchange agreement
January 26, 2006 Extraordinary Shareholders' meetings for approval of share
exchange agreement
February 23, 2006 Date of delisting of Konami Sports
March 1, 2006 Date of share exchange
(2) Share exchange ratio
Registered name Konami Corporation Konami Sports Corporation
Complete parent company A wholly owned subsidiary
Share exchange ratio 1 0.79
<1>Share allotment ratio
0.79 shares of Konami will be allotted to 1 share of Konami Sports. However,
there will be no share allotment for Konami Sports' shares that will be allotted
to Konami upon the merger between Konami Sports and Konami Sports Life.
<2>Basis of calculation of share exchange ratio
The calculation of share exchange ratio was conducted by Nikko independently and
reasonably based on each subject company's request.
Nikko calculated the range of the share exchange ratio using the market share
price method and the DCF method for Konami Corporation and Konami Sports.
The share exchange ratio was agreed after consideration and negotiation between
the subject companies based on the above evaluations.
However, this share exchange ratio may be changed after discussions between the
subject companies in the event material changes in the basis of calculation
occur.
<3>Number of shares to be allotted with respect to the share exchange
Konami will allot a total of 9,898,911 shares of its common stock, including
4,024,078 shares and 5,874,833 shares held as treasury stocks.
<4>Cash paid due to share exchange
Cash will not to be paid for this share exchange.
<5>Change of registered name
After the share exchange has been executed, Konami Sports will change its
registered name to Konami Sports & Life Corporation, on March 31, 2006.
V. (For your reference) Dividend payment and coupon tickets for
shareholders
1. Year end dividend for shareholders of Konami Sports
Since the shareholders of Konami Sports will become shareholders of Konami by
this share exchange effective March 1, 2006, these shareholders will be eligible
for any year - end dividends paid by Konami.
For a shareholder owing 1,000 shares of Konami Sports, amount of dividend
payment calculated after the exchange is as follows,
Before this transaction:
15 yen/share ---> holding 1,000 shares: 15,000 yen
After share exchange:
Share exchange ratio 0.79 a 1,000 shares x 0.79 = 790 shares
End of year dividend of Konami: 27 yen/share x 790 shares = 21,330 yen (6,330
yen gain)
2. Coupon tickets for the shareholders of Konami Sports
Coupon tickets will be given to the shareholders of Konami Sports as of February
28, 2006 continuously.
3. Coupon tickets for the shareholders of Konami
The coupon tickets will also be given to the shareholders of Konami, who hold
over 100 shares from April 2006 as follows;
4 coupons for the year , or 2 coupons each half a year will be given
Available in all Konami Sports Clubs that we operate
Available for 2 persons per 1 coupon
Available for shareholders as of the end of September 2006
VI. Outline concerning company
(1) Registered KONAMI Konami Sports Konami Sports Life
name
CORPORATION Corporation Corporation
As of September 30, 2005 As of September 30, As of September 30,
2005 2005
(2) Main business Planning, production, and Operating fitness Developing,
distribution of computer & clubs, swimming manufacturing and
video games, amusement schools, gymnastic sales on fitness and
machines, toys, card games, schools and other care support machines
online games, contents for relating business. and fitness and care
mobile phone, music, image support goods.
software, books, and
magazines.
(3) Date of March 19, 1973 March 14, 1973 December 16, 1975
incorporation
(4) Head office 2-4-1, Marunouchi, 4-10-1, 4-10-27,
location Chiyoda-ku, Tokyo Higashi-shinagawa, Higashi-shinagawa,
Shinagawa-ku, Tokyo
Shinagawa-ku, Tokyo
(5) Representative Kagemasa Kozuki, Chairman of Toshimitsu Oishi, Fumiaki Tanaka,
the Board and CEO Representative
Director and President Chairman of the Board
(6) Capital 47,399 million yen 5,040 million yen 15,050 million yen
(7) Total number 139,531,708 shares 28,290,768 shares 3,950,000 shares
of shares
issued
(8) Shareholders' 149,486 million yen 11,368 million yen 30,630 million yen
Equity
(9) Total assets 203,217 million yen 48,719 million yen 32,329 million yen
(10) Financial year March 31 March 31 March 31
end
(11) Number of 1,960 employees 1,507 employees 80 employees
employees
(12) Major venders (Suppliers) (Suppliers) (Suppliers)
and customers
Sony Computer Entertainment Konami Sports Life Konami Corporation
Inc.
(Purchasers) Japan Beverage Inc.
Nintendo Co., Ltd.
Individual member, (Purchasers)
(Purchasers) Corporate member
Konami Sports
Konami Digital Entertainment
Inc.
(13) Major Kozuki Holding 9.69% Konami 54.64% KONAMI 100.00%
shareholder's B.V. Sports Life CORPORATION
and Corporation
shareholding Kozuki 9.69% Japan 2.45%
ratios Foundation For Trustee
Sports and Bank of
Education Japan, Ltd.
The Master Trust 7.46%
Bank of Japan,
Ltd, Konami 1.50%
Spots
Japan Trustee 7.46% Employee
Bank of Japan, Stock
Ltd. Purchase
KONAMI 6.61% Association
CORPORATION
(14) Main banks Sumitomo Mitsui Banking Bank of Sumitomo Mitsui
Corporation Tokyo-Mitsubishi Ltd. Banking Corporation
(15) Relationship among concerning company
Capital Konami owns 100% of the issued shares of Konami Sports Life. Konami Sports Life owns
54.64% of the issued shares of Konami Sports.
Personnel The chairman of the board of Konami Sports also serves as director of Konami.
The chairman of the board of Konami Sports Life also serves as executive corporate
officer of Konami and director of Konami Sports.
The president of Konami Sports also serves as President of Konami Sports Life.
Transactions Konami Sports Life consigns the production of fitness machines to Konami.
Konami Sports purchases fitness machines and health related goods from Konami Sports
Life.
(16) Results for the last three fiscal years
(1) KONAMI CORPORATION
(Unit: million yen)
Non-consolidated Consolidated
Fiscal Year March 31, March 31, March 31, September March 31, March 31, March 31, September
2003 2004 2005 30, 2005 2003 2004 2005 30, 2005
Net sales 130,186 146,654 134,117 51,016 253,657 273,412 260,691 111,870
Operating 11,577 13,303 4,261 5,179 (21,870) 40,713 28,136 7,462
income
Ordinary 13,068 16,910 13,447 9,408 (22,096) 40,107 27,442 14,335
income
Net income (11,284) 10,381 12,794 11,197 (28,519) 20,104 10,486 6,964
Net income (92.82) 83.71 105.33 85.93 (234.58) 166.86 87.41 53.45
per share
Annual dividend 54.00 54.00 54.00 27.00 - - - -
per share (interim)
Shareholders' 872.38 894.08 931.24 1,147.20 750.35 847.66 885.97 1,027.32
equity per share
(2) Konami Sports Corporation
(Unit: million yen)
Non-consolidated Consolidated
Fiscal Year March 31, March 31, March 31, September March 31, March 31, March 31, September
2003 2004 2005 30, 2005 2003 2004 2005 30, 2005
Net sales 66,682 76,486 77,380 39,946 75,149 77,511 78,026 40,115
Operating 2,944 5,023 4,412 963 3,220 5,063 4,451 960
Income
Ordinary 2,791 4,738 3,965 833 3,002 4,771 4,003 827
income
Net income 950 1,157 1,204 301 933 1,155 1,216 291
Net income 34.67 43.81 48.08 12.50 34.05 43.71 48.59 12.07
per share
Annual dividend 45.60 30.00 30.00 15.00 - - - -
per share (interim)
Shareholders' 572.44 545.43 473.20 471.12 578.43 551.92 480.59 478.08
equity per share
(3) Konami Sports Life Corporation
(Unit: million yen)
Non-consolidated
Fiscal Year March 31, March 31, March 31, September 30,
2003 2004 2005 2005
Net sales 14,135 7,222 5,043 2,158
Operating 585 (157) (705) (42)
income
Ordinary 475 425 (242) 190
income
Net income 239 223 (253) 152
Net income 101.24 56.60 (64.09) 38.45
per share
Annual dividend per - - - -
share
Shareholders' 7723.64 7,780.25 7,716.16 7,754.60
equity per share
Note: There is no consolidated financial statement for Konami Sports Life
Corporation
VII. Future forecast after shifting to holding company structure
Forecasts for non-consolidated and consolidated operating results after company
separation, merger and share exchange will be released as soon as they are
determined.
Contact us
KONAMI CORPORATION Konami Sports Corporation
Chiaki Nakajima Yuri Matsumoto
General Manager of Public Relations General Manager of Public Relations
Department Department
03-4332-0573 03-6688-0573
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The company news service from the London Stock Exchange