Tender Offer
Konami Corporation
29 January 2001
Sirs/Madams
January, 29, 2001
KONAMI CORPORATION
4-3-1 Toranomon Minato-ku
Tokyo 105-6021 Japan
Kagemasa Kozuki,
Representative Director, Chairman of
the Board and CEO
Ticker 9766 at TSE1
Inquiry: KONAMI Finance Div
TEL 03-3578-0573
Announcement of Tender Offer
KONAMI CORPORATION ('KONAMI') would like to announce that it decided at the
board meeting on January 29, 2001, to acquire up to approximately 60% shares
of PEOPLE CO.,LTD ('PEOPLE') by tender offer ('TOB').
1. Purpose of TOB
KONAMI plans to strengthen and expand its Healthcare Entertainment Business by
acquiring up to approximately 60% shares of PEOPLE by TOB.
MYCAL CORPORATION ('MYCAL') and MYCAL FINANCE CORPORATION ('MYCAL FINANCE')
agreed that MYCAL FINANCE apply for the TOB, and sell their 10,044,100 shares
of PEOPLE to KONAMI.
2. Outline of TOB
(1)Profile of the Target Company
a. Trade Name: PEOPLE CO.,LTD
b. Representative: Satoru Ishihara, Representative Director and CEO
c. Address: 3-4-12 Ginza Chuou-ku Tokyo
d. Establishment: March 14, 1973
e. Main Businesses: Operations of fitness clubs, swimming schools, etc.
f. Fiscal Year End: End of February
g. Number of the Employees: 880
h. Common Stock: 5,040,950,000 Yen
i. Outstanding Shares: 18,860,512
j. Major Shareholders: MYCAL FINANCE CORPORATION (53.25%), K & K (5%)
k. Recent Consolidated Financial Performances
Fiscal Year ending on Last Day Fiscal Year ending on Last Day
of February 1999 of February 2000
Revenue 47,683 million yen 52,872 million yen
Operation 3,742 million yen 5,154 million yen
Profit
Ordinary 3,474 million yen 5,041 million yen
Earnings
Net Income 1,718 million yen 2,340 million yen
Asset 30,551 million yen 33,036 million yen
Shareholders 15,915 million yen 18,239 million yen
Equity
Dividend per 20.00 yen 25.00 Yen
Share
l. Relationship with KONAMI
Financial NO
Personal NO
Trade Alliance in Healthcare Entertainment Business
(2)Target stock for the TOB
Common Stock (Par value: 50 yen)
(3)Term of the TOB
21 days from Tuesday, January 30th, 2001, to Monday, February 19th, 2001
(4)Offering price
6,700 yen per share
(5)Basis of valuation
Regarding the offering price, based on PriceWaterhouseCoopers and
Sakura Bank's valuations, KONAMI took the target's financial and asset
conditions and the target number of the shares into account for the
evaluation.
(6)The maximum number of shares to be purchased 11,316,400
The minimum number of shares to be purchased 10,044,100
The maximum number of shares to be purchased
in addition to said minimum number 1,272,300
(7)Change of the number of shares owned by the acquirer
Before the TOB 0 (Share 0.00%)
After the TOB 11,316,400 (share 60.00%)
(Note) The number of shares owned by the acquirer after the TOB represents
the case where the acquirer buys 11,316,400 shares, the maximum number of
shares to be purchased.
(8) Commencement date of notification of the TOB Tuesday, January 30, 2001
(9) Commencement date of the settlement Friday, February 23, 2001
(10)Offer Agent Nikko Salomon Smith Barney, Ltd.
Sub Offer Agent The Nikko Securities Co., Ltd.
(11)Total funds required for the TOB 75,861,880,000 yen
3. Consent to TOB of Target Company
The target company has consented to the TOB.
4. Perspective after the TOB
After the TOB, KONAMI CORPORATION will participate in the management of the
target company by sending its directors and employees to the target company.
This article is prepared as a press release to announce this TOB, not as a
prospectus to solicit acceptance of the TOB. Please read through the
prospectus prepared by us before deciding whether or not you will accept the
TOB.
This article includes the perspective based on our management strategy. There
is, however, the possibility that the results will deviate from such
perspective due to various factors.
No. 01-008
January 29, 2001
NEWS RELEASE KONAMI CORPORATION
Announcement of the tender offer for up to approximately 60% share of PEOPLE
CO.,LTD
'Fun and Active! Fun and Healthy! ' - Strengthen Healthcare Entertainment
Business
KONAMI CORPORATION ('KONAMI', CEO: Kagemasa Kozuki) is
pleased to announce that, on January 29, 2001, its board of directors decided
to make a cash tender offer ('TOB') for up to approximately 60% of the shares
of PEOPLE CO.,LTD ('PEOPLE', TSE1 ticker 4643) at the price of 6700 yen per
share, and to start the TOB January 30, 2001.
The purpose of the PEOPLE 's participation in KONAMI Group by the TOB
- Seeking synergies by optimizing strengths of both parties
(1) 'Fun and Active ! Fun and Healthy !'
Based on its know-how in entertainment contents production, KONAMI started the
Healthcare Entertainment Business, adding a new theme, 'Fun and Active ! Fun
and Healthy !' in 2000. The acquisition of PEOPLE will make us possible to
harmonize PEOPLE's expertise and know-how in healthcare and our own creative
entertainment techniques to create and develop healthcare related products
with the new concept, 'healthcare with joy'.
(2) 'More fun at fitness clubs'
KONAMI, by cooperating with PEOPLE, which is famous for XAX, Japan's top brand
fitness club, will create and develop healthcare entertainment products and
services that make fitness clubs 'more easily accessible, more enjoyable
places'. By doing so, we will make a difference by which all generations from
children to seniors can have fun and excitement, enabling us to create a new
entertainment market by expanding the fitness club members.
(3) 'Exciting exercise menus at home!'
KONAMI and PEOPLE, in line with direction of Healthcare Entertainment
Business, will create and develop a new consumer-use game concept, 'Fitness
Game' based on PEOPLE's know-how in fitness exercises. Our customers can
select their favorites among a broad menus of fitness exercises games and
improve their health with joy even at home.
(4) 'Aim for a stronger brand'
PEOPLE's XAX brand is well known among the young generation and has one of the
best brand images in Japan. With adding XAX's healthy and urbane brand image,
KONAMI can make its current entertainment brand image stronger and wider.
(5) 'Wider range of users!'
Our mission is to provide joy and excitement to all the people in the world
through our entertainment contents. Our customers have, however, been mainly
the younger generation, especially males. In the near future we will provide a
wider range of users, including females and seniors with joy via healthcare
entertainment related products and services developed by KONAMI Group.
(6) 'The first step towards overseas healthcare markets!'
'Health' is common desire for people all over the world. To maximize the
synergy effects of PEOPLE's participation in KONAMI group, KONAMI will develop
its healthcare entertainment business targeting overseas markets in the
combined key fields of 'fitness, sports, and entertainment'.
The boards of directors at PEOPLE and MYCAL FINANCE CORPORATION ('MYCAL
FINANCE'), the majority shareholder of PEOPLE, have consented to this TOB.
KONAMI and MYCAL FINANCE have agreed today that MYCAL FINANCE will subscribe
for the TOB to sell its 53.25% shares of PEOPLE to KONAMI. The cost of
purchasing 60% of the shares of PEOPLE through TOB is approximately
75.8 billion yen. KONAMI named Sakura Bank as its advisor on the deal.
Regarding the offering price, based on PriceWaterhouseCoopers, and Sakura
Bank's valuation, KONAMI took PEOPLE's financial and assets conditions into
account for the valuation.
Nikko Salomon Smith Barney, Ltd., has been appointed to be the TOB agent.
(Inquiry)
KONAMI CORPORATION Public Relation Department
4-3-1 Toranomon Minato-ku Tokyo
Tel: 813-3432-5610 Fax: 813-3432-5682 http://www.konami.com/
This article is prepared as a press release to announce this TOB, not as a
prospectus to solicit acceptance of the TOB. Please read through the
prospectus prepared by us before deciding whether or not you will accept the
TOB.
This article includes the perspective based on our management strategy. There
is, however, the possibility that the results will deviate from such
perspective due to various factors.