Merger Announcement

Konami Corporation 11 April 2005 FOR IMMEDIATE RELEASE April 11, 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 Traumer Konami Corporation ('Konami') hereby announces that resolutions of meetings of the respective Boards of Directors of Konami and Konami Traumer, Inc., ('KT'), a consolidated subsidiary of Konami, held on April 11, 2005 decided that KT will merge with and into Konami, effective on June 1, 2005. 1. Objective of Merger Konami will take over KT's business, including designing, manufacturing and selling toys, fancy goods and convenience goods. Integrating KT's business into Konami's Toy & Hobby business will enable us to operate the business more effectively and strategically than before. 2. Outline of Merger A. Schedule of Merger Board approval for the merger agreement: April 11, 2005 Signing of merger agreement: April 11, 2005 Effective date of merger: June 1, 2005 B. Method of Merger Konami will be the surviving entity and KT 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 Commercial Code. C. Merger Ratio Company Konami KT Merger Ratio 1 212 (a.) Ratio of Share allotment 212 Konami shares will be allotted for each 1 share of KT. (b.) Basis of the merger ratio The merger ratio was determined after consultation and negotiation between the companies based on an evaluation and analysis of the stock prices of the companies calculated by the Market Share Price Method, Discounted Cash Flow Method and Multiple Method. (c.) New shares to be allotted with respect to the merger Konami will allot 42,400 shares presently owned as treasury stock, exchanging 212 shares of Konami for each 1 share of KT to shareholders of KT, including beneficial owners, recorded on KT's shareholder register, including the beneficial owner shareholder register, on the date before the merger. However, Konami will not allot any shares of Konami for the 700 shares of KT held by Konami. D. Cash Paid for the merger There will be no payment of cash for the merger. 3. Outline of Merging Companies Registered name Konami KT Main Production, manufacture and sales Designing, Manufacturing, Selling for consumer game software, of toys, fancy goods and Business contents for amusement facility convenience goods and toys Date of March 19, 1973 March 27, 1982 incorporation Location of head 2-4-1 Marunouchi, 2-20-6 Okudo, Katsuhika-ku, Tokyo office Chiyoda-ku, Tokyo Representative Kagemasa Kozuki Atsushi Shibuya Chairman of the Representative Director and Board and CEO President Capital 47,398 million yen 142 million yen Total number of 139,531,708 900 shares issued Stockholders' 108,016 million yen 259 million yen equity (as of March 31, 2004) Total assets 183,031 million yen 659 million yen (as of March 31, 2004) Financial year end March 31 March 31 Number of 904 24 employees (as of March 31, 2004) Major vendors (Vendors) (Vendors) and Sony Computer Grapac. Japan Co., Inc. customers Entertainment Inc. YOSHITOKU Co., Ltd. Nintendo Co., Ltd. THE PILOT INK COMPANY, LIMITED (Customers) (Customers) Konami Marketing Japan, Inc. Toys'R'Us-JAPAN, Ltd. TOKYU HANDS INC. The Loft Co., Ltd. Major shareholders Kozuki 10.50% Konami 77.78% Holdings and shareholding B.V. Japan 8.32% Atsushi 22.22% ratios Trustee Shibuya 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 Mitsui Sumitomo Mitsui Banking Corporation Banking Corporation Relationship between Capital Konami owns 77.78% issued share of KT. Personnel None parties Transaction Konami sells various toys to KT. Konami purchases various toys from KT. Konami consigns production of various toys to KT. 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) KT Fiscal year ended on March 31, 2002 March 31, 2003 March 31, 2004 Net revenues 638 569 1,039 Operating income 5 (47) 28 Ordinary income 3 (48) 27 Net income 0 (57) 19 Net income per share 1,111.06 (95,197.17) 21,419.30 (yen) Dividend per share - - - (yen) Stockholders' equity 120,057.20 24,860.02 287,992.65 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 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 following 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
UK 100

Latest directors dealings