Merger Update

Konami Corporation 28 July 2005 FOR IMMEDIATE RELEASE July 28, 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 Marketing Japan, and Establishment of a new Subsidiary for Distribution and Services Konami Corporation ('Konami') hereby announces today that, pursuant to resolutions of meetings of the respective Boards of Directors of Konami and Konami Marketing Japan, Inc., ('KMJ'), a wholly owned consolidated subsidiary of Konami, held on July 28, 2005, KMJ will merge with and into Konami, effective on October 1, 2005. Prior to the merger with Konami, KMJ will divide its distribution and customer-service departments and establish a new consolidated subsidiary. 1. Objective of Merger KMJ has operated the sales and distribution functions for Konami's video game soft-ware, toys, card games, and amusement facilities businesses including sales promotions, distribution and customer services. KMJ will divide its distribution and customer-service departments and establish 'Konami Logistics and Service, Inc.' effective October 1, 2005. On the same date, the sales and promotion department will merge into Konami as the 'Marketing Department'. Konami will take over and cover KMJ's sales and promotion operations, in addition to the planning and production functions for Konamifs digital entertainment business. We believe that integrating KMJ's businesses into Konami will enable us to operate the business more effectively and strategically. 2. Outline of Merger (1) Schedule of Merger Board approval for the merger agreement: July 28, 2005 Signing of merger agreement: July 28, 2005 Effective date of merger: October 1, 2005 (2) Method of Merger Konami will be the surviving entity and KMJ 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 Japanese Commercial Code. In addition, KMJ will divide its distribution and customer-service departments, and establish a new consolidated subsidiary without the approval of a meeting of KMJ's shareholders in accordance with Article 374-6-1 of the Japanese Commercial Code. (3) Merger Ratio Company Konami KMJ Merger Ratio 1 1 Konami owns 100% of the shares of KMJ. Therefore, Konami will not issue new stock on increase its capital in connection with the merger. (4) Cash Paid for the Merger Cash will not be paid for the merger. 3. Outline of Merging Companies Registered name Konami KMJ Main Business Production, manufacture and sales Sales and promotion activities of for consumer game software, game software, character goods and contents for amusement facility amusement machines for whole sale and toys Date of March 19, 1973 October 1, 2000 incorporation Location of head 2-4-1 Marunouchi, 6-10-1 Roppongi, Minato-ku, Tokyo office Chiyoda-ku, Tokyo Representative Kagemasa Kozuki Hiroshi Akiyama Chairman of the Board and CEO Representative Director and President Capital 47,398 million yen 1,162 million yen Total number of 128,737,566 23,173 shares issued Stockholders' 111,423 million yen 4,934 million yen equity (as of March 31, 2005) Total assets 187,798 million yen 13,857 million yen (as of March 31, 2005) Financial year end March 31 March 31 Number of 876 304 employees (as of March 31, 2005) Major vendors (Vendors) (Vendors) and Sony Computer Entertainment Inc. Konami customers Nintendo Co., Ltd. (Customers) (Customers) Konami Marketing Japan, Inc. GEO Corporation Yodobashi Camera Co. LTD, Major shareholders Kozuki Holdings B.V. 10.50% Konami 100% Kozuki Foundation for 10.40% and shareholding Sports and Education Konami 7.18% ratios The Master Trust Bank 7.10% (as of March 31, 2005) of Japan, Ltd. Japan Trustee Services 6.38% Bank, Ltd. Kozuki Capital 5.43% Corporation Main Bank Sumitomo Mitsui Sumitomo Mitsui Banking Corporation Banking Corporation Relationship between Capital Konami owns 100% issued share of KMJ. Personnel None parties Transaction KMJ's sales and promotion of goods of digital entertainment business to be purchased from Konami. Financial results for the three years ended March 31,2003, 2004 and 2005. (Millions of yen, except per share data) Konami Fiscal year ended March 31, 2003 March 31, 2004 March 31, 2005 Net revenues 130,186 146,654 134,117 Operating income 11,577 13,303 4,261 Ordinary income 13,068 16,910 13,447 Net income (loss) (11,284) 10,381 12,794 Net income (loss) (92.82) 83.71 105.33 per share (yen) Dividend per 54.00 54.00 54.00 share (yen) Stockholders' 872.38 894.08 931.24 equity per share (yen) (Millions of yen, except per share data) KMJ Fiscal year ended March 31, 2003 March 31, 2004 March 31, 2005 Net revenues 84,035 84,653 82,636 Operating income 2,266 2,432 2,871 Ordinary income 2,324 2,503 2,977 Net income 2,129 2,385 3,024 Net income per share 91,133 62,994 90,453 (yen) Dividend per share 41,300 31,200 142,700 (yen) Stockholders' equity 127,509 153,054 598,016 per share (yen) 4. Condition of Serving Entity Registered Name Konami Corporation Main business Planning, production, sales, promotion, and distribution of video game software, contents for amusement facilities, card games and toys, online games, contents for mobile phones, music and video. Location of head 2-4-1 Marunouchi, Chiyoda-ku, Tokyo office Representative Kagemasa Kozuki Capital 47,398 million yen Total assets Not fixed Financial year end March 31 Effects on results of operation As a result of the merger, our consolidated operating results are expected to improve through more efficient business operations. However, we are not able to forecast the effect the merger will have on our consolidated operating results 5. Outline of new consolidated subsidiary (1) Registered name Konami Logistics & Service, Inc (2) Main business Repair, customer-service, set-up and delivery of amusement related equipment and health related equipment. (3) Date of incorporation October 1, 2005 (4) Location of head office 5-1-1 Higashihara, Zama city, Kanagawa (5) Representative Tetsuya Yamamoto (6) Capital 100 million yen (7) Financial year end March 31 (8) Number of employees 112 (uncertain) (9) Major shareholders Konami 100% and shareholding ratios (10) Relationship with Konami Subsidiary 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
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