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
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