Re Agreement

Konami Corporation 26 July 2001 Announcement of the Strategic Business Alliance of KONAMI CORPORATION and HUDSON SOFT CO. LTD, including a Capital Tie-up The enhancement of total group capability and the establishment of a firm foundation in the industry with the participation of HUDSON into KONAMI Group KONAMI CORPORATION ('KONAMI') and HUDSON SOFT CO.,LTD. ('HUDSON') are pleased to announce that the both companies have reached an agreement HUDSON succeed to a portion (being the entire business located in Sapporo, 'KONAMI STUDIO Sapporo') of the business of KONAMI's subsidiary, Konami Computer Entertainment Studios, Inc. ('KONAMI STUDIO') by the method of absorption following a spin-off as described below, In addition, KONAMI and HUDSON have agreed on a strategic business alliance including a capital tie-up (KONAMI is to acquire shares of HUDSON through a third-party allotment of shares) as described below. It is well known that in the consumer-use software industry, the competition among makers is becoming extremely tough these days. Thus, the worldwide realignment of the industry has already started and numerous types of consolidations are taking place. In response to this climate, we aim at the following synergy effects by welcoming HUDSON into the KONAMI group. 1. The Purpose of the Strategic Capital and Business Alliance between KONAMI and HUDSON (1) Enhancement of Group Capability We aim at the enhancement of total group capability and the establishment and further expansion of a firm foundation in the industry through the integration of KONAMI STUDIO Sapporo into HUDSON, mutual utilization of technology and contents, and the joint acquisition of major contents. (2) Cooperation in the Strategic Business Field We aim at the synergy effects in the strategic business fields such as On-Line and Mobile game, other strategic business fields than consumer-use game software. (3) Mutual Utilization of Management Resources and Know-how HUDSON can utilize not only KONAMI's already developed domestic distribution network but also various development support functions and financial resources. Further, HUDSON can apply KONAMI's management know-how. 2. Concrete Plans of the Strategic Alliance (1) Integration of KONAMI STUDIO Sapporo into HUDSON / Birth of a Worldwide Studios in Hokkaido With the integration of KONAMI STUDIO Sapporo, HUDSON can enhance its capability and make a remarkable improvement of product line-ups and contents. It is expected that the Hokkaido based world-wide studios will be born in the group, supported by sufficient creative staff and collectively fused know-how. (2) Mutual Utilization of Software Development Technology Both KONAMI and HUDSON mutually utilize each technology and develop software efficiently. (3) Joint Acquisition of Major Contents / Mutual Utilization of Contents It is becoming more important to acquire the power contents in the industry. Both KONAMI and HUDSON will acquire power contents in cooperation and mutually utilize them in our respective expertise. Further by mutually utilizing KONAMI contents such as baseball, soccer, K-l and HUDSON's contents, we can provide rich line-ups of products. (4) Mobile Games HUDSON is a top-class mobile contents developer in Japan and has stored sufficient know-how for developing next-generation mobile phones, going ahead of other companies. Through the combination of such technical capability of HUDSON and the characters and licenses held by KONAMI, our group will provide unique mobile contents to the world markets. It is also expected that operating costs will be reduced due to the integration of the server. (5) On-Line Games It is anticipated that in the near future on-line games will produce a very large market. Realizing the importance of this market, both KONAMI and HUDSON have already taken the business development for the future. With this alliance, we will integrate the contents of the HUDSON site into KONAMI Online and start co-site operations. We aim to make it as the leading on-line game site with better contents in quantity and quality. (6) Out-Sourcing Development of KONAMI Products to HUDSON (HUDSON RSD Business) To date, HUDSON has already been entrusted, on a subcontract basis, to develop other brand software in addition to its own brand software, due to its reputation for high level of technical capability. With this alliance, HUDSON will also start to develop KONAMI products. In consequence, this will help KONAMI expand its development capability and strengthen its line-ups and also HUDSON for stable management of operations. (7) Business Expansion to other Fields KONAMI has expanded its entertainment business, such as amusement machine and creative products, in addition to the game software business. HUDSON'S powerful contents will be utilized in an effective manner in each of these various businesses. Card games are now one of the most important businesses for KONAMI. The same business is conducted by 'Miraibachi Karuta Shokai' in HUDSON group. Therefore, we will have a business alliance and seek for synergy effects for the two companies. (8) Sales of HUDSON Products through KONAMI's Distribution Network KONAMI established so-called 'Major Business' in February of 1999, which handles to buy other company's software and sell them through leading KONAMI distribution network. By handling HUDSON's products by 'Major Business', it is expected that efficient and effective distribution of HUDSON's software will be achieved. In addition, we will conduct promotion activities such as jointly-held sales events. (9) Common Utilization of KONAMI Group Development Support Companies KONAMI Group has a number of related development support companies such as Konami Computer Entertainment School, Inc. (for the development of talented creative staff), Roppongi Monitoring Center. Inc. (for the quality test services of software) and Konami Software Shanghai, Inc. (for the software development on a subcontract basis). These companies will support HUDSON and strengthen its development capabilities. (10) Enhancement of Financial Capability by third Party Allotment for Capital Increase KONAMI will support to strengthen HUDSON'S financial capability by third party allotment for capital increase, which will enable HUDSON to take more aggressive management. Based on sufficient investment of capital into development, HUDSON's powerful contents such as Bomber Man, Momotaro Dentetsu and so forth will be recreated. Both companies will determine the timing of the implementation of the above-mentioned business alliance. 3. Incentives to the Management and Employees of the Integrated Company In order to realize the quick effects of integration between HUDSON and KONAMI STUDIO Sapporo, performance appraisal system and stock option system will be studied to be adopted for the new company. (Inquiry) KONAMI CORPORATION. Public Relation Department 4-3-1 Toranomon, Minato-ku, Tokyo Tel: 03-3432-5610 Fax: 03-3432-5682 http://www.konami.com/ HUDSON SOFT CO.,LTD. Public Affairs Relations, Management Planning Division Sankei Building, 1-14, Hiragishi Nijo 6-chome, Toyohira-ku, Sapporo Tel: 011-841-4622 Fax: 011-521-1854 http ://www.hudson.co.jp/ To All Concerned Persons KONAMI CORPORATION Kagemasa Kozuki, President and Representative Director (Code No. 9766 Tokyo, Osaka SIN, LON Stock Exchanges) (For Inquiries) Noriaki Yamaguchi, Representative Director and Chief Financial Officer TEL: 03-3578-0573 (Reception) The HUDSON Building, 4-22, Hiragishi Sanjo 5-chome, Toyohira-Ku, Sapporo HUDSON SOFT CO.,LTD. Hiroshi Kudo, President and Representative Director (Code No. 4822 Osaka NASDAQ Japan) (For Inquiries) Naoyuki Tsuji, Managing Director TEL: 011-841-4622 (Reception) Announcement of absorption of a portion of the business of KONAMI Computer Entertainment Studios, Inc. by HUDSON SOFT CO.LTD following a spin-off and capital increase of HUDSON SOFT CO.,LTD., by third party allotment of shares to KONAMI CORPORATION. KONAMI CORPORATION ('KONAMI') and HUDSON SOFT CO.,LTD. ('HUDSON') are pleased to announce that the both companies have reached an agreement HUDSON succeed to a portion (being the entire business located in Sapporo, 'KONAMI STUDIO Sapporo') of the business of KONAMI's subsidiary, Konami Computer Entertainment Studios, Inc. ('KONAMI STUDIO') by the method of absorption following a spin-off as described below. In addition, KONAMI and HUDSON have agreed on a strategic business alliance including a capital tie-up (KONAMI is to acquire shares of HUDSON through a third-party allotment of shares) as described below. We inform that the basic written agreement was approved regarding the capital and business alliance of KONAMI and HUDSON as well as the absorption following a spin-off of KONAMI STUDIO at a meeting of the board of directors of each company held today. I. Concerning the Basic Agreement 1. Details of the Basic Agreement (1) Regarding the Strategic Business Alliance KONAMI and HUDSON will undertake a strategic business alliance in various fields based on the spin-off and capital increase through third- party allotment of shares as mentioned below. (2) Regarding the Spin-Off On December 1, 2001 HUDSON is expected to succeed to the Sapporo business of KONAMI's subsidiary, KONAMI STUDIO through the method of absorption following a spin-off. The shareholders of KONAMI STUDIO shall, on the date of the spin-off, receive allocations of HUDSON shares thereby becoming shareholders of HUDSON. The number of HUDSON shares to be allocated will be 1,768,000 in the aggregate. (3) Regarding the Issue of New Shares through Third Party Allotment HUDSON shall issue 5,606,000 new shares of stock to KONAMI. II. Spin-Off 1. Details of the Portion of Business to be Succeeded by HUDSON (1) Details of the Portion of Business to be Succeeded by HUDSON All sections and all assets, whether tangible or intangible, including software and intellectual property, relating to the consumer software business located in Sapporo. (2) Description of the Sections of Business to be Succeeded To be disclosed at the time the spin-off is implemented. (3) Allocee and Number of Shares to be Issued To be allocated in proportion to the number of shares of KONAMI STUDIO held by KONAMI CORPORATION and Konami Capital, Inc. 2. Reason for Spin-Off This transaction is an integral part of a strategic business alliance between KONAMI and HUDSON for deepening their cooperative relationship and expecting the future growth of both companies. 3. Company Allocation Schedule After July, 26 Draft up of Spin-Off Agreement September, 3, 2001 Board Meeting to Approve Spin-Off September 3,2001 Conclusion of Spin-Off Agreement October 22, 2001 Extraordinary Shareholders Meeting to Approve Spin-Off December 1, 2001 Date of Spin-Off December 3, 2001 Date of Registration of Spin-Off 4. Outline of the Spinning-Off Company a. Outline of Spinning-Off Company (1) Name Konami Computer Entertainment Studios, Inc. (2) Principal Business Development of consumer-use software (3) Date of Establishment March 28, 1997 (4) Location of Headquarters 4-1-23 Shiba, Minato-ku, Tokyo (5) Representative Kazumi Kitaue, President and Representative Director (6) Capital Y300,000,000 (as of March 31, 2001) (7) Total Number of Issued Shares 6,000 (as of March 31, 2001) with a par value of Y50,000 (8) Shareholder Capital Y823,000,000 (as of March 31, 2001) (9) Total Assets Y1,078,000,000 (as of March 31, 2001) (10) Fiscal Year Ends March 31 (11) Number of Employees 122 (12) Principal Shareholders and KONAMI CORPORATION 83% Percentages Held Konami Capital, Inc. 17% (13) Principal Bank None (14) Relationship to HUDSON Capital relationship: none Personnel relationship: none Sales transactional relationship: none b. Outline of the Successor of the Sapporo business of Konami Computer Entertainment Studios, Inc. (1) Name HUDSON SOFT CO., LTD. (2) Principal Business Consumer contents-related business Network contents-related business (3) Date of Establishment May 18, 1973 (4) Location of Headquarters The HUDSON Building, 4-22 Hiragishi Sanjo 5-chome, Toyohira-ku, Sapporo (5) Representative Hiroshi Kudo, President and Representative Director (6) Capital Y1,758,000,000 (as of February 28, 2001) (7) Total Number of Issued 8,840,000 shares (as of February 28, 2001) Shares with a par value of Y50 (8) Shareholder Capital Y5,434,000,000 (as of February 28, 2001) (9) Total Assets Y14,354,000,000 (as of February 28, 2001) (10) Fiscal Year ends February 28 (11) Number of Employees 403 (as of February 28, 2001) (12) Principal Shareholders and Yuji kudo 23.90% Percentages Held Hiroshi Kudo 17.96% Sui Co.Ltd. 5.65% Steel Atmark Co., Ltd. 5.65% Japan Trustee Service Trust Bank Co., Ltd. 3.71% (13) Principal Banks Hokuyo Bank, Sumitomo Mitsui Banking Corporation, Chuo Mitsui Trust Bank (14) Relationship to KONAMI Capital relationship: none STUDIO Personnel relationship: none Business transactional relationship: none * Figures represent consolidated accounting results. III. Issue of New Shares for Capital Increase by Third Party Allotment 1. Outline of Issue of New Shares (1) Number of Newly Issued Shares 5,606,000 shares (2) Issue Price Y892 (3) Total Issue Price Y5,000,552,000 (4) Amount Allocated to Y2,500,276,000 Capital (5) Subscription Period August 20, 2001 (6) Payment Date August 21, 2001 (7) Dividend Calculation Date March 1, 2001 (8) Allocee and Number of KONAMI CORPORATION 5,606,000 shares Shares (9) Issues of Determination to hold the ownership of New Shares KONAMI will confirm to HUDSON that KONAMI shall notify to HUDSON in the event if KONAMI intends to assign the new shares at anytime within two (2) years after the date of issuance by HUDSON. (10) Each of the foregoing matters shall be subject to an effective registration under the Securities and Exchange Law. (Note) Method for Determination of Issue Price Y892 was determined based on 91% of the closing price of HUDSON'S share at the Osaka NASDAQ Japan one day prior to the meeting of board of directors where issuance of new shares were approved. 2. Changes in the Total Number of Issued Shares following this Capital Increase Current total number of issued shares 8,840,000 shares Number of additional shares to be 5,606,000 shares issued for this capital increase Total number of issued shares 14,446,000 shares following this capital increase 3. Reason for Capital Increase and Use of the Funds, Etc. (1) Reason for Capital Increase To strengthen the capital and business alliance between HUDSON and KONAMI, to expand the business fields and to develop future business. (2) Use of the Funds To be applied to investment in consumer-use game software development, etc, within the balance of Y4,980 Million: Y5,000 Million received for the issue of new shares deducted by the issuance costs of Y20 Million (3) Profit Sharing with Shareholders The repatriate of the stable dividends is the most important of policy of HUDSON, with efforts to improve the efficiency of management, profitability and to enhance financial capability and results. 4. Outline of Allocee (1) Name KONAMI CORPORATION (2) Principal Businesses AM business (amusement machines) CS business (consumer-use software) GM business (gaming machines) PS business (pachinko systems) CP business (creative products) HE business (health entertainment) AO business (amusement operation) etc. (3) Date of Establishment March 19, 1973 (4) Location of Headquarters 3-1 Toranomon 4-chome, Minato-ku, Tokyo (5) Representative Kagemasa Kozuki Chairman and Representative Director (6) Capital Y47,398,000,000 (as of March 31, 2001) (7) Total Number of Issued Shares 128,737,566 shares (as of March 31, 2001) with a par value of Y50 (8) Shareholder Capital Y149,875,000,000 (as of March 31, 2001) (9) Total Assets Y250,023,000,000 (as of March 31, 2001) (10) Fiscal Year ends March 31 (11) Number of Employees 3,517 (as of March 31, 2001) (12) Principal Shareholders and Kozuki Holding B.V. 10.50% Percentages Held Japan Trustee Service Trust Bank Co, Ltd. (Trust Account) 6.77% KOZUKI FOUNDATION FOR HIGHER EDUCATION 5.68% Kozuki Capital Corporation 5.43% (13) Principal Banks Sumitomo-Mitsui Banking Corporation, The Bank of Tokyo-Mitsubishi, Ltd. The Toyo Trust and Banking Co.,LTD The Industrial Bank of Japan, Ltd Dresdner Bank AG (14) Relationship to HUDSON Capital relationship: none Personnel relationship: none Business transactional relationship: none * Figures represent consolidated accounting results. 5. Changes in Principal Shareholders Following the aforesaid issue of new shares by third party allotment, KONAMI will, as of August 22, 2001, become the principal shareholder of HUDSON. Proportion of Rank of Number of Total Issued Principal Shares held Shares Shareholders Before Change (as of July 26, 2001) 0 shares 0.0% - After change 5,606,000 shares 38.81% Number 1 * Provided, however, that as a result of spin-off followed by absorption expected to occur on December 1, 2001, the ratio of the total number of shares owned by KONAMI and KONAMI Capital. 7,374,000 shares, to the total number of issued shares, is expected to be 45.48%. IV. Change of HUDSON'S Fiscal Year End HUDSON is being consolidated into KONAMI's group through this capital and business alliance. HUDSON will bring up the change of its fiscal year end at the extraordinary general shareholders' meeting scheduled on October 22, because it considers that the consistency of KONAMI's fiscal year end and HUDSON'S fiscal year end is necessary for such alliance. The timing of implementation of such change of fiscal year end, the method of accounting for the first year following such change and other details are not yet determined. V. Change of Number of Shares per Unit HUDSON will bring up the change of the number of HUDSON'S shares per unit (from 1,000 shares to 100 shares) at the extraordinary general shareholders' meeting scheduled on October 22, for the purpose of enabling wider range of investors to become the holders of HUDSON'S shares. The timing of implementation of such change and other details are not yet determined. VI. Future Forecasts 1. Impact on KONAMI's future forecasts after the capital and business alliance with HUDSON and the spin-off of KONAMI STUDIO (1) Impact on the management, assets and future forecasts of KONAMI after the business alliance and the spin-off of KONAMI STUDIO It is expected that the profitability will be improved as a result of revenue increase and the cost reduction etc due to the strategic business alliance (2) The forecasts of the following two consolidated accounting periods after the spin-off. They are not fixed at this stage. 2. Impact on HUDSON'S future forecasts after the capital and business alliance with KONAMI and the succession to the Sapporo business of KONAMI STUDIO. (1) Impact on the management, assets and future forecasts of HUDSON after the business alliance and the succession to the Sapporo business of KONAMI STUDIO It is expected that the profitability will be improved as a result of revenue increase and the cost reduction etc due to the strategic business alliance. (2) The forecasts of the following two consolidated accounting periods after the succession They are not fixed at this stage.
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