Restructure Proposals

Konami Corporation 07 November 2005 November 7, 2005 FOR IMMEDIATE RELEASE KONAMI CORPORATION Kagemasa Kozuki Chairman of the Board and CEO Ticker 9766 at TSE1 Konami Sports Life Corporation Fumiaki Tanaka Chairman of the Board Konami Sports Corporation Toshimitsu Oishi Representative Director and President Ticker 4643 at TSE1 Announcement of group restructuring (merger between subsidiaries, share exchange with surviving subsidiary) and shift to holding company structure by company separation KONAMI CORPORATION (hereafter referred as 'Konami'), Konami Sports Life Corporation (hereafter referred as 'Konami Sports Life') and Konami Sports Corporation (hereafter referred as 'Konami Sports') hereby announce that their respective Boards of Directors' decided through resolutions at meetings held on today, November 7, 2005, to merger Konami Sports Life into Konami Sports and to effect share exchange between the new Konami Sports, and have executed a basic agreement among the three companies as parties thereto. Konami Corporation will also shift to a holding company structure by separating its digital entertainment business into a newly formed wholly owned subsidiary. The above transactions are subject to the approval of the respective proposals in extraordinary shareholders' meetings which will be held on January 26, 2006. I. Merger of Konami Sports Life into Konami Sports and turning Konami Sports into a wholly owned subsidiary of Konami by share exchange 1. Objective It is expected the multiple needs of the Health & Fitness service industry will expand as the population ages, birth rates decline and people become more health-conscious. To meet the changes in the current environment, we plan to merge Konami Sports, which operates sports clubs, and Konami Sports Life, which provides health and fitness products and services, to create new markets and provide more kinds of health and fitness services. In addition, we plan to turn Konami Sports into a wholly owned subsidiary of Konami by share exchange to allocate management resources properly, speed up management decisions and maximize shareholder value. 2. Method of merger and share exchange (1) The merger of Konami Sports Life and Konami Sports (hereafter referred as 'this merger') will be by absorption in which Konami Sports will be the surviving company and Konami Sports Life will be the dissolved company. (2) The effectiveness of this merger is conditioned on Konami and Konami Sports executing share exchange, in which Konami will become the complete parent company and Konami Sports will become the wholly owned subsidiary. II. Shifting to holding company structure by company separation 1. Aim of shifting to holding company structure The Konami group will endeavor to increase enterprise value and shareholder value and fulfill the social responsibility of the Konami group by achievement of the main aims provided below under the new holding company structure. (1) Improving management transparency Konami group will endeavor to strengthen group governance through taking this opportunity to shift to a holding company structure, to build on the work on corporate governance we have done actively until now. We will pursue management transparency by further strengthening of our group management structure, separating the decision and supervision functions of the group, delineating the execution function in each business clearly, speeding up our management decision making, and executing business evaluation and allocating management resources from our shareholders' point of view. (2) Creating a speedy and flexible management structure. We will make clear the position within our group that each of the Digital Entertainment Business, Health & Fitness Business and Gaming & System Business have within our group and try to respond more speedily and flexibly to change in each business environment, with each of our group companies pursuing its area of specialty and creativity in each business area. In addition, we will try to create a structure that can execute business tie-ups, capital acquisitions and other activities more quickly. (*1) (3) Creating a complete profit responsibility structure. We will make our profit responsibility structure clear by assessing the profitability of each business more completely. The holding company will have functions of planning the corporate strategy of the entire group, planning for investment projects through the allocation of management resources and checking the status of business execution within each subsidiary. Business subsidiaries will make timely and speedy decisions in each company's business area. Thus, we will aim to maximize our business values at the Konami group level. (*1) Gaming segment changed its name to Gaming & System segment on October 1, 2005. 2. Method of shifting to holding company structure The shift to the new holding company structure will be by company separation, with Konami separating and becoming a holding company, and a newly established wholly owned subsidiary, Konami Digital Entertainment Co., Ltd. (hereafter referred as 'Konami Digital Entertainment') succeeding, the Digital Entertainment business. 3. New structure after shifting to holding company structure (Structure now) (Structure after shifting to holding company) 4. Corporate profiles after shifting to holding company structure. (1) KONAMI CORPORATION i Main Business Planning and execution of management strategies to improve the profitability of the entire group , as well as the management of business execution within each subsidiaries. ii Head office location 2-4-1, Marunouchi, Chiyoda-ku, Tokyo, Japan iii Representative Chairman of the Board Kagemasa Kozuki (Formerly Konami's Chairman of the Board) iv Capital 47,399 million yen v Total Assets Undecided (2) Konami Digital Entertainment Co., Ltd. i Main Business Planning, production, manufacturing and distribution of online games, computer & video games, amusement machines, toys, card games, contents for mobile phone, music, image software, books, and magazines. ii Head office location 6-10-1, Roppongi, Minato-ku, Tokyo, Japan iii Representative Representative Director and President Fumiaki Tanaka (Former Konami's Executive Corporate Officer) iv Capital Undecided v Total Assets Undecided (3) Konami Sports & Life Corporation (Formerly Konami Sports Corporation) i Main Business Operation of sports clubs. Development, manufacturing and sales of health and care support machines and health and care support goods. Providing health service and prevention of care. ii Head office location 4-10-1, Higashi-Shinagawa, Shinagawa-ku, Tokyo, Japan iii Representative Representative Director and President Toshimitsu Oishi (Former Konami Sports' Representative Director and President) iv Capital 5,040 million yen v Total assets Undecided * Former Konami Sports Life Corporation is expected to be dissolved after the merger. III. Schedule The holding company structure will take effect on March 31, 2006, following the resolutions at the Boards of Directors' meeting approving the basic agreement today on November 7, 2005, resolution at the Boards of Directors' meeting approving the final contract and preparation of separation planning documents on January 5, 2006, and approval resolution of extraordinary shareholders' meetings of each company on January 26, 2006 approving the transaction.. IV. Procedure summary 1. Summary of company separation Schedule of separation (planned) January 5, 2006 Boards of Directors' meeting for preparation of separation planning documents January 26, 2006 Extraordinary shareholders' meetings for approval of separation planning documents March 31, 2006 Date of separation Method of separation The method to be used will be a company separation, with Konami as the separating company and a newly established Konami Digital Entertainment as the succeeding company. 2. Outline of the merger (1) Schedule of merger (planned) January 5, 2006 Board of Director's meeting to approve the resolution of the basic agreement January 26, 2006 Extraordinary shareholders' meeting for approval of merger contracts February 28, 2006 Date of merger (2) Method of Merger Konami Sports will be the surviving company and Konami Sports Life will subsequently be dissolved. (3) Merger ratio Registered name Konami Sports Corporation Konami Sports Life Corporation (Surviving company) (Dissolving company) Merger ratio 1 3.99 <1>Share allotment ratio 3.99 shares of Konami Sports will be allotted to 1 share of Konami Sports Life. <2>Basis for the determination of merger ratio The calculation of the merger ratio was conducted by Nikko Cordial Securities Inc., ('Nikko') independently and reasonably based on each subject company's request. Nikko calculated the range of the merger ratio using adjusted a net asset method for Konami Sports Life and the market share price method and the DCF method (Discounted Cash Flow method) for Konami Sports. The merger ratio was agreed after consideration and negotiation between the subject companies based on the above evaluations. However, this merger ratio may be changed after discussions between the subject companies in the event material changes in the basis of calculation occur. <3>Number of shares to be allotted with respect to the merger Konami Sports will allot 15,760,500 shares of its common stock held as treasury stock, which includes 15,457,741 shares that will be succeeded from Konami Sports Life, to Konami as a shareholder of Konami Sports Life. <4>Cash paid due to merger Cash will not to be paid for this merger. 3. Summary of share exchange (1) Share exchange schedule (planned) January 5, 2006 Board of Director's meetings to approve execution of the share exchange agreement January 26, 2006 Extraordinary Shareholders' meetings for approval of share exchange agreement February 23, 2006 Date of delisting of Konami Sports March 1, 2006 Date of share exchange (2) Share exchange ratio Registered name Konami Corporation Konami Sports Corporation Complete parent company A wholly owned subsidiary Share exchange ratio 1 0.79 <1>Share allotment ratio 0.79 shares of Konami will be allotted to 1 share of Konami Sports. However, there will be no share allotment for Konami Sports' shares that will be allotted to Konami upon the merger between Konami Sports and Konami Sports Life. <2>Basis of calculation of share exchange ratio The calculation of share exchange ratio was conducted by Nikko independently and reasonably based on each subject company's request. Nikko calculated the range of the share exchange ratio using the market share price method and the DCF method for Konami Corporation and Konami Sports. The share exchange ratio was agreed after consideration and negotiation between the subject companies based on the above evaluations. However, this share exchange ratio may be changed after discussions between the subject companies in the event material changes in the basis of calculation occur. <3>Number of shares to be allotted with respect to the share exchange Konami will allot a total of 9,898,911 shares of its common stock, including 4,024,078 shares and 5,874,833 shares held as treasury stocks. <4>Cash paid due to share exchange Cash will not to be paid for this share exchange. <5>Change of registered name After the share exchange has been executed, Konami Sports will change its registered name to Konami Sports & Life Corporation, on March 31, 2006. V. (For your reference) Dividend payment and coupon tickets for shareholders 1. Year end dividend for shareholders of Konami Sports Since the shareholders of Konami Sports will become shareholders of Konami by this share exchange effective March 1, 2006, these shareholders will be eligible for any year - end dividends paid by Konami. For a shareholder owing 1,000 shares of Konami Sports, amount of dividend payment calculated after the exchange is as follows, Before this transaction: 15 yen/share ---> holding 1,000 shares: 15,000 yen After share exchange: Share exchange ratio 0.79 a 1,000 shares x 0.79 = 790 shares End of year dividend of Konami: 27 yen/share x 790 shares = 21,330 yen (6,330 yen gain) 2. Coupon tickets for the shareholders of Konami Sports Coupon tickets will be given to the shareholders of Konami Sports as of February 28, 2006 continuously. 3. Coupon tickets for the shareholders of Konami The coupon tickets will also be given to the shareholders of Konami, who hold over 100 shares from April 2006 as follows; 4 coupons for the year , or 2 coupons each half a year will be given Available in all Konami Sports Clubs that we operate Available for 2 persons per 1 coupon Available for shareholders as of the end of September 2006 VI. Outline concerning company (1) Registered KONAMI Konami Sports Konami Sports Life name CORPORATION Corporation Corporation As of September 30, 2005 As of September 30, As of September 30, 2005 2005 (2) Main business Planning, production, and Operating fitness Developing, distribution of computer & clubs, swimming manufacturing and video games, amusement schools, gymnastic sales on fitness and machines, toys, card games, schools and other care support machines online games, contents for relating business. and fitness and care mobile phone, music, image support goods. software, books, and magazines. (3) Date of March 19, 1973 March 14, 1973 December 16, 1975 incorporation (4) Head office 2-4-1, Marunouchi, 4-10-1, 4-10-27, location Chiyoda-ku, Tokyo Higashi-shinagawa, Higashi-shinagawa, Shinagawa-ku, Tokyo Shinagawa-ku, Tokyo (5) Representative Kagemasa Kozuki, Chairman of Toshimitsu Oishi, Fumiaki Tanaka, the Board and CEO Representative Director and President Chairman of the Board (6) Capital 47,399 million yen 5,040 million yen 15,050 million yen (7) Total number 139,531,708 shares 28,290,768 shares 3,950,000 shares of shares issued (8) Shareholders' 149,486 million yen 11,368 million yen 30,630 million yen Equity (9) Total assets 203,217 million yen 48,719 million yen 32,329 million yen (10) Financial year March 31 March 31 March 31 end (11) Number of 1,960 employees 1,507 employees 80 employees employees (12) Major venders (Suppliers) (Suppliers) (Suppliers) and customers Sony Computer Entertainment Konami Sports Life Konami Corporation Inc. (Purchasers) Japan Beverage Inc. Nintendo Co., Ltd. Individual member, (Purchasers) (Purchasers) Corporate member Konami Sports Konami Digital Entertainment Inc. (13) Major Kozuki Holding 9.69% Konami 54.64% KONAMI 100.00% shareholder's B.V. Sports Life CORPORATION and Corporation shareholding Kozuki 9.69% Japan 2.45% ratios Foundation For Trustee Sports and Bank of Education Japan, Ltd. The Master Trust 7.46% Bank of Japan, Ltd, Konami 1.50% Spots Japan Trustee 7.46% Employee Bank of Japan, Stock Ltd. Purchase KONAMI 6.61% Association CORPORATION (14) Main banks Sumitomo Mitsui Banking Bank of Sumitomo Mitsui Corporation Tokyo-Mitsubishi Ltd. Banking Corporation (15) Relationship among concerning company Capital Konami owns 100% of the issued shares of Konami Sports Life. Konami Sports Life owns 54.64% of the issued shares of Konami Sports. Personnel The chairman of the board of Konami Sports also serves as director of Konami. The chairman of the board of Konami Sports Life also serves as executive corporate officer of Konami and director of Konami Sports. The president of Konami Sports also serves as President of Konami Sports Life. Transactions Konami Sports Life consigns the production of fitness machines to Konami. Konami Sports purchases fitness machines and health related goods from Konami Sports Life. (16) Results for the last three fiscal years (1) KONAMI CORPORATION (Unit: million yen) Non-consolidated Consolidated Fiscal Year March 31, March 31, March 31, September March 31, March 31, March 31, September 2003 2004 2005 30, 2005 2003 2004 2005 30, 2005 Net sales 130,186 146,654 134,117 51,016 253,657 273,412 260,691 111,870 Operating 11,577 13,303 4,261 5,179 (21,870) 40,713 28,136 7,462 income Ordinary 13,068 16,910 13,447 9,408 (22,096) 40,107 27,442 14,335 income Net income (11,284) 10,381 12,794 11,197 (28,519) 20,104 10,486 6,964 Net income (92.82) 83.71 105.33 85.93 (234.58) 166.86 87.41 53.45 per share Annual dividend 54.00 54.00 54.00 27.00 - - - - per share (interim) Shareholders' 872.38 894.08 931.24 1,147.20 750.35 847.66 885.97 1,027.32 equity per share (2) Konami Sports Corporation (Unit: million yen) Non-consolidated Consolidated Fiscal Year March 31, March 31, March 31, September March 31, March 31, March 31, September 2003 2004 2005 30, 2005 2003 2004 2005 30, 2005 Net sales 66,682 76,486 77,380 39,946 75,149 77,511 78,026 40,115 Operating 2,944 5,023 4,412 963 3,220 5,063 4,451 960 Income Ordinary 2,791 4,738 3,965 833 3,002 4,771 4,003 827 income Net income 950 1,157 1,204 301 933 1,155 1,216 291 Net income 34.67 43.81 48.08 12.50 34.05 43.71 48.59 12.07 per share Annual dividend 45.60 30.00 30.00 15.00 - - - - per share (interim) Shareholders' 572.44 545.43 473.20 471.12 578.43 551.92 480.59 478.08 equity per share (3) Konami Sports Life Corporation (Unit: million yen) Non-consolidated Fiscal Year March 31, March 31, March 31, September 30, 2003 2004 2005 2005 Net sales 14,135 7,222 5,043 2,158 Operating 585 (157) (705) (42) income Ordinary 475 425 (242) 190 income Net income 239 223 (253) 152 Net income 101.24 56.60 (64.09) 38.45 per share Annual dividend per - - - - share Shareholders' 7723.64 7,780.25 7,716.16 7,754.60 equity per share Note: There is no consolidated financial statement for Konami Sports Life Corporation VII. Future forecast after shifting to holding company structure Forecasts for non-consolidated and consolidated operating results after company separation, merger and share exchange will be released as soon as they are determined. Contact us KONAMI CORPORATION Konami Sports Corporation Chiaki Nakajima Yuri Matsumoto General Manager of Public Relations General Manager of Public Relations Department Department 03-4332-0573 03-6688-0573 This information is provided by RNS The company news service from the London Stock Exchange
UK 100

Latest directors dealings