Share Transfer and Merger

Konami Corporation 13 March 2003 FOR IMMEDIATE RELEASE March 13, 2003 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: +81-3-5220-0374 Subsidiary Share Transfer and Subsequent Merger Konami Corporation ('Konami') hereby announces that its Board of Directors decided on March 13, 2003 to transfer all the shares of its wholly-owned subsidiary, Konami Computer Entertainment Studios, Inc. ('Konami Studio'), to another subsidiary, Konami Computer Entertainment Osaka, Inc. ('Konami OSA'), and merge Konami OSA with Konami Studio on May 1, 2003. 1. Outline of Subject Company Trade name: Konami Computer Entertainment Studios, Inc. Location of head office: 4-1-23 Shiba, Minato-ku, Tokyo Representative: Kazumi Kitaue, Representative Director and President Date of incorporation: March 28, 1997 Main field of business: Production of video game software Date of settlement: March 31 Number of employees: 139 (as of September 30, 2002) Capital: 300 million yen Net revenues: 1,393 million yen (for the year ended March 31, 2002) 2. Transfer of Stock Transaction: Konami transfers all the issued shares (6,000 shares) of Konami Studio to Konami OSA. Date of transfer: March 13, 2003 3. Transfer Price 2,000 million yen 4. Schedule of Merger Board approval for merger agreement: March 13, 2003 Conclusion of merger agreement: March 13, 2003 Effective date of merger: May 1, 2003 (Tentative schedule) Official registration of merger: May 1, 2003 (Tentative schedule) 5. Method of Merger Konami OSA, as an ongoing concern, will absorb Konami Studio, which will be subsequently dissolved. 6. Merger Ratio Due to the fact that Konami OSA will acquire 100% of the shares of Konami Studio, there will be no issuance of new shares or capital increase. 7. Objective of Merger To enhance product lineup by adding Konami Studio's leading video game content derived from TV animation programs and cartoons to sports games, which are Konami OSA's major focus. As a result, we expect to achieve more stable management of the new company after the merger and that the group value as a whole will be maximized. 8. Outline of Parties (as of September 30, 2002) Trade name Konami Computer Entertainment Konami Computer Entertainment Osaka, Inc. Studios, Inc. Main field of business Production and distribution of Production of video game software video game software Date of incorporation April 3, 1995 March 28, 1997 Location of head office 2-5-25 Umeda, Kita-ku, Osaka 4-1-23 Shiba, Minato-ku, Tokyo Representative Kuniaki Kinoshita, Kazumi Kitaue, Representative Director and Representative Director and President President Capital 1,213 million yen 300 million yen Total number of shares issued 14,941,500 shares 6,000 shares Shareholders' equity 5,898 million yen 140 million yen Total assets 8,378 million yen 1,384 million yen Date of settlement March 31 March 31 Number of employees 299 139 Major customers Konami Corporation Konami Corporation Major shareholders and Konami Corporation 65.23% Konami Computer Entertainment shareholding ratios Employees' stock Osaka, Inc. 100% ownership 3.09% UFJ Trust Bank Limited 0.49% (as of March 13, 2003) Masahiko Takeda 0.46% The Master Trust Bank of Japan, Ltd. 0.41% Main banks Sumitomo Mitsui Banking Corporation Bank of Tokyo-Mitsubishi, Ltd. Relationship between Capital Konami Studio is a wholly-owned subsidiary of parties Konami OSA effective March 13, 2003. Personnel There is a director (corporate auditor) with concurrent status. Transaction There is no material transaction. 9. Financial results for the three most recent years (Millions of yen, except per share data) Konami Computer Entertainment Konami Computer Entertainment Osaka, Inc. Studios, Inc. Fiscal year March 31, March 31, March 31, March 31, 2000 March 31, March 31, ended on 2000 2001 2002 2001 2002 Net revenues 3,485 6,515 8,740 645 1,365 1,393 Operating income 1,295 1,698 1,952 171 427 (209) Ordinary income 1,255 1,712 1,959 170 427 (211) Net income 677 917 1,158 170 365 1,075 Net income per share (yen) 71,172 15,354 194 28,466 60,843 179,273 Dividend per share (yen) 20,500 4,620 78 - 2,500 - Shareholders' equity per share (yen) 402,007 78,989 930 6,063 137,239 25,269 Notes: 1. Konami Computer Entertainment Studios, Inc. is the name of the company formed from the merger of Konami Computer Entertainment Yokohama, Inc. and Konami Computer Entertainment Sapporo, Inc. on August 1, 2000. 2. HUDSON SOFT CO., LTD. succeeded a portion of the business located in Sapporo of Konami Studio by the method of absorption following a spin-off on December 1, 2001. 3. Konami OSA split each share with par value of 50,000 yen into six shares with par value of 10,000 yen on April 3, 2000. 4. Konami OSA made a 100-for-1 stock split on February 1, 2002. 5. Konami OSA made a 2.5-for-1 stock split on May 20, 2002. 10. Circumstances after Merger Trade name: Konami Computer Entertainment Studios, Inc. (A change is scheduled to be proposed at the general meeting of shareholders in June 2003.) Main field of business: Production and distribution of video game software Location of head office: Minato-ku, Tokyo (A change is scheduled to be proposed at the general meeting of shareholders in June 2003.) Representative: Kuniaki Kinoshita, Representative Director and President Capital: 1,213,050,000 yen (No capital increase) Total assets: 9,762 million yen (An increase of 1,384 million yen is expected as a result of the merger according to the results as of September 30, 2002) Date of settlement: March 31 Total number of shares issued: 14,941,500 shares 11. Effect on business results As a result of this share transfer, a gain of approximately 1,800 million yen will be incurred by Konami on a non-consolidated basis. However, there is no material effect on Konami's consolidated business results. This information is provided by RNS The company news service from the London Stock Exchange
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