|
Tokyo, February 9, 2010 — CSK HOLDINGS CORPORATION ("CSK") announced today the details of the restructuring of its BPO services business, which was first announced in its release of January 14, 2009, entitled "Restructuring of BPO services business."
As announced on January 14, 2009, CSK intends to merge two wholly owned subsidiaries, CSK ServiceWare Corporation ("CSK-SW") and BUSINESS EXTENSION CORPORATION ("BEC"), with a planned merger date of April 1, 2010. It was resolved today at meetings of the boards of directors of CSK and the two companies in question to conclude an absorption-type merger agreement with CSK-SW as the surviving company.
1. Overview of merger
(1) Merger schedule
| Approval of merger agreement by boards of directors: | February 9, 2010 |
| Conclusion of merger agreement: | February 9, 2010 |
| Approval of merger agreement at shareholders' meetings: | February 10, 2010 (planned) |
| Date of merger (effective date): | April 1, 2010 (planned) |
| * | Based on Article 319 (1) of the Companies Act, it is planned to obtain agreement in writing from the shareholders of BEC that can exercise voting rights. |
| ** | The above schedule is subject to change if necessary in the process of carrying out the merger agreement or if the two companies agree to such change for other reasons. |
(2) Merger type
Absorption-type merger with CSK-SW as the surviving company
(3) Merger ratio
As this is a merger of two wholly owned subsidiaries, a merger ratio has not been decided. Furthermore, no new shares will be issued and no cash, etc. will be exchanged as a result of this merger.
(4) Handling of stock acquisition rights or bonds with attached warrants of absorbed company
BEC has not issued any warrants or bonds with attached warrants.
(5) Overview of accounting treatment
As this is a "common control" business combination, no goodwill will be recognized.
2. Outline of merging companies (as of September 30, 2009)
| Name |
CSK ServiceWare Corporation |
BUSINESS EXTENSION CORPORATION |
| Established |
March 1983 |
December 1982 |
| Head office address |
2-26-1 Minami-Aoyama, Minato-ku, Tokyo |
Nihombashi Honcho Tokyu Bldg., 2-4-1, Nihombashi Honcho, Chuo-ku, Tokyo |
| Representative |
Shunichi Ishimura, President & Chief Executive Officer |
Yasuhiro Sato, President & Representative Director |
| Paid-in capital |
¥2,063 million |
¥100 million |
| Employees |
1,951 (2,295)
Figure in parentheses is number of temporary employees
|
15 |
| Shareholders and ownership interest |
CSK HOLDINGS CORPORATION
100%
|
CSK HOLDINGS CORPORATION
100%
|
3. Outline of post-merger company
| Name |
CSK ServiceWare Corporation |
| Main business |
Business process outsourcing |
| Head office address |
2-26-1 Minami-Aoyama, Minato-ku, Tokyo |
| Representative |
Shunichi Ishimura, President & Chief Executive Officer |
| Paid-in capital |
¥2,063 million |
| Shareholders and ownership interest |
CSK HOLDINGS CORPORATION
100% |
4. Impact on earnings
As this is a merger of two consolidated subsidiaries of CSK, the impact on CSK's consolidated earnings for the fiscal year to March 2010 is projected to be immaterial.
|
