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TOKYO, December 21, 2001 - CSK Corporation (TSE code: 9737) today announced that its board had approved a basic agreement with Venus Fund Limited ("Venus") to transfer the control of CSK's subsidiary CSK Electronics Corporation ("CSKE") to Venus.
Outline of agreement
(1)Objectives:
CSK has been closely involved with ASCII since initially investing capital in the company in March 1995, providing both financial and human resources support. In light of the Group's current policy of focusing on B2B businesses and minimizing peripheral risks, however, it was decided that this continued support should be reviewed. As a consequence, an agreement to transfer the control of CSKE to Venus has been reached.
(2)Transferee:
Venus Fund Investment Partnership ("the Partnership") is an investment operations partnership established in 2001, managed and controlled by Venus.
(President: Junichiro(Jun) Yasui; Head office: Chuo-ku, Tokyo.)
(3)Proposed date of transfer:
Late February/early March, 2002 (to be confirmed)
(4)Method of transfer:
As soon as practicable after conclusion of the formal agreement, the Partnership will through tender offer acquire all shares of CSKE currently held by CSK Corporation. CSK Corporation currently holds 96,395,800 shares in CSKE, equivalent to 82.8% of shares outstanding. The formal agreement with Venus is expected to be concluded by the end of January 2002.
(5)Outline of company to be transferred:
| Company outline
|
| (As of September 30, 2001) |
| Name of company |
CSK Electronics Corporation |
| Main business |
Operation of T-Zone PC retail chain, wholesale and direct sales of PCs, peripheral devices and related products to corporate clients. |
| Establishment |
August 26, 1975 |
| Head office |
2-18-10, Soto-Kanda, Chiyoda-ku, Tokyo 101-8991 |
| Representative |
Keiji Azuma |
| Capital |
¥19,331 million |
| Shares outstanding |
116,477,000 |
Shareholders' equity
(consolidated) |
¥740 million |
| Total assets |
¥27,213 million |
| Fiscal year |
March 31 |
| Employees |
324 |
Major shareholders
(Unit: thousand shares,
percent)
|
| CSK Corporation | 96,390,000(82.8%) |
| Sega Corporation | 5,420,000(4.6%) |
| BellSystem24 Inc. | 2,950,000(2.4%) |
| ServiceWare Corporation | 1,470,000(1.2%) |
|
Results of past three financial years(consolidated)
|
(¥ millions)
|
|
Year ended
|
Mar. 31, 2000
|
Mar. 31, 2001
|
Mar. 31, 2002
(est)
|
|
Net sales
|
91,391
|
68,359
|
49,900
|
|
Operating income (loss)
|
(602)
|
(1,333)
|
(1,700)
|
|
Ordinary income (loss)
|
(391)
|
(901)
|
(1,850)
|
|
Net income (loss)
|
(5,869)
|
(3,594)
|
(2,100)
|
Net income (loss) per
share (¥)
|
(198.73)
|
(83.73)
|
(18.03)
|
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Dividend per share (¥)
|
---
|
---
|
---
|
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Equity capital per share (¥)
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(415.30)
|
18.68
|
---
|
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(6)CSKE shares held by CSK Corporation:
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i.
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Number of shares currently held: 96,390,000
|
|
ii.
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Number of shares to be transferred: 96,390,000
(book value as at September 30, 2001: ¥8.7 billion)
|
|
iii.
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Number of shares to be held after transfer: None
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Impact of transfer on CSK's results
(1)Consolidated basis:
CSK's consolidated net income is expected to significantly improve as a result of transferring control of CSKE to Venus. Contributing to this will be tax benefits applicable to losses from the transfer of subsidiary shares.
(2)Non-consolidated basis:
The impact of this transfer on CSK's non-consolidated profit and loss statement is expected to be minimal. Equity appraisal losses on subsidiaries arising from the interim period have already been reflected in full year forecasts, and the tax benefit applicable to losses from the sale of subsidiary shares will offset the negative impact of this transaction on CSK's net income.
(3)Other:
As the official transfer agreement has yet to be finalized, certain elements may be subject to further change. The projected impact of this transfer on consolidated and non- consolidated forecasts for the year ending March 31, 2002 will be publicized once the transaction has been formalized.
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Corporate information
CSK Corporation, established in 1968, is one of Japan's leading providers of information and communications technology. The CSK Group comprises a full spectrum of solutions, entertainment, and support companies, including SEGA Corporation, BellSystem24 Inc., NextCom K.K., and ASCII Corporation.
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