 |
CSK HOLDINGS |
|
CSK |
|
|
2002 01 29
|
 |
 |
|
CSK Corporation formally agrees transfer of subsidiary CSK Electronics
|
|
|
TOKYO, January 29, 2002 - CSK Corporation ("CSK"; TSE code: 9737) announces that, subsequent to the basic agreement reached on December 21, 2001, its board today formally approved an agreement to transfer the control of CSK's subsidiary, CSK Electronics Corporation("CSKE").
Outline of formal agreement
(1) Objectives
CSK has been closely involved with CSKE 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, a formal agreement to transfer the control of CSKE to Venus Fund Limited has been reached.
(2) Transferee
Venus Fund Investment Partnership ("the Partnership") is an investment operations partnership established in 2001, managed and controlled by Venus Fund Limited. (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
i. Through its 100% owned subsidiary Venus Fund Holdings, the Partnership will make a public tender offer for CSKE's shares.
ii. In accordance with the tender offer, CSK will transfer the shares it holds in CSKE to the Partnership.
(5) Articles of agreement between CSK and the Partnership
Subject to completion of the share transfer outlined above, CSK and the Partnership have also agreed the following.
i. CSKE will withdraw from corporate sales operations.
ii. Certain of CSKE's assets (including property), and management and personnel currently employed in corporate sales operations will be transferred to CSK or other companies, as decided and directed by CSK.
iii. CSK intends to oversee the reduction of interest-bearing debt held by CSKE, such that CSKE's interest-bearing debt becomes zero.
(6) Outline of company to be transferred
(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(consolidated) |
¥27,213 million |
| Fiscal year |
March 31 |
| Employees |
324 |
| Major shareholders and percentage held | CSK Corporation
SEGA Corporation
BellSystem24 Inc.
ServiceWare Corporation |
96,390,000 (82.8%)
5,420,000 (4.6%)
2,950,000 (2.5%)
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) |
| Dividend per share (¥) | --- | --- | --- |
| Equity capital per share (¥) | (415.30) | 18.68 | --- |
(6) CSKE shares held by CSK Corporation
i. Number of shares currently held: 96,390,000
ii. Number of shares to be transferred: 96,390,000
(book value as at September 30, 2001:¥8.7 billion)
iii. Number of shares to be held after transfer: None
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
The projected impacts of this transfer on consolidated and non- consolidated forecasts for the year ending March 31, 2002 will be publicized once they have been formally settled on.
# # #
|
 |
| Company and product names in this press release are the registered trademarks or trademarks of each company. |
|
|
