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Tokyo, March 25, 2004 - At a meeting on March 25, 2004,the board of
directors of CSK CORPORATION ("CSK") resolved to acquire through a tender offer
50.00% of the outstanding shares of Cosmo Securities Co., Ltd., excluding
treasury shares held by Cosmo Securities and fractions of shares, which will be
rounded to two decimal places.
- Reason for the tender offer
CSK's Group vision is to continuously
contribute to the productivity of customers with unparalleled IT expertise. CSK
aims to create value-added services and has positioned Business Process
Outsourcing ("BPO"), which manages the operations of process services and
contact centers, and IT Outsourcing ("ITO"), which brings together a range of
services from systems integration to management, as strategic business areas.
CSK has also developed a financial services business that includes
venture capital. The structure of the financial services industry continues to
evolve and we have positioned this as a new business area as part of our attempt
to increase overall group profits over the medium to long term.
Meanwhile, the securities industry's operating environment is changing
rapidly, as direct financing becomes more prevalent, the number of individual
investors increases rapidly, and rules covering market entry and business
regulations are loosened. Within this changing environment each company competes
with a unique business model. Competitive products and pricing are no longer
enough; the ability to provide customer service, differentiate themselves
through the use of IT, and engender trust are vital for companies to retain a
competitive advantage.
By bringing together CSK's services with Cosmo
Securities's management resources we intend to create a revolutionary securities
company, and in doing so strengthen the business foundation and performance of
CSK Group.
We intend to use our expertise in BPO to reinforce 'customer
care' services and create new ways to supply unique services by providing
business support services that use BPO centers, contact centers and other client
services. We also plan to utilize our expertise in ITO to provide our IT
infrastructure and competitive solutions for the finance industry to create
information systems that are stable, reliable and adaptable to changes in
systems and procedures.
Other reasons for this agreement include
supporting the venture businesses that our burgeoning venture capital operations
have invested in, and using this collaboration with a securities business to
strengthen our financial services business.
IT is the platform on which
to create new financial services, and by aligning these businesses in this way
we expect to spur new developments in our financial services business.
Note: This tender offer was made following the approval of the
Board of Directors of Cosmo Securities and Cosmo Securities's largest
shareholders: Resona Bank, Ltd. and its parent company Resona Holdings Ltd.
- Outline of the tender offer
(1)Outline of company
| 1. |
Name |
Cosmo Securities Co., Ltd. |
| 2. |
Main business |
Comprehensive securities business |
| 3. |
Established |
December 1917 |
| 4. |
Address |
1-8-12, Imahashi, Chuo-ku, Osaka |
| 5. |
Representative President |
Haruhiko Moriyama |
| 6. |
Capital |
¥32.366 billion (As of September 30, 2003) |
| 7. |
Main Shareholders and percentage of shares
held |
As of September 30, 2003
| Name |
Address or location |
Number of shares held and percentage of
total shares outstanding |
| Resona Bank, Ltd. |
2-2-1, Bingomachi, Chuo-ku, Osaka |
('000 shares) 252,709 |
(%) 59.66 |
| Japan Securities Finance Co., Ltd. |
1-2-10, Kayabacho, Nihonbashi, Chuo-ku, Tokyo |
10,121 |
2.39 |
| Shinsei Bank, Ltd. |
2-1-8, Uchisaiwaicho, Chiyoda-ku, Tokyo |
8,959 |
2.11 |
| Nippon Life Insurance Company |
1-2-2, Yurakucho, Chiyoda-ku, Tokyo |
6,387 |
1.51 |
Morgan Stanley (Morgan Stanley Japan, Tokyo) |
1585 BROADWAY NEW YORK, NEW YORK 10036, U.S.A.(Ebisu Garden Place
Tower, 4-20-3, Ebisu, Shibuya-ku, Tokyo) |
3,951 |
0.93 |
| The Master Trust Bank of Japan, Ltd. (Trust account) |
2-11-3, Hamamatsucho, Minato-ku, Tokyo |
3,579 |
0.84 |
Mizuho Employee Pension Trust (Trust account for Kubota) |
Harumi Toriton Square Tower Z, 1-8-12, Harumi, Chuo-ku,
Tokyo |
3,107 |
0.73 |
UFJ Trust Bank, Limited (Trust Account A) |
1-4-3, Marunouchi, Chiyoda-ku, Tokyo |
2,688 |
0.63 |
| Nomura Shokusan Co., Ltd. |
2-1-2, Kouraibashi, Chuo-ku, Osaka |
1,780 |
0.42 |
Trust & Custody Services Bank, Ltd (Trust account B) |
Harumi Island Toriton Square Office Tower Z, 1-8-12 Harumi,
Chuo-ku,Tokyo |
1,675 |
0.40 |
| Total |
- |
294,957 |
69.63 |
| 8. |
Relationship to CSK |
There is no capital or personnel relationship with
CSK |
| (2) |
Type of securities to be purchased |
Common shares |
| (3) |
Tender offer period |
March 26, 2004 - April 15, 2004 |
| (4) |
Purchase price |
¥135 per share |
| (5) |
Basis for the valuation of the purchase price |
|
The decision to value the purchase price at ¥135 per share was
made after taking into account the multiple of the share price to the net assets
of Cosmo Securities and other securities companies, and the market price of
Cosmo Securities's shares over the last three months. |
| (6) |
Number of shares to be purchased through
offer |
210,900,000 shares |
|
Additional shares to be purchased |
0 shares |
| (7) |
Change in number of shares held following tender
offer |
|
Number of shares held prior to purchase |
0 shares |
|
Number of shares held after purchase |
210,900,000 shares (50.00% of voting rights) |
|
Should the share purchase proceed as planned, CSK will become the
largest shareholder in Cosmo Securities
| Note 1: |
The number of shares to be held after the purchase will be only the
210,900,000 shares purchased through the tender offer. |
| Note 2: |
Should the total number of shares offered be less than the number of shares
planned to be purchased, CSK will not purchase any of the shares offered. Should
the total number of shares offered exceed the number of shares planned to be
purchased, CSK will not purchase any of the excess shares. The transfer and
receipt of these excess shares and all the other settlement procedures involved
in their purchase will be carried out using pro-rata distribution as per the
terms of Article 27, Clause 13-5 of the Securities Exchange Law. |
| Note 3: |
The percentage of voting rights held has been calculated after subtracting
the 210,900,000 shares to be held by CSK following the acquisition from the
total number of shares outstanding in Cosmo Securities, excluding the shares
held by Cosmo Securities and fractions of shares. The percentage of voting
rights held has been calculated to three decimal places and rounded up or down
as appropriate. The percentage held prior to this adjustment to the third
decimal place was 49.995%. As of March 24, 2004, the number of shares
outstanding in Cosmo Securities was
423,601,993.
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|
| (8) |
Date of announcement of start of purchases |
March 26, 2004 |
| (9) |
Agent for share purchase |
Takagi Securities Co., Ltd. |
| (10) |
Capital required for purchases |
¥28.471 billion |
- Details of Cosmo Securities's agreement to this tender offer
This
tender offer has been approved by the board of directors of Cosmo
Securities.
- Forecasts
This tender offer will have no impact on CSK's financial
results for the year ending March 31, 2004.
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