TOKYO, July 20, 2004 - CSK CORPORATION ("CSK") filed a motion with the Tokyo district court for a provisional injunction against new share issuance by Bellsystem24 Inc. on July 20, 2004.
Details are as follows.
1. Counter party
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i. Name |
Bellsystem24 Inc.
Yukio Sonoyama, President |
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ii. Address |
Tokyu Building East No.3,
2-16-8 Minami Ikebukuro,
Toshima-ku, Tokyo |
2. Details of the injunction filed
The filing seeks a provisional injunction to prevent Bellsystem24 Inc. from carrying out a resolution by its board of directors on July 20, 2004 to make a third party allocation of new shares.
3. Basis for filing for a provisional injunction
CSK believes that the decision on July 20, 2004 by the board of directors of Bellsystem24 Inc. to make a third party allocation of new shares is aimed at protecting and maintaining the position of a part of the existing management team of Bellsystem24 Inc. by reducing CSK's proportionate shareholding in the company. CSK considers this to be a blatantly unfair issuance of new shares, and has therefore filed for a provisional injunction.
Unfair aspects of the proposed third party allocation of new shares include the following.
- Bellsystem24 Inc. plans to issue 5,200,000 new shares, with a total issuance value of 104.26 billion yen. Compared with the existing scope of Bellsystem24 Inc. (4,988,700 shares outstanding, with capital of 10.045 billion yen) this represents an unusually high capital increase.
- CSK is tabling a shareholders' proposal at the planned August 30, 2004 ordinary general meeting of shareholders of Bellsystem24 Inc. that includes a motion to elect directors, the majority of whom are from CSK; and the above-mentioned issue of new shares is being conducted in the middle of this process.
- The issue date of reference for Bellsystem24 Inc.'s ordinary general shareholders' meeting has purposely been set for August 6, 2004, so that the new shareholder will be able to exercise voting rights and reject CSK's above-mentioned proposal.
- There is absolutely no merit in the comprehensive business alliance announced in the Bellsystem24 Inc. business plan.
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