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TOKYO, July 30, 2004 - CSK CORPORATION ("CSK") said that today's ruling by the Tokyo District Court rejecting CSK's application for a provisional injunction against a third party allocation of new shares by Bellsystem24 Inc. is extremely unreasonable, and it has immediately filed an appeal against the decision.
In addition to filing this appeal, CSK intends to take the following legal actions against the third party allocation of new shares by Bellsystem24 Inc.:
- Filing for a provisional injunction to prohibit the exercise of voting rights
Basis for action:
Bellsystem24 Inc. has made a public notice designating August 6, 2004 as a record date for the purposes of the ordinary general meeting of shareholders scheduled for the end of August 2004, which will permit the exercise of voting rights solely of NPI Holdings, the subscriber of the newly issued shares. The adoption and publication of such record date contravenes the basic legal principle of equitable treatment of all shareholders, and significantly undermines the interest of the existing shareholders.
- Filing for a provisional injunction against illegal actions by directors
Basis for action:
- BB Call Corp., which will become a wholly-owned subsidiary of Bellsystem24 Inc. by virtue of a comprehensive business affiliation contract between Bellsystem24 Inc. and Softbank BB Corp., is to be involved in leasing operations. However, leasing operations are outside the scope of the corporate objectives as stipulated in Bellsystem24's articles of incorporation.
- Transferring ¥128 billion to Softbank BB Corp., including the more than ¥100 billion from the capital increase, will not benefit Bellsystem24 Inc. in any way, and by approving these transactions the directors of Bellsystem24 Inc. have acted in contravention of the law.
- Action for nullification of the new share issuance
Basis for action:
The new share issuance planned by Bellsystem24 Inc. contravenes the law, and the methods being used to accomplish it are extremely unfair.
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