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Tokyo January 14, 2005 - At meetings held today, the boards of directors of CSK CORPORATION ("CSK") and PLAZA ASSET MANAGEMENT CO., LTD ("Plaza Asset") resolved that Plaza Asset become a wholly owned subsidiary of CSK through a share swap, and concluded a formal share swap contract.
Following its ratification at a Plaza Asset extraordinary shareholders' meeting scheduled for February 17, the share swap is expected to take place on March 22, 2005.
- Outline of Full Take Over
CSK is proceeding with a group business restructuring with the objective of optimally allocating group business resources and has decided to make Plaza Asset a wholly owned subsidiary as part of that plan.
The objectives of making Plaza Asset a fully owned subsidiary of CSK are to speed up the decision making process at Plaza Asset, as well as providing an enhanced service to clients by improving the quality of fund planning, marketing and fund management in the context of enhanced credit worthiness from being a CSK subsidiary.
- Terms and conditions of share swap
(1)Planned share swap schedule
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Jan. 14, 2005 |
Boards approve share swap contract |
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Jan. 14, 2005 |
Share swap contract concluded |
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Feb. 17, 2005 (Scheduled) |
Extraordinary general shareholders' meeting of Plaza Asset ratifies share swap |
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Mar. 21, 2005 (Scheduled) |
Due date for submission of Plaza Asset share certificates |
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Mar. 22, 2005 (Scheduled) |
Shares swapped |
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| Notes: |
| 1. |
As per the provisions of Article 358, Clause 1 of the Commercial Code (regarding basic share exchanges,) the share swap does not require ratification at a CSK general shareholders' meeting. |
| 2. |
The abovementioned schedule may be changed if the share swap proceedings make it necessary or for other reasons following deliberation between the relevant parties. |
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(2)Calculation basis of share-swap ratio
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CSK and Plaza Asset commissioned Chuo Aoyama PricewaterhouseCoopers Financial and Risk Management Co., Ltd. (Chuo Aoyama Financial) to calculate a share swap ratio to be used as reference material in deliberations between the parties. They discussed the results of those calculations and reached the agreement below. In the event of significant changes to the condition on which calculation of the share swap ratio was based, they may agree to change the share swap ratio.
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CSK (Parent Company) |
Plaza Asset (100% subsidiary) |
| Share swap ratio |
1 |
1.2 |
1.2 common shares of CSK are therefore to be allotted against each single common share of Plaza Asset.
| Notes: |
| 1. |
Following confirmation of the assumptions with CSK and Plaza Asset, Chuo Aoyama Financial used the following basis to calculate the share swap ratio. For CSK, it used the average share price method, while for Plaza Asset the measure was the adjusted book value of net asset method, and based on these calculations a share swap ratio was calculated. Calculations by Chuo Aoyama Financial should not be considered as an expression of opinion as stipulated in the interpretation guidelines on independence issued by the Japanese Institute of Certified Public Accountants. |
| 2. |
156,360 CSK common shares will be allocated to Plaza Asset shareholders. (However, there will be no allocation of shares in respect of the 181,000 common shares of Plaza Asset that CSK plans to acquire today from its wholly owned subsidiary CSK Finance Co., Ltd.) All swap allocations will be made using treasury stock held by CSK. |
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(3)Common stock and additional paid-in capital
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Increases in the amounts of CSK's common stock and additional paid-in capital are as follows:
| * |
Common stock: |
No increase |
| * |
Additional Paid-in capital: |
Additional paid-in capital will be increased by the net asset value of Plaza Asset on the day of the share swap adjusted by the ratio of the number of shares in Plaza Asset for which CSK shares have been exchanged to the total number of issued shares in Plaza Asset, minus the total book value of CSK shares transferred to Plaza Asset. However if the above calculation does not result in an increased value there will be no increase in additional paid-in capital. |
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(4)Proceeds from share swap
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There will not be any proceeds from this share swap. |
- Outline of companies (as of September 30, 2004)
| (1)Company name |
CSK CORPORATION (Parent company) |
PLAZA ASSET MANAGEMENT CO., LTD (100% subsidiary) |
| (2)Main business |
System integration services; Systems development and consulting; Network systems development; Applications development; Component technology and tool development; Outsourcing services; Systems related hardware sales; Training services; User support services etc. |
-Investment trust management business -Marketable securities related investment advisory and discretionary investment management business (Director of Kanto Financial Bureau Registration Number 723; Minister of Finance License Number 195; Japan Securities Investment Advisers Association, Membership Number 011-00723) -Services relating to the above businesses |
| (3)Established |
October 1968 |
June 1961 |
| (4)Head office |
Minami-Aoyama 2-26-1, Minato-ku,Tokyo |
Riviera Minami Aoyama Building 4th Floor A-tower, 3-3-3, Minami Aoyama, Minato-ku, Tokyo |
| (5)Representative |
Chairman & Chief Executive Officer (CEO) Yoshito Fukuyama |
President Kazuhito Seki |
| (6)Paid-in capital |
¥69,410 million |
¥1,630 million |
| (7)Shares outstanding |
76,688,731 |
331,300 |
| (8)Shareholders' equity |
¥156,522 million |
¥1,782 million |
| (9)Total assets |
¥275,835 million |
¥2,396 million |
| (10)Fiscal year end |
March 31 |
March 31 |
| (11)Number of employees |
4,467 |
22 |
| (12)Main customers |
Nissay Information Technology Co., Ltd. (others) |
The Nomura Trust and Banking Co., Ltd (others) |
| (13)Principal shareholders and percentage held |
Japan Trustee Services Bank, Ltd. 14.89%
The Master Trust Bank of Japan, Ltd. 9.43%
OE Corporation 4.63%
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CSK Finance Co., Ltd. 58.14%
Shinsei Bank Ltd. 3.89%
Mizuho Bank Ltd. 3.89%
UFJ Bank Ltd. 3.89%
Resona Bank Ltd. 3.89%
UFJ Trust Bank Ltd. 3.89%
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| (14)Main bank |
The Sumitomo Trust and Banking Co., Ltd. (others) |
Sumitomo Mitsui Banking Corporation (others) |
| (15)Company relationship |
| Capital relationship |
Plaza Asset is a consolidated subsidiary of CSK |
| Personnel relationship |
None applicable |
| Transaction relationship |
None applicable |
- Business results for three previous fiscal years
| (1)CSK (Parent company) |
(Unit: yen, million) |
| |
Non-consolidated |
Consolidated |
| FY ended: |
March 31, 2002 |
March 31, 2003 |
March 31, 2004 |
March 31, 2002 |
March 31, 2003 |
March 31, 2004 |
| Net sales |
| 127,633 |
129,346 |
146,420 |
423,703 |
357,505 |
378,472 |
| Operating income |
10,532 |
10,205 |
7,892 |
15,394 |
22,092 |
28,290 |
| Ordinary income |
9,202 |
7,091 |
10,063 |
5,410 |
16,361 |
30,565 |
| Net income (loss) |
(29,852) |
(47,757) |
18,527 |
14,220 |
10,781 |
21,424 |
| Net income (loss) per share (¥) |
(399.63) |
(649.69) |
243.03 |
190.37 |
148.25 |
283.85 |
| Dividend per share (¥) |
12.00 |
12.00 |
15.00 |
-- |
-- |
-- |
| Shareholders' equity per share (¥) |
2,027.40 |
1,281.46 |
1,614.44 |
1,269.12 |
1,237.10 |
1,702.47 |
| (2)Plaza Asset (100% Subsidiary) |
(Unit: yen, million) |
| |
Non-consolidated |
| FY ended: |
March 31, 2002 |
March 31, 2003 |
March 31, 2004 |
| Net sales |
601 |
132 |
76 |
| Operating income |
(513) |
(587) |
(488) |
| Ordinary income |
(246) |
(530) |
(563) |
| Net income (loss) |
657 |
(564) |
(673) |
| Net income (loss) per share (¥) |
2,113.34 |
(1,812.52) |
(2,163.60) |
| Dividend per share (¥) |
-- |
-- |
-- |
| Shareholders' equity per share (¥) |
10,028.33 |
8,276.47 |
6,243.32 |
- Situation following share transfer
| (1) |
There are currently no plans to change the companies' names, business, or head offices as a result of the share transfer.
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| (2) |
Impact on CSK's consolidated results |
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Plaza Asset is already consolidated subsidiary of CSK so there will be no significant impact on the consolidated results as a result of this share swap. |
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