Notice of Business Spin-off through Demerger (Absorption-type)

Transcription

1 The following English translation is for reference purposes only, as it was originally prepared and published by the Company in ese and is qualified in its entirety by the original ese version submitted to the Tokyo Stock Exchange. Please refer to the ese version in the event of any discrepancy between the English and ese versions. Company Name: Representative: Takao Hayashi, President (Code Number: 3662) Contact: Takahiro Makino, Director, General Manager of Administration (Tel: ) August 23, 2013 Notice of Business Spin-off through Demerger (Absorption-type) (Takao Hayashi, President; the Company ) hereby announces that at a meeting of the board of directors held on August 23, 2013, the Company adopted a resolution for spinning off its business through demerger, and to transfer to each of the Company's wholly owned subsidiaries, Hikkoshi Samurai Inc., A.T.Support Inc., Ateam Lifestyle Inc., (the "Subsidiaries"). The details of this "absorption-type company spin-off" which is scheduled to be effective for October 1, 2013, is as follows. Since this demerger will take the form of a simplified absorption-type spin-off with wholly owned subsidiaries, certain disclosure items and details have been omitted in this announcement. 1. Purpose of Demerger For the efficiency of business and to accelerate decision-making, the Company decided to demerge and transfer their Moving Company Comparison business, Telephone Marketing business and Online Used Car Appraisal business, to three newly established independent operating companies, the Subsidiaries of the Company. 2. Outline of Demerger (1) Schedule of demerger Resolution of the Board of Directors concerning the absorption-type spin-off agreement: August 23, 2013 Execution of absorption-type spin-off agreement: August 26, 2013 (planned) Scheduled date of demerger (effective date): October 1, 2013 (planned) Note: Since this demerger constitutes a simplified absorption-type spin-off based on the provisions of Article 784, Paragraph 3, of the Companies Act, and a summarized absorption-type spin-off based on the provisions of Article 796, Paragraph 1, of the same Act, respectively, the requirement to obtain the approval of the Company s general meeting of shareholders will be omitted.

2 (2) Method of demerger The Company is the splitting company and the Subsidiaries are successor companies in absorption-type spin-off. (3) Allocation of shares related to demerger Since the demerger will take place between the Company and wholly owned subsidiaries, thereof, there will be no allocation of stocks in association with the demerger. (4) Treatment of Stock Acquisition Rights There will be no change to the handling of the stock acquisition rights issued by the Company in relation to the demerger. (5) Amount of increase or decrease in capital resulting from demerger There will be no increase or decrease in capital of the Company in relation to the demerger. (6) Rights and obligations to be assumed by the successor companies Successor Company Rights and obligations assumed The Company's Moving Company Comparison business Hikkoshi Samurai Inc. related assets, liabilities, rights and obligations set forth in the absorption-type company spin-off agreement The Company's Telephone Marketing business related A.T.Support Inc. assets, liabilities, rights and obligations set forth in the absorption-type company spin-off agreement The Company's Online Used Car Appraisal business Ateam Lifestyle Inc. related assets, liabilities, rights and obligations set forth in the absorption-type company spin-off agreement (7) Prospect of fulfilling liabilities The Company and the Subsidiaries determines that there will be no factors that inhibit them to fulfill their respective liabilities on or after the effective date of the demerger. 2

3 3. Company Profile (1) Company Name (Splitting company in Hikkoshi Samurai Inc. (2) Lines of business Entertainment business Lifestyle Support business Moving Company Comparison business (3) Established February 29, 2000 August 22, 2013 (4) Headquarters location (5) Representative Takao Hayashi, President Hiroyuki Kumazawa, President (6) Capital JPY523,724,000 (as of Jul 31, 2013) *Additional paid-in capital: (7) Number of shares 9,597, ,000 issued (8) Fiscal year ends July 31 July 31 (9) Major shareholders and Shareholding ratio Hayashi Kazoku Inc % Takahiro Makino 7.08% Takao Hayashi 6.43% Trustee Services Bank, Ltd. 5.82% GREE Inc. 4.04% 3

4 (1) Company Name A.T.Support Inc. Ateam Lifestyle Inc. (2) Lines of business Telephone Marketing business Online Used Car Appraisal business (3) Established August 22, 2013 August 22, 2013 (4) Headquarters location (5) Representative Hiroyuki Kumazawa, President Fumio Mase, President (6) Capital JPY10,000,000 *Additional paid-in capital: (7) Number of shares 10, ,000 issued (8) Fiscal year ends July 31 July 31 (9) Major shareholders and Shareholding ratio (10) Financial position and results of operations of the latest fiscal year Fiscal year Fiscal Year 2012 Net asset JPY1,999,439,000 Total asset JPY3,153,153,000 Net asset per share JPY Revenue JPY6,379,583,000 Operating income JPY1,070,552,000 Ordinary income JPY1,047,931,000 Net income JPY590,771,000 Net income per share JPY69.99 Note: Since the Subsidiaries established recently, there is no disclosable financial results at the moment of this announcement. 4

5 4. Overview of Business Divisions to Demerge (1) Business of divisions to demerge Successor company Hikkoshi Samurai Inc. A.T.Support Inc. Ateam Lifestyle Inc. Business (1) Moving Company Comparison business (1) Telephone Marketing business (1) Online Used Car Appraisal business (2) Financial results of operations of division that succeeds or split Division that succeeds or split Revenue (Millions of yen) Moving Company Comparison business 1,253 Telephone Marketing business 0 Online Used Car Appraisal business 1,194 (Fiscal Year 2012) (3) Items and amounts of assets and liabilities subject to demerge Successor company Assets and liabilities (millions of yen) Hikkoshi Samurai Inc. Assets: 211 Liabilities: 44 A.T.Support Inc. Assets: 18 Liabilities: 5 Ateam Lifestyle Inc. Assets: 181 Liabilities: 66 Note: Above mentioned amount is estimated based on the asset as of July 31, 2013, on the assumption to the demerger effectiveness of October 1, Expected Status after Demerger There will be no change to the Company and the Subsidiaries in their names, addresses, representatives, lines of business, capital and ends of fiscal year due to the demerger. 6. Future Prospects Impact on the consolidated results of the Company by this matter is insignificant. (For reference) Forecasts for the Fiscal Year Ended July 31, 2013 (from August 1, 2012 to July 31, 2013) (Announced as of July 16, 2013) and the Result of Fiscal Year Ended July 31, 2012 Fiscal Year 2013 Forecast Revenue Operating income Ordinary income Net income Millions of yen Millions of yen Millions of yen Millions of yen 11,000 1,802 1,802 1,050 Fiscal Year ,379 1,070 1,