Konami Grp Corp Regulatory News (KNM)

8 Mar 2006 07:01

Konami Corporation08 March 2006 The following amendment has been made to the Re Alliance announcement released on 07 March 2006 at 07:18 under RNS No 3985Z. (DETAIL CHANGE). 5. Number of shares owned around the Time of the Sales and Sales Price Corrected from (Acquisition price 59.93 million yen), Corrected to (Acquisition price 5,993 million yen) All other details remain unchanged. The full amended text is shown below March 7, 2006 FOR IMMEDIATE RELEASE KONAMI CORPORATION Kagemasa Kozuki Chairman of the Board and CEO Ticker 9766 at TSE1 Contact: Noriaki Yamaguchi Executive Vice President and Chief Financial Officer Tel: +81-3-5220-0573 Announcement on Acquisition of Resort Solution Shares and Business Alliance KONAMI CORPORATION ("Konami") announced that, pursuant to resolutions adopted atmeeting of the Board of Directors of Konami, held on March 7, 2006, Konamiconcluded a stock subscription agreement with Nomura Principal Finance Co., Ltd.("Nomura") to acquire some of the shares of common stock of RESORT SOLUTIONCO.,LTD. ("Resort Solution") owned by Nomura. In addition to the shareacquisition, Konami concluded an alliance agreement to develop mutual businessesfor both Resort Solution and Konami Group as follows. 1. Objective of Acquiring shares and business alliance Konami decided to acquire 11,329,000 shares of Resort Solution (Approximately20% of outstanding shares of Resort Solution) for cash at March 10, 2006,pursuant to the stock subscription agreement concluded between Nomura andKonami. This share acquisition is aimed at achieving a smooth business alliancebetween the Konami group and Resort Solution, and to contribute to the businessdevelopment of the two companies. Konami entered into the contracts to establishthe basic terms for a future business alliance. The detailed terms and contentof the business alliance going forward will be determined through additionaldiscussions between Konami and Resort Solution. 2. Outline of the business alliance (1) The joint development of facilities by Konami Sports Corporation and Resort Solution. (2) The joint management of facilities or mutual consignment by both companies. (3) Sharing facilities to allow members of either company's facilities to use all facilities. (4) Development of commodities and services for active seniors. (5) Development of facilities reservation services on the Internet Revolution Inc. portal site. 3. Summary of Resort Solution (1) Registered name Resort Solution Co.,Ltd. (2) Main Business Management and development, etc. of golf courses, hotels, and resort facilities. (3) Date of incorporation February 27, 1931 (4) Location of head office 6-24-1, Nishi Shinjuku, Shinjuku-ku, Tokyo (5) Representative Hideaki Hirata, Representative Director and President (6) Securities exchange Listed in the 1st section of Tokyo Stock Exchange (7) Sales revenue 21,636 million yen (Year ended March 31, 2005) (8) Capital 3,948 million yen ( As of March 31st, 2005) (9) Total asset 27,979 million yen (As of March 31st, 2005) (10) Fiscal year end March 31 (11) Number of employees 342 ( As of March 31st, 2005) (12) Major shareholders: Nomura Principal Finance Co., Ltd: 18.90 million shares (33.3%) (before acquisition) Mitsui Fudosan Co., Ltd. 18.79 million shares (33.1%) Misawa Capital Co., Ltd 3.31 million shares (5.8%) (13) Relation to Konami N/A 4. The counterparty the shares acquired from(1) Registered name Nomura Principal Finance Co.,Ltd. (2) Representative Akira Maruyama (3) Location of head office Chiyoda-ku, Tokyo (4) Main business Investment company (5) Relation to Konami N/A 5. Number of shares owned around the Time of the Sales and Sales Price (1) Number of Shares Owned before the Acquisition 0 shares (Ownership ratio 0%) (2) Number of Shares Acquired 11,329,000 shares (Acquisition price 5,993 million yen) (3) Number of Shares Owned after the Acquisition 11,329,000 shares (Ownership ratio 20%) 6. Schedule of Acquisition March 7, 2006 Signing share purchase agreement March 10, 2006 Closing and settlement of sale Results for the last three fiscal years (1) KONAMI CORPORATION (Unit: million yen) Non-consolidated Consolidated (U.S.GAAP) Fiscal Year March 31, March 31, March 31, September March 31, March 31, March 31, September 2003 2004 2005 30, 2005 2003 2004 2005 30, 2005 Net sales 130,186 146,654 134,117 51,016 253,657 273,412 260,691 111,870 Operating 11,577 13,303 4,261 5,179 (21,870) 40,713 28,136 7,462 income Ordinary 13,068 16,910 13,447 9,408 (22,096) 40,107 27,442 14,335 Income* Net income (11,284) 10,381 12,794 11,197 (28,519) 20,104 10,486 6,964 Net income (92.82) 83.71 105.33 85.93 (234.58) 166.86 87.41 53.45 per share Annual dividend 54.00 54.00 54.00 27.00 - - - - per share (interim) Shareholders' 872.38 894.08 931.24 1,147.20 750.35 847.66 885.97 1,027.32 equity per share * Net Income before income taxes with U.S GAAP (2) RESORT SOLUTION CO.,LTD. (Unit: million yen) Non-consolidated Consolidated Fiscal Year March 31, March 31, March 31, September March 31, March 31, March 31, September 2003 2004 2005 30, 2005 2003 2004 2005 30, 2005 Net sales 25,937 22,435 16,557 9,636 28,957 27,910 21,636 12,374 Operating 517 680 768 561 852 1,001 1,007 557 Income Ordinary 495 605 753 556 709 901 958 575 income Net income 62 477 300 282 216 500 446 261 Net income 1.44 8.25 5.13 4.99 4.98 8.66 7.71 4.63 per share Annual dividend 3 5 5 - - - - - per share Shareholders' 113.56 121.89 119.17 119.15 91.68 100.42 100.28 100.04 equity per share Future forecast Resort Solution will be accounted for by the equity method after the shareacquisition. The influence on our operating results by the business alliance hasnot been determined at the present stage. Cautionary Statement with Respect to Forward-Looking Statements: Statements madein this document with respect to our current plans, estimates, strategies andbeliefs, including the above forecasts, are forward-looking statements about ourfuture performance. These statements are based on management's assumptions andbeliefs in light of information currently available to it and, therefore, youshould not place undue reliance on them. A number of important factors couldcause actual results to be materially different from and worse than thosediscussed in forward-looking statements. Such factors include, but are notlimited to: (i) changes in economic conditions affecting our operations; (ii)fluctuations in currency exchange rates, particularly with respect to the valueof the Japanese yen, the U.S. dollar and the Euro; (iii) our ability to continueto win acceptance of our products, which are offered in highly competitivemarkets characterized by the continuous introduction of new products, rapiddevelopments in technology and subjective and changing consumer preferences;(iv) our ability to successfully expand internationally with a focus on ourvideo game software business, card game business and gaming machine business;(v) our ability to successfully expand the scope of our business and broaden ourcustomer base through our exercise entertainment business; (vi) regulatorydevelopments and changes and our ability to respond and adapt to those changes;(vii) our expectations with regard to further acquisitions and the integrationof any companies we may acquire; and (viii) the outcome of contingencies. 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