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Comprehensive Alliance between KDDI and TEPCO Group in Telecommunication Services <Reference2>
 | Outline of Merger |
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| (1) |
Schedule of Merger
Meeting of board of directors to authorize the basic agreement: |
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October 13, 2005 |
Conclusion of the basic agreement: |
October 13, 2005 |
Meeting of board of directors to authorize the merger agreement |
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November 2005 (scheduled) |
Conclusion of the merger agreement: |
November 2005 (scheduled) |
General shareholders meeting to authorize the merger agreement (POWEREDCOM): |
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November 2005
| * |
As this merger comes under the short-form merger stipulated by Article 413.3.1 of Commercial Law, KDDI as the merging company does not hold a general meeting of shareholders for authorization of the merger agreement.
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Date of the merger: |
January 1, 2006 (scheduled) |
Date of registration of the merger: |
early January 2006 (scheduled) |
If uncontrollable circumstances should happen in the process of proceeding with procedures from now on, the above-mentioned scheduled may be changed upon consultation by the three parties concerned.
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| (2) |
Form of Merger
As for the merger between KDDI and POWEREDCOM, KDDI will be the existing company.
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| (3) |
Merger Ratio
Company name |
KDDI |
POWEREDCOM |
Merger ratio |
1 |
0.0320 |
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| (4) |
Preparation for Merger
To smoothly and speedily promote the merger operations, KDDI and POWEREDCOM form their merger preparation committee that is chaired by Masahiro Yamamoto (Executive Vice President and Member of the Board of KDDI).
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| (5) |
Outline of KDDI and POWEREDCOM
(As of March 31, 2005)
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(1) |
Company name |
KDDI Corp.
(merging company) |
POWEREDCOM Inc.
(merged company) |
(2) |
Description of business |
Telecommunications business |
Telecommunications business |
(3) |
Date of foundation |
June 1, 1984 |
March 7, 1986 |
(4) |
Address of head office |
3-2, Nishishinjuku 2-chome, Shinjuku-ku, Tokyo |
16-1, Kounan 2-chome, Minato-ku, Tokyo |
(5) |
Representative |
Tadashi Onodera, President and Member of the Board of Directors |
Shigeru Nakane, President and CEO |
(6) |
Capital |
141,851 million yen |
45,010 million yen |
(7) |
Total number of stocks issued |
4,240,880.38 |
5,840,348.33 |
(8) |
Equity capital |
1,161,250 million yen |
19,540 million yen |
(9) |
Total assets |
2,296,669 million yen |
193,612 million yen |
(10) |
Accounting period ending on |
March 31 |
March 31 |
(11) |
Number of employees |
8,384 |
1,518 |
(12) |
Major shareholders and
equity ownership |
Kyocera Corp.
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13.50%
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Toyota Motor Corp.
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11.72%
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Tokyo Electric Power Co. 83.81% |
(13) |
Main banks |
Development Bank of Japan
Mizuho Corporate Bank, Ltd.
UFJ Bank Ltd. |
Development Bank of Japan
Sumitomo Mitsui Banking Corp.
Mizuho Corporate Bank, Ltd.
Bank of Tokyo-Mitsubishi, Ltd.
UFJ Bank Ltd. |
(14) |
Relationship between KDDI and POWEREDCOM |
Capital relationship |
KDDI owns 9,897.34 shares of POWEREDCOM. |
Personal relationship |
No personal relationship |
Trade connections |
KDDI has outsourced to POWEREDCOM the circuit equipment necessary to provide telecommunications services in some sections. |
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