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[ Attachment ]
| 1.Merger of au Co. Ltd. and its purpose |
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Through its 'Mobile and IP' strategy, KDDI has focused on actively providing service for the wireless and Internet markets through its au mobile services, and its Internet Protocol services. So far, au mobile services has been provided by KDDI Corporation and au Corporation except for its operations in Okinawa. However, KDDI has decided to absorb au Co.Ltd. from October 1, in order to provide more flexible and prompt action following the drastic changes inherent in the mobile phone business such as introduction of next generation services. This will allow KDDI to concentrate its resources and strengthen its management base.
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| Merger Schedule |
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Board Meeting to Ratify Merger Contract |
July 24, 2001 |
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Merger Contract Signing |
July 24, 2001 |
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Shareholder Meeting to Ratify Merger Contract |
August 9, 2001 (au Co., Ltd) |
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Merger Date |
October 1, 2001 |
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Merger Registration |
October 1, 2001 |
| Merger Formalities (Notes) |
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Following the absorption of au, KDDI will remain as the existing company, whilst au will be disbanded. |
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No new stock will be issued and no new allocations will be made. |
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There will be no merger subsidy to be paid. |
| Summary of Companies Involved as of March 31, 2001 |
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| (1) |
Company Name |
KDDI Corporation (to merge) |
au Corporation. (to be merged) |
| (2) |
Nature of Business |
Type 1 Telecommunications Carrier |
Type 1 Telecommunications Carrier |
| (3) |
Establishment Date |
June 1, 1984 |
June 1, 1987 |
| (4) |
Headquarter Address
(*1) |
2-3-2 Nishi-Shinjuku, Shinjuku-ku, Tokyo |
Umeda Center Bldg. 2-4-12 Nakazaki-nishi, Kita-ku, Osaka |
| (5) |
Representatives |
Representative Director: Tadashi Onodera |
Representative Director: Toshio Okihashi |
| (6) |
Capital Stock |
141,851 million yen |
3,684 million yen |
| (7) |
Total Issued Stock |
4,240,880.38 shares
(5,000 yen) |
73,680.15 shares
(50,000 yen) |
| (8) |
Shareholder's Equity |
923,947,000,000 yen |
127,930,000,000 yen |
| (9) |
Total Assets |
2,414,088,000,000 yen |
796,893,000,000 yen |
| (10) |
Accounting Date |
March 31 |
March 31 |
| (11) |
Number of Employees |
6,812 |
2,277 |
| (12) |
Major Shareholders and the Ratio of Shares |
| Kyocera Corporation |
13.5% |
| Toyota Corporation |
11.7% |
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| (13) |
Major Dealing Banks |
Development Bank of Japan
Industrial Bank of Japan, Limited
Sanwa Bank, Limited
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Development Bank of Japan
Sanwa Bank, Limited
Industrial Bank of Japan, Limited
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| (14) |
Relations of Companies Involved |
| 1) |
Capital Relations - KDDI holds 100% of au issued stocks. |
| 2) |
Human Relations - 2 of KDDI's board members are concurrently au board members |
| 3) |
Business relations - 20.9% of KDDI's revenues comes from au operations. |
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| *1- |
The location of headquarters is as of April 1, 2001 |
| Performance over the last three fiscal years |
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KDDI Corporation (to merge) |
au Corporation (to be merged) |
| Accounting Term |
Fiscal year
1998 |
Fiscal year
1999 |
Fiscal year
2000 |
Fiscal year
1998 |
Fiscal year
1999 |
Fiscal year
2000 |
Operating Revenues
(million yen) |
605,510 |
632,665 |
1,151,552 |
274,560 |
288,031 |
519,134 |
Operating Income
(million yen) |
34,787 |
62,273 |
57,010 |
23,434 |
1,479 |
13,999 |
Ordinary Income
(million yen) |
33,648 |
58,648 |
53,064 |
21,849 |
19 |
10,585 |
Net income
(million yen) |
16,867 |
-27,509 |
26,540 |
13,531 |
-938 |
7,799 |
Net Income per Share
(yen) |
7,416.01 |
-12,095.00 |
8,822.02 |
338,294.16 |
-23,452.14 |
105,853.57 |
Annual Dividend per Share
(yen) |
1,790 |
1,790 |
1,790 |
5,000 |
5,000 |
- |
Shareholder's Equity per Share
(yen) |
139,938.22 |
126,622.93 |
217,866.98 |
1,970,347.87 |
1,991,643.96 |
1,736,301.09 |
| Note: KDD's performance for fiscal years 1998 and 1999 includes DDI Corporation following the merger of Oct 1, 2000. au's performance for fiscal year 1998 and 1999 includes Kansai Cellular Telephone Corporation following the merger of Nov 1, 2000. |
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