|
[ Attachment ]
| 2.The merger of four KDD distributors |
 |
The purpose of the merger
KDDI group has been considering its businesses as a whole and promoting concentration of management resources towards core operations. Four KDD distributors have been functioning partly an alternative sales point for KDDI, however upon considering business aspects, and the merit of working together with KDDI as a group, it is decided that these four distributors are to be merged on September 26th.
|
| Merger Schedule |
|
 |
Board Meeting to Ratify Merger Contract |
July 24, 2001 |
|
Merger Contract Signing |
July 24, 2001 |
|
Shareholder Meeting to Ratify Merger Contract |
August 9, 2001 (au Co., Ltd) |
|
Merger Date |
September 26, 2001 |
|
Merger Registration |
September 26, 2001 |
| Merger Formalities |
|
|
Following the absorption of au, KDDI will remain as the existing company, whilst four distributors will be disbanded. |
|
No new stock will be issued and no new allocations will be made. |
|
There will be no merger subsidy to be paid. |
| Summary of companies involved |
|
| (1) |
Company Name |
KDDI Corporation
(to merge) |
KDD Hanbai Tokyo Chuo Co. Ltd
(to be merged) |
| (2) |
Nature of Business |
Type 1 Telecommunications Carrier |
Distributing Agent for
Telecommunications Carrier |
| (3) |
Establishment Date |
June 1, 1984 |
June 1, 1998 |
| (4) |
Headquarter Address (*1) |
3-2 Nishi-Shinjuku, 2-chome Shinjuku-ku, Tokyo |
8-1 Otemachi 1-chome Chiyoda-ku, Tokyo |
| (5) |
Representative |
Representative Director: Tadashi Onodera |
Representative Director: Akira Ishikawa |
| (6) |
Capital Stock |
141,851 million yen |
300 million yen |
| (7) |
Total Issued Stock
(face value) |
4,240,880.38 shares
(5,000 yen) |
6,000 shares
(50,000 yen) |
| (8) |
Shareholders Equity |
923,947 million yen |
322 million yen |
| (9) |
Total Asset |
2,414,088 million yen |
356 million yen |
| (10) |
Accounting Date |
March 31 |
December 31 |
| (11) |
Number of Employees |
6,812 |
20 |
| (12) |
Major Shareholders and Ration of Share |
| Kyocera |
13.5% |
| Toyota |
11.7% |
|
|
| (13) |
Major Dealing Banks |
Development Bank of Japan
Industrial Bank of Japan, Limited
Sanwa Bank, Limited |
|
Fuji Bank, Limited
Sanwa Bank, Limited
Industrial Bank of Japan, Limited
|
|
KDD Hanbai Nishi Tokyo
(to be merged) |
KDD Hanbai Minami Tokyo
(to be merged) |
KDD Hanbai Osaka
(to be merged) |
| Distributing Agent for Telecommunications Carrier |
Distributing Agent for Telecommunications Carrier |
Distributing Agent for Telecommunications Carrier |
| June 1, 1998 |
June 1, 1998 |
June 1, 1998 |
| 2-3 Niishi-Shinjuku 2-chome, Shinjuku-ku, Tokyo |
1-23 Nakameguro 2-chome, Meguro-ku, Tokyo |
2-72 Shiromi 2-chome, Chuo-ku, Osaka |
Representative Director:
Nobuhiko Oka |
Representative Director
Seiji Fukuda |
Representative Director
Koichi Kato |
| 300 million yen |
300 million yen |
300 million yen |
6,000 shares
(50,000 yen) |
6,000 shares
(50,000 yen) |
6,000 shares
(50,000 yen) |
| 318 million yen |
310 million yen |
319 million yen |
| 338 million yen |
333 million yen |
340 million yen |
| December 31 |
December 31 |
December 31 |
| 18 |
20 |
23 |
| KDDI 100% |
KDDI 100% |
KDDI 100% |
| Daiichi Kangyo Bank, Limited |
Sumitomo Mitsui Banking Corporation
Industrial Bank of Japan, Limited |
Sumitomo Mitsui Banking Corporation
Sanwa Bank, Limited |
| Note: | KDDI's status is as of March 31, 2001 and the four KDD distributors' status is as of December 31, 2000. |
| *1- |
The location of headquarters is as of April 1, 2001 |
Relations of companies involved
|
1.Capital Relations |
- KDDI holds 100% of shares issued by KDD distributors. |
| 2.Human Relations |
- No present applicable items |
| 3.Business relations |
- There are no significant dealings to be mentioned. |
The performance over the last three fiscal years
|
KDDI Corporation
(to merge) |
KDD Hanbai Tokyo Chuo |
| Fiscal Year |
Fiscal year
1998 |
Fiscal year
1999 |
Fiscal year
2000 |
Fiscal year
1998 |
Fiscal year
1999 |
Fiscal year
2000 |
Operating Revenue
(mil. yen) |
605,510 |
632,665 |
1,151,552 |
32 |
105 |
151 |
Operating Income
(million yen) |
34,787 |
62,273 |
57,010 |
-157 |
-230 |
-22 |
Ordinary Income
(million yen) |
33,648 |
58,648 |
53,064 |
-155 |
-228 |
-23 |
Net Income
(million yen) |
16,867 |
-27,509 |
26,540 |
-156 |
-228 |
-23 |
Net Income Per Share
(yen) |
7,416.01 |
-12,095.00 |
8,822.02 |
-15,919.72 |
-23,296.24 |
-3,916.64 |
Annual Dividend per Share
(yen) |
1,790 |
1,790 |
1,790 |
- |
- |
- |
Shareholder's Equity per Share
(yen) |
139,938.22 |
126,622.93 |
217,866.98 |
34,080.27 |
10,784.03 |
53,697.28 |
KDD Hanbai Nishi Tokyo Co. Ltd.
(to be merged) |
KDD Hanbai Minami Tokyo Co. Ltd.
(to be merged) |
KDD Hanbai Osaka Co. Ltd.
(to be merged) |
Fiscal year
1998 |
Fiscal year
1999 |
Fiscal year
2000 |
Fiscal year
1998 |
Fiscal year
1999 |
Fiscal year
2000 |
Fiscal year
1998 |
Fiscal year
1999 |
Fiscal year
2000 |
| 7 |
35 |
73 |
7 |
50 |
77 |
12 |
78 |
94 |
| -146 |
-254 |
-54 |
-154 |
-248 |
-59 |
-166 |
-195 |
-30 |
| -144 |
-251 |
-54 |
-152 |
-246 |
-59 |
-166 |
-194 |
-28 |
| -145 |
-251 |
-54 |
-153 |
-246 |
-59 |
-166 |
-195 |
-28 |
| -14,799.50 |
-25,714.02 |
-9,066.40 |
-15,624.25 |
-25,174.70 |
-9,933.53 |
-16,980.91 |
-19,903.77 |
-4,831.46 |
| - |
- |
- |
- |
- |
- |
- |
- |
- |
| 35,200.42 |
9,486.40 |
53,094.71 |
34,375.74 |
9,201.03 |
51,761.48 |
33,019.08 |
13,115.30 |
53,256.87 |
| Note: |
KDDI's performance for fiscal year 1998 and 1999 indicates DDI Corporation following the merger of Oct 1, 2000.
|
|
|