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Tokyo, November 15, 2001 - At the Company's board meeting on November 15, it was decided that KDDI Corp. will merge with KDDI Winstar Co. on February 1, 2002. The merger will come into effect once KDDI Winstar has been converted into a wholly-owned subsidiary of KDDI. According to article three of section one of clause 413 of the Commercial Code, the surviving company can absorb its consolidated subsidiary without the need to obtain approval from the shareholders' meeting, and so this merger is called a simple merger.
| 1.The purpose of the merger |
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KDDI Winstar is Japan's leading provider of fixed wireless access services, which is an effective technology for providing telecommunication access lines. KDDI decided to merge with KDDI Winstar since it can leverage the FWA technology to promote broadband services, and aims to promote a system offering end-to-end lines in combination with relay stations and access lines, and taking advantage of KDDI's sales capability. |
| 2.Merger summary |
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(1) |
Merger schedule (planned) |
| Board meeting for approval of merger contract |
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Nov 15th, 2001 |
| Signing of merger contract |
Nov 21st, 2001 |
| Board meeting for approval of merger contract at KDDI Winstar |
Dec 7th, 2001 |
| Date of merger |
Feb 1, 2002 |
| Merger Registration |
Feb 1, 2002 |
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| (2) |
Method of merger |
| After the merger, KDDI will be the surviving company while KDDI Winstar will be dissolved. |
| (3) |
Merger ratio |
| No new shares will be issued. |
| (4) |
Merger subsidy |
| There will be no subsidy paid. |
| 3.Summary of the companies involved |
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Please note, the information given above is a combination of results from KDDI and au as of September 30th. The two companies merged on October 1. For KDDI Winstar, the results are as of September 30th. |
(15)Earnings performance from the last three fiscal years |
| Note: | For KDDI Winstar, fiscal year 1999 shows the company's performance from January 1999 to March 1999 due to a change in the settlement date. |
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| 4.Status after merger |
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(1) |
Company name: |
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KDDI Corp. |
| (2) |
Main business |
Type-1 telecommunications carrier |
| (3) |
Address |
2-3-2 Nishi Shinjuku,
Shinjuku-ku, Tokyo |
| (4) |
Representative |
Representative Director:
Tadashi Onodera |
| (5) |
Capital |
141 billion yen |
| (6) |
Assets |
3 trillion yen
(KDDI's assets as of October 1, and KDDI Winstar's asset as of September 30) |
| (7) |
Settlement |
March 31 |
| (8) |
Effect of merger on group performance |
This merger will have little effect on the company's overall performance. |
For reference:
KDDI merged with au on October 1.
Performance from the last three fiscal years listed below. |
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