Information Services International-Dentsu, Ltd. (ISID)
Representative: Jutaro Takinami, President & CEO
(Code 4812, TSE)
Inquiry: Kenji Ryu, Executive Director
(Phone: 03-3228-6160)
Announcement of Merger of Subsidiary
At the Company's board meeting on August 26, it was decided that Information
Services International-Dentsu, Ltd. (ISID, head office: Nakano-ku, Tokyo,
Representative: Jutaro Takinami, President & CEO) will absorb its wholly-owned
subsidiary, Account One Corporation by a merger effective on October 31,
2003.
1. Background and purpose of the merger
ISID has decided to absorb Account One Corporation
by a merger effective on October 31, 2003. Account One has been providing
"account aggregation service" which enables individuals to collect and
see various contents on Internet requiring each own IDs and/or passwords
on the same screen, such as account information of Internet banking.
We believe that account aggregation is an important infrastructural
element that improves the conveniences enjoyed by our modern Internet society.
However, in the interest of expanding this service further, we came to
the conclusion that it would be more effective to provide comprehensive
consulting service as one of contents provided in conjunction with development
of large new Internet sites by working within the Financial Industry Business
Operations than continuing with the Account One account aggregation business
on its own.
We are also pursuing plans that will help cut the cost
of account aggregation system management and administration.
2. Conditions of the merger, etc
(1) Schedule of the merger
August 26, 2003 (Tuesday)
Board meeting to approve merger agreement
August 26, 2003 (Tuesday) Conclusion
of merger agreement
September 16, 2003 (Tuesday) Shareholders meeting to approve
merger agreement
(Account One Corporation)
October 31, 2003 (Friday)
Effective date of merger
October 31, 2003 (Friday)
Official registration of merger
(2) Method of the merger
ISID, as an ongoing concern, shall absorb Account
One, which shall be subsequently dissolved. Pursuant to the provisions
of Clause 3 of Article 413 of the Commercial Code of Japan, ISID shall
perform the merger with Account One without the approval of the merger
agreement by its shareholders.
(3) Merger ratio
Due to the fact that Account One is a wholly-owned
subsidiary of ISID, there shall be no issuance of new shares nor increase
of share capital.
(4) Merger subsidy
There shall be no subsidy paid.
3. Summary of parties (As of
March 31,2003)
| (1)Trade name |
Information Services
Internationl-Dentsu, Ltd. |
Account One Corporation |
| (2)Field of business |
Development of information
systems and sales of software products |
Provision of account
aggregation service |
| (3)Date of incorporation |
December 11, 1975 |
August 1, 2001 |
| (4)Location of head office |
4-11-10, Nakano, Nakano-ku,
Tokyo |
2-21-6, Hacchobori,
Chuo-ku, Tokyo |
| (5)Representative |
Jutaro Takinami, President
& CEO |
Shinsuke Hisanaga, President |
| (6)Share capital |
JPY 8,180 million |
JPY 480 million |
| (7)Total number of shares
issued and outstanding |
32,591,240 shares |
9,600 shares |
| (8)Shareholders' equity |
JPY 30,507 million |
JPY 8 million |
| (9)Total assets |
JPY 45,170 million |
JPY 424 million |
| (10)Date of settlement |
March 31 |
March 31 |
| (11)Number of employee |
773 |
7 |
| (12)Major customers |
Manufacturing, financial,
distribution and service companies in Japan, and Denstu, Inc. |
Information Services
International-Dentsu, Ltd. |
| (13)Major shareholders
and shareholding ratios
(As of August 1,2003) |
Dentsu, Inc. 61.8% |
Information Services
International-Dentsu, Ltd. 100% (*1) |
| (14)Main banks |
Mizuho Corporate Bank,
Ltd.
The Bank of Tokyo-Mitsubishi, Ltd. |
The Bank of Tokyo-Mitsubishi,
Ltd. |
*1 Account One Corporation was initially set up as a joint
venture by three firms: Hitachi, Ltd., Softbank Technology Holdings Corp.
and ISID. However, Account One is now a wholly owned subsidiary of ISID,
which acquired Softbank's equity stake in March 2003 and Hitachi's stake
in June 2003.
(15)Business results for the most recent three years
(unit: million yen)
| |
Information Services International-Dentsu,
Ltd.
|
Account One Corporation
|
| Fiscal year ended on |
2001/3/31
|
2002/3/31
|
2003/3/31
|
2001/3/31
|
2002/3/31
|
2003/3/31
|
| Sales |
52,185
|
57,204
|
54,331
|
-
|
37
|
294
|
| Operating income |
4,380
|
4,247
|
£1,198
|
-
|
£178
|
£284
|
| Ordinary income |
4,353
|
4,424
|
£1,062
|
-
|
£183
|
£287
|
| Net income |
2,170
|
1,452
|
£1,178
|
-
|
£184
|
£287
|
| Net income per share (yen) |
165.03
|
89.12
|
£36.17
|
-
|
£19,167.15
|
£29,965.33
|
| Dividends per share (yen) |
20.00
|
20.00
|
20.00
|
-
|
-
|
-
|
| Shareholders' equity per
share (yen) |
2,095.62
|
1,957.10
|
936.24
|
-
|
£30,832.85
|
£867.52
|
-
ISID implemented a 1.1-for-1 stock split on August 20, 2001 and a 2-for-1
stock split on November 20, 2002.
-
Account One had an eight-month business term in the year ended March 2002
because it was established on August 1, 2001.
4. Circumstances after the merger
(1) Trade name
Information Services International-Dentsu, Ltd.
(2) Field of business
Development of information systems, Sales of software products
(3) Location of head office
4-11-10 Nakano, Nakano-ku, Tokyo
(4) Representative
Jutaro Takinami, President & CEO
(5) Share capital
Upon this merger the amount of share capital shall not change.
(6) Total assets
This merger will not have a material impact on total assets.
(7) Date of settlement
March 31
(8) Effect on business results This merger
will not have a material impact on ISID's consolidated
business results forecast.
| [Remarks about this press release]
In case where the information contained in these documents falls within
the definition of "Material Information" under the Securities and Exchange
Law of Japan, Article 166, Paragraph 2, if you read these documents before
the time of "Publication" (which is defined under the Securities and Exchange
Law of Japan and the Enforcement Ordinance, Article 30, as twelve hours
after release; i.e. approximately 3:00 a.m. on August 27, 2003 [JST]),
you and other persons who come to know the contents of these documents
may be prohibited from purchasing, selling or making other transactions
of ISID's stocks or other securities before the time of Publication. |
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|(C)Copyright:2003
ISID, LTD. All Rights Reserved |
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