August 26, 2003
 

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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