March 29, 2004
 

Information Services International-Dentsu, Ltd. (ISID) 
Jutaro Takinami, President and CEO 
(Stock Code 4812 TSE) 
Contact: Kenji Ryu, Executive Director 
 (Tel: 03-3228-6160)
 

Notice of Merger of Subsidiary
    Notice is hereby given that it was decided at the Board of directors' Meeting held on March 29, 2004 that ISID Horizon, Inc. a wholly owned subsidiary of ISID, is to be merged by ISID with effect from July 1, 2004.

This merger will take place by way of "simple merger" procedures.

Details

1. Significance of Merger

  ISID Horizon was established on April 1, 2002 as the only Back-office Administration Company within the ISID Group for the purpose of undertaking information system development, operation and maintenance within the Group and centralized administration staff services on commission orders. 
  By centralizing and reinforcing the administration staff, the aim was to avoid enlargement of administrative staff in proportion to the business growth and increase in the number of ISID Group companies. In the face of the recent changes in the business climate, the business growth potential of ISID Horizon has been reviewed, and was decided that optimization of administrative division requires reconsideration. 
  Dentsu, our parent company has established companies such as Dentsu Management Services Inc. , to provide shared services. ISID, as a member of the Dentsu Group, will consider the use of the shared services available in the Dentsu Group with pursue economic efficiency.

2. Details of Merger 

(1) Timetable for Merger

March 29 (Monday), 2004: Board of Directors' Meeting Approving the Merger Agreement

March 29(Monday), 2004: Signing of the Merger Agreement

April 13 (Tuesday), 2004: General Shareholders' Meeting Approving the Merger Agreement (ISID Horizon Inc.)

July 1 (Thursday), 2004: Date of Merger

July 1 (Thursday), 2004: Registration of Merger

 (2) Form of Merger
The merger will take place in the form of a takeover by retaining Information Services International-Dentsu, Ltd., Inc. while ISID Horizon will be dissolved. This merger will take place as a simple merger without the approval of the general shareholders' meeting of the company.

(3) Equity Interest after Merger
The Company will own all shares issued by ISID Horizon. As a result, there will be no issue of new shares or an increase in capital.

(4) Merger Support Fund
No merger support fund will be payable.

3. General Profile of the companies privy to the merger 

As of March 31, 2003


 
(1) Registered company name (Company taking over)

Information Services International-Dentsu, Ltd.

 (Company taken over)

ISID Horizon, Inc.
(2) Nature of Business Information system configuration, computer/software sales Providing special staff services for back-office work, including general affairs/personnel/accounting/purchasing/information system and sales support within the ISID group.
(3) Dated established December 11, 1975 April 1, 2002
(4) Registered head office premises 4-11-10 Nakano, Nakano-ku, Tokyo  4-11-10 Nakano, Nakano-ku, Tokyo
(5) Representative President and Chief Executive Officer: Jutaro Takinami President and Chief Executive Officer: Tatsuo Otake
(6) Capitalization Fund 8,180 million yen 300 million yen
(7) Total number of issued shares 32,591,240 6,000
(8) Shareholders' Capital 30,507 million yen 410 million yen
(9) Total Assets 45,170 million yen 1,084 million yen
(10) Financial Term March 31 March 31
(11) Number of Employees 773 138
(12) Main customers Domestic manufacturing companies, financial institutions, distribution and service sector, Dentsu, Inc. Information Services International-Dentsu, Ltd.
(13) Major Shareholder and Equity Share (As of August 1, 2003) DENTSU INC. 61.8% Information Services International-Dentsu, Ltd. 100%
(14) Main Bankers Mizuho Corporate Bank, Ltd.

The Bank of Tokyo-Mitsubishi, Ltd.

 Mizuho Corporate Bank, Ltd.

  
(15) Results for the last three terms
 
(Company taking over)

Information Services International-Dentsu, Ltd.

 (Company taken over)

ISID Horizon, Inc.
Financial Term
March

2001
March

2002
March

2003
March

2001
March

2002
March

2003
Net Sales
52,185
57,204
54,331
    -
-
1,953
Operation Income/Loss
4,380
   4,247
▲1,198
    -
-
213
Ordinary Income/Loss
4,353
4,424
▲1,062
    -
-
213  
Net Income/Loss
2,170
1,452
▲1,178
    -
-  
110
Earning per share (¥)
165.03
89.12
▲36.17
    -
-
18,387.78
Total annual dividend per share(¥)
20.00
20.00
20.00
    -
    -
    -
Shareholders' equity per share (¥)
2,095.62
1,957.10
936.24
    -
-
68,387.78

* Information Services International-Dentsu, Ltd. had implemented, with effect from August 20, 2001, a division of shares so that 1 share becomes 1.1 shares and from November 20, 2002 a division of share took effect so that 1 share became 2 shares.

4. Situation after Merger

  1. Registered company name: Information Services International Dentsu, Ltd. 
  2. Nature of Business: Information system configuration, computer/software sales
  3. Registered head office premises: 4-11-10 Nakano, Nakano-ku, Tokyo 164-8520, Japan 
  4. Representative: Jutaro Takinami, President and Chief Executive Officer 
  5. Capitalization Fund: No increase in capitalization fund in connection with the merger
  6. Total assets: The merger will have a very minor impact on assets. 
  7. Financial Term: March 31
  8. Impact on Business Results: The merger will have a very minor impact on business results.

 

                

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