- February 24, 2011
- Press Release
Company Name: Capcom Co., Ltd.
Representative: Haruhiro Tsujimoto, President and COO
(Company Cord: 9697 Tokyo - Osaka Stock Exchange)
Contact: Public Relations and Investor Relations Office
Phone Number: +81-6-6920-3623
Notice about Short-form Merger with Subsidiary
The Board of Directors of Capcom Co., Ltd. (Capcom) approved a resolution on February 24, 2011 to merge with wholly owned subsidiary Daletto Co., Ltd. (Daletto) on March 28, 2011. Since this is a merger with a wholly owned subsidiary, Capcom is not disclosing every item concerning the merger.
１．Purpose and details of merger
Daletto is engaged primarily in the operation of Internet portal sites. In recent years, rapid growth in the popularity of social games has brought about a major shift in the operating environment. Capcom has decided to merge with Daletto for the purpose of overcoming the challenges posed by the new market conditions. Capcom believes that using this merger to concentrate its resources will further raise efficiency by strengthening the online business, capturing synergies and producing other benefits.
2．Summary of merger
Approval of merger contract by Board of Directors February 24, 2011
Signing of merger contract February 24, 2011
Scheduled date of merger (Effective date) March 28, 2011 (Planed)
Note: The approval of resolutions by the shareholders of Capcom and Daletto are not necessary for this merger because Capcom will use the simple-form merger procedure prescribed in Article 796 Paragraph 3 of the Company Law and Daletto will use the simple-form merger procedure prescribed in Article 784 Paragraph 1 of the Company Law.
(2) Merger method
Capcom will absorb Daletto and be the surviving company and Daletto will be dissolved.
(3) Allocations for the merger
No stock will be issued or cash or other forms of compensation allocated in conjunction with this merger because Daletto is a wholly owned subsidiary of Capcom.
(4) Treatment of stock warrants and convertible bonds of Daletto
Daletto has not issued any stock warrants or convertible bonds.
3．Outline of companies involved in merger
|Surviving company||Company to be dissolved|
|(1) Name of company||Capcom Co., Ltd.||Daletto Co., Ltd.|
|(2) Head office||3-1-3 Uchihirano-machi, Chuo-ku,
Osaka 540-0037, Japan
|2-1-1 Nishi Shinjuku,
|(3) Representative||President & COO Haruhiro Tsujimoto||President Kenkichi Nomura|
|(4) Major business segments||Planning, development and sale of home video games
1.Planning, development, manufacture and sale of home video games, mobile contents and and arcade games.
2.Management of amusement arcades
|Online Portal Site Management|
|(5) Paid-in capital||¥ 33,239 million||¥ 1,090 million|
|(6) Date of establishment||May 30, 1979||October 2, 2006|
|(7) Number of shares issued||67,723,244 shares||2,000,001,000 shares|
|(8) Fiscal term||March 31||March 31|
|(9) Name of major shareholders, number of shares held and investment ratio *1||Crossroad Limited 10.00 %
The Master Trust Bank of Japan, Ltd. (Trust Accounts) 6.92 %
Japan Trustee Services Bank, Ltd. (Trust Accounts) 5.93 %
Kenzo Tsujimoto 2.96 %
Yoshiyuki Tsujimoto 2.47 %
Haruhiro Tsujimoto 2.28 %
Ryozo Tsujimoto 2.28 %
LLC-HFS CUSTOMER SEGREGATED ACCOUNT 2.02％
NT RE GOVT OF SPORE INVT CORP P.LTD 2.00％
Japan Trustee Services Bank, Ltd.(Trust Accounts 9) 1.58%
|Capcom Co., Ltd. 100.00 %|
|(10) Results of operations and financial condition in most recent fiscal term|
|Fiscal term||Year ended March 31, 2010 (Consolidated)||Year ended March 31, 2010|
|Net assets||¥ 53,956 million||(¥ 223 million) *2|
|Total assets||¥ 86,621 million||¥ 624 million|
equity per share
|¥ 913.18||(¥ 0.11)|
|Net sales||¥ 66,837 million||¥ 885 million|
|Operating income||¥ 5,587 million||¥ 143 million|
|Ordinary income||¥ 5,530 million||¥ 133 million|
|Net income||¥ 2,167 million||¥ 89 million|
|Earnings per share
of common stock
|¥ 35.71||¥ 0.4|
1.The above information is current for Capcom as of September 30, 2010 and for Daletto as of the date of the announcement.
The investment ratios of Capcom's major shareholders are calculated after excluding the 8,636 thousand shares of treasury stock (12.75% of all shares issued) held by Capcom.
2.Daletto had negative equity on March 31, 2010 but returned to positive equity on December 31, 2010.
4．Outline of Capcom Co., Ltd. following the merger
|(1) Name of Company :||Capcom Co., Ltd.|
|(2) Head Office :||3-1-3 Uchihirano-machi, Chuo-ku, Osaka 540-0037, Japan|
|(3) Representative :||President & COO Haruhiro Tsujimoto|
|(4) Major Business Segments :||Planning, development, manufacture and sale of home video games, mobile contents and arcade games / Management of amusement arcades|
|(5) Paid-in Capital :||¥ 33,239 million|
|(6) Fiscal Term :||March 31|
This merger will have only a negligible effect on consolidated results of operations because this is a merger of Capcom and a wholly owned consolidated subsidiary.
Capcom Co., Ltd.
Public Relations Office
(Address) 3-1-3, Uchihiranomachi, Chuo-ku, Osaka, 540-0037, Japan
(Tel)+81-6-6920-3623 (Fax) +81-6-6920-5108