Notice Regarding Absorption-Type Merger (Simplified Merger and Short Form Merger) with Consolidated Subsidiary
Capcom Co., Ltd. announces that it has resolved at the Board of Directors meeting on July 28, 2017 to perform an absorption-type merger with its wholly-owned subsidiary, Capcom Mobile, Inc. (the “Merger”), on September 1, 2017. Since the Merger is with a wholly-owned subsidiary, Capcom is omitting some disclosure items and details.
1. Purpose and details of the Merger
Capcom Mobile is engaged primarily in the development and distribution of content for mobile devices. Capcom has decided to carry out the Merger with Capcom Mobile in order to increase the competitiveness of the Capcom Group. Capcom believes that integrating its Mobile Contents business will generate operational efficiencies and result in effective use of management resources.
2.Summary of the Merger
|Board of Directors Meeting to resolve the Merger||June 28, 2017|
|Conclusion date of the merger agreement||June 28, 2017|
|Effective date of the Merger||September 1, 2017 (planned)|
Note: The approval of resolutions by the shareholders of Capcom and Capcom Mobile are not necessary for the Merger because Capcom will use the simplified merger procedure prescribed in Article 796 Paragraph 2 of the Company Law and Capcom Mobile will use the short form merger procedure prescribed in Article 784 Paragraph 1 of the Company Law.
(2) Merger method
The method of the Merger is an absorption-type merger with Capcom as the surviving company. Capcom Mobile will be dissolved.
(3) Allocations for the Merger
No stock will be issued or cash or other forms of compensation allocated in conjunction with the Merger because Capcom Mobile is a wholly owned subsidiary of Capcom.
(4) Treatment of stock warrants and convertible bonds of the company to be dissolved
Capcom Mobile has not issued any stock warrants or convertible bonds.
3. Outline of companies involved in the Merger (As of March 31, 2017)
|Surviving Company||Company to be Dissolved|
|(1) Name of company||Capcom Co., Ltd.||Capcom Mobile, Inc.|
|(2) Head office||3-1-3 Uchihirano-machi, Chuo-ku,
Osaka 540-0037, Japan
|3-1-2 Otedori, Chuo-ku, Osaka, 540-0021, Japan|
|(3) Representative||Haruhiro Tsujimoto, President & COO||Manabu Seko, President|
|(4) Major business segments||The planning, development, manufacture, sale and distribution of home video games, online games, mobile content and arcade games, as well as the management of amusement arcades.||The development and distribution of content for mobile devices.|
|(5) Paid-in capital||¥ 33,239 million||¥300 million|
|(6) Date of establishment||May 30, 1979||April 19, 2011|
|(7) Number of shares issued||67,723,244 shares||3,000 shares|
|(8) Fiscal term||March 31||March 31|
|(9) Name of major shareholders and their investment ratio*1||
Note: Major shareholders excludes Capcom Co., Ltd., who holds 12,977 thousand shares of treasury stock (19.16% of shares issued).
|(10) Results of operations and financial condition in most recent fiscal term|
|Fiscal term||Year ended March 31, 2017
|Year ended March 31, 2017
|Net assets||¥77,774 million||¥369 million|
|Total assets||¥118,897 million||¥758 million|
|Net assets per share||¥1,420.64||¥123,299.89|
|Net sales||¥87,170 million||¥1,231 million|
|Operating income||¥13,650 million||¥56 million|
|Ordinary income||¥12,589 million||¥45 million|
|Net income (attributable to owners of the parent)||¥8,879 million||¥33 million|
|Net income per share||¥160.35||¥11,096.89|
4. Outline of Capcom Co., Ltd. following the Merger
The company name of Capcom Co., Ltd., the address of its head office, its representative, its major business segments, its paid-in capital and its fiscal term will not change following the Merger.
The 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.