新闻公告

Notice Concerning Absorption Merger with Consolidated Subsidiary

11/14/2008

■Notice Concerning Absorption Merger with Consolidated Subsidiary
At its Board of Directors meeting held today, Vector Inc. (“the Company”) decided to merge through absorption with its wholly owned consolidated subsidiary VerX Inc. (“VerX”), as described below.

■Purpose of the merger
Through this merger, the Company intends to strengthen the online game business now operated by VerX and step up an efficient use of management resources.

■Details of the merger
Schedule of the merger
Board of Directors meeting to approve the merger agreement: November 14, 2008
Signing of the merger agreement: November 14, 2008
Record date for an extraordinary general meeting of shareholders: November 30, 2008
Shareholders meeting for approval of the merger agreement: January 29, 2009 (planned)
Merger date (effective date): February 1, 2009

Merger method
The merger will be an absorption merger with the Company as the surviving company, and VerX will be dissolved.

Treatment of stock acquisition rights and bonds with stock acquisition rights
VerX has not issued stock acquisition rights or bonds with stock acquisition rights.

■Other matters
Since VerX may fall into negative net worth as of the merger date, it will hold an extraordinary general meeting of shareholders in accordance with Article 795, Paragraph 2 of the Corporate Law.

Outline of the merging companies (as of September 30, 2008)

(1) Trade name:
Vector Inc. (surviving company)
VerX Inc. (absorbed company)
(2) Main business
PC software download sales
Sales of advertisements on own website
Planning and operations of online games
(3) Establishment
February 3, 1989
May 1, 2007
(4) Head office location
8-14-24, Nishi-Shinjuku, Shinjuku-ku, Tokyo
(5) Name and title of the representative
Nobuhiro Kajinami, President & Representative Director
(6) Capital
983 million yen
100 million yen
(7) Number of outstanding shares
69,012 shares
3,550 shares
(8) Net assets
2,654 million yen
77 million yen
(9) Total assets
3,061 million yen
372 million yen
(10) Book closing date
March 31
(11) Major shareholders and percentage of shareholdings
Softbank BB Corp.: 44.3%
Nobuhiro Kajinami: 25.3%
Yahoo Japan Corp.: 10.7%
Vector Inc.: 100.0%
(7) Number of outstanding shares
69,012 shares
3,550 shares

■Status of the Company after the merger

(1) Trade name: Vector Inc.
(2) Main business: PC software download sales, planning and operations of online games, and sales of advertisements on own website
(3) Establishment: As shown in “3. Outline of the merging companies” above.
(8) Effect of the merger on business results

Although this deal is a merger with its wholly owned consolidated subsidiary VerX, the Company may post an extraordinary loss of about 110 million yen on a consolidated basis because the subsidiary’s fixed assets need to be evaluated depending on its business performance until the merger date.
Furthermore, the Company may book approximately 430 million yen in appraisal losses on equity of affiliated companies and other losses as extraordinary loss on a non-consolidated basis, depending on business performance of VerX, because the subsidiary’s shares will be re-evaluated before the merger.

新闻公告 » 2008

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