 |
Overview of Spinoffs at Subsidiary Impress Corporation
Tokyo, February 28, 2006 - Impress Holdings, Inc. (TSE: 9479) today announced that based on a resolution passed at an Extraordinary General Meeting of Shareholders held on Feb. 24, 2006, two companies will be newly established via spinoffs of Impress Corporation, the Impress Groupfs subsidiary for IT-related publishing, and that the name of Impress Corporation will be changed to Impress Japan Corporation. These spinoffs and the change of corporate name will be effective April 3, 2006, and are summarized below.
1. Purpose of Spinoffs
Impress Holdings will establish two new companies within the Impress Group. Impress R&D will seek to raise the Groupfs specialist capabilities in the area of information and communications technology (ICT) and to cultivate the Groupfs media development strengths. Air impress, inc. will aim to create new video media and build a new video brand in the constantly evolving market of Internet-based video media.
Impress Corporation, which has developed the Groupfs IT-related publishing business, will change its corporate name to Impress Japan Corporation and will provide a wide range of media and services, covering the latest technical information on information technology (IT), personal computers, and other digital products as well as information on how to use those products and technologies.
By restructuring as separate companies specializing in their respective fields, the Impress Group seeks to enhance its media value, while at the same time creating a robust and flexible management structure in order to provide speedy and efficient services that address the needs of customers in these increasingly segmented markets.
2. Details of Spinoffs
Impress Corporation (a 100% subsidiary of Impress Holdings), the Groupfs primary company for its publishing and media businesses in the field of information technology, and Impress Communications Corporation, will jointly establish Impress R&D as a new company via corporation separation on April 3, 2006. The new company will take over the entire operations of Impress Corporationfs Net Business Company and Impress Direct Company, and a portion of the operations of Impress Communications Corporationfs PC Soft Square business (sales of purchased merchandise).
Impress Corporation will also, on the same day, establish air impress, inc. as a new company via corporate separation. This new company will take over the entire operations of the Impress TV Company.
Impress Corporation will be renamed Impress Japan Corporation, and will continue to carry out the remaining operations not being taken over by the two newly established companies.
3. Overview of Impress R&D (to be jointly established by Impress Corporation and Impress Communications Corporation as a new company via corporate separation).
| (1) |
Schedule of spinoff from Impress Corporation |
| |
Board of directors meeting to approve corporate separation plan: |
Feb. 7 |
| |
Extraordinary general meeting of shareholders to approve corporate separation plan: |
Feb. 24 |
| |
Date of corporate separation:
|
April 3 (tentative) |
| |
Registration of corporate separation: |
April 3 (tentative) |
| (2) |
Schedule of spinoff from Impress Communications Corporation |
| |
Board of directors meeting to approve corporate separation plan: |
Feb. 7 |
| |
Extraordinary general meeting of shareholders to approve corporate separation plan:
|
Feb. 24 |
| |
Date of corporate separation:
|
April 3 (tentative) |
| |
Registration of corporate separation: |
April 3 (tentative) |
| (3) |
Method of corporate separation |
| |
Impress R&D will be established as a new company via corporate separation, jointly spun off of Impress Corporation and Impress Communications Corporation. |
| (4) |
Allocation of shares
|
|
| |
At the time of the corporate separation, the newly established company will issue 1,000 ordinary shares, of which 900 shares will be allocated to Impress Corporation, and 100 shares will be allocated to Impress Communications Corporation. |
| (5) |
Funds to be delivered for allocation |
| |
No funds will be delivered in return for the allocation of shares. |
| (6) |
Rights and obligations to be taken over by new company |
| |
The new company will take over the entire operations of Impress Corporationfs Net Business Company and Impress Direct Company, and a portion of the operations of Impress Communications Corporationfs PC Soft Square business. |
| (7) |
Prospects of paying debt obligations |
| |
It has been determined that no problems exist with regard to the prospects of repayment of the debt obligations of Impress Corporation, Impress Communications Corporation, or Impress R&D as a result of this corporate separation. |
| (8) |
Directors of Impress R&D |
|
| |
Directors: ˆä‹Ú ¹MA’†‘º Æ–¾A’†“‡ —ROAŠÖ–{ ²‘å |
| |
Corporate auditor: —é–Ø –L |
4. Overview of air impress, inc. (to be established as a spinoff of Impress Corporation).
| (1) |
Schedule of spinoff |
| |
Board of directors meeting to approve corporate separation plan: |
Feb. 7 |
| |
Extraordinary general meeting of shareholders to approve corporate separation plan: |
Feb. 24 |
| |
Date of corporate separation: |
April 3 (tentative) |
| |
Registration of corporate separation: |
April 3 (tentative) |
| (2) |
Method of corporate separation |
|
| |
Air impress, inc. will be established as a new company via corporate separation, spun off of Impress Corporation. |
| (3) |
Allocation of shares |
|
| |
At the time of the corporate separation, the newly established company will issue 1,000 ordinary shares, all of which will be allocated to Impress Corporation. |
| (4) |
Funds to be delivered for allocation |
|
| |
No funds will be delivered in return for the allocation of shares. |
| (5) |
Rights and obligations to be taken over by new company |
|
| |
The new company will take over the entire Internet video distribution operations of Impress Corporationfs Impress TV Company. |
| (6) |
Prospects of paying debt obligations |
|
| |
It has been determined that no problems exist with regard to the prospects of repayment of the debt obligations of Impress Corporation or air impress, inc. as a result of this corporate separation. |
| (7) |
Directors of air impress, inc. |
|
| |
Directors: Kazuhiko Hagiwara, Shinichi Murakami, Keiichiro Tsukamoto, ToruOgawa |
| |
Corporate auditor: Yutaka Suzuki |
5. Overview of companies involved in spinoffs
(1) Predecessor Company: Overview of Impress Corporation following spinoffs (scheduled for April 3, 2006)
1) |
Company name: |
Impress Japan Corporation |
2) |
Business: |
IT-related publishing media business, digital media and services |
3) |
Established: |
October 1, 2004 |
4) |
Head office: |
20 Sanbancho, Chiyoda-ku, Tokyo |
5) |
Executives: |
President &
Representative Director |
Yonekazu Tsuchida |
| |
|
Director |
Kunio Toshima |
| |
|
Director |
Yasumasa Ishikawa |
| |
|
Director |
Kazuhiko Yoshida |
| |
|
Director |
Hirofumi Ninomiya |
| |
|
Corporate Auditor |
Yutaka Suzuki
(Corporate Auditor, Impress Holdings, Inc.) |
6) |
Capital: |
90,000,000 yen |
7) |
Employees: |
85 |
8) |
Primary shareholder and ownership |
Impress Holdings, 100% |
(2) Predecessor Company: Overview of Impress Communications Corporation
1) |
Company name: |
Impress Communications Corporation |
2) |
Business: |
Sales of group company publications, marketing support, electronic commerce |
3) |
Established: |
May 7, 1954 |
4) |
Head office: |
20 Sanbancho, Chiyoda-ku, Tokyo |
5) |
Representative: |
Keiichiro Tsukamoto, President & CEO (President & CEO, Impress Holdings, Inc.) (*1) |
6) |
Capital: |
183,000,000 yen |
7) |
Employees: |
25 |
8) |
Primary shareholder and ownership |
Impress Holdings, 100% |
(3) Successor Company: Overview of Impress R&D (to be newly established on April 3, 2006 (tentative))
1) |
Company name: |
Impress R&D |
2) |
Business: |
ICT-related publishing and digital media, research, electronic commerce |
3) |
Established: |
April 3, 2006 (tentative) |
4) |
Head office: |
20 Sanbancho, Chiyoda-ku, Tokyo |
5) |
Representative: |
Masanobu Iseri, President & CEO (Director, Impress Holdings, Inc.) |
6) |
Capital: |
50,000,000 yen |
7) |
Shares issued: |
1,000 |
8) |
Fiscal year end: |
March 31 |
9) |
Employees: |
30 |
10) |
Primary shareholders and ownership |
Impress Corporation, 90%
Impress Communications Corporation, 10%
|
11) |
Relationship with group companies: |
| |
1)Capital: |
The new company will be a full subsidiary of Impress Holdings, Inc., the parent company of the predecessor companies. |
| |
2)Personnel: |
All employees of the new company will be transferred from the predecessor companies. |
|
3)Transactions:
|
The new company will take over all transactional relationships of the entire operations of Impress Corporationfs Net Business Company and Impress Direct Company, and a portion of the operations of Impress Communications Corporationfs PC Soft Square business.
|
12) |
Business divisions to be spun off |
|
1)ICT-related publishing and digital media, research, electronic commerce businesses
- Businesses of predecessor company Impress Corporation: Net Business Companyfs publishing and digital media businesses, Net Business Companyfs Institute of Internet Lifestyle research business, and Impress Direct Companyfs online shopping site management business
- Businesses of predecessor company Impress Communications Corporation: Electric commerce business carried out by the companyfs PC Soft Square-related businesses
|
|
2)Total sales of aforementioned businesses in two most recent fiscal years (reference)
@@
FY ending March 2005:1,334 million yen
@@
FY ending March 2004:1,626 million yen
|
|
3)Asset and Liability Items and Amounts
@@
To be decided. |
(4) Successor Company: Overview of air impress, inc. (to be newly established on April 3, 2006 (tentative))
1) |
Company name: |
Air impress, inc. |
2) |
Business: |
Internet video distribution |
3) |
Established: |
April 3, 2006 (tentative) |
4) |
Head office: |
20 Sanbancho, Chiyoda-ku, Tokyo |
5) |
Representative: |
Kazuhiko Hagiwara, President & CEO |
6) |
Capital: |
50,000,000 yen |
7) |
Shares issued: |
1,000 |
8) |
Fiscal year end: |
March 31 |
9) |
Employees: |
13 |
10) |
Primary shareholder and ownership |
Impress Corporation, 100% |
11) |
Relationship with group companies: |
| |
1)Capital: |
The new company will be a full subsidiary of Impress Holdings, Inc., the parent company of the predecessor company. |
| |
2)Personnel: |
All employees of the new company will be transferred from the predecessor company. |
|
3)Transactions: |
The new company will take over all transactional relationships of the entire operations of Impress Corporationfs Impress TV Company.
|
12) |
Business divisions to be spun off |
|
1)Internet video distribution business
@@
Operation of the Impress TV Internet video distribution site. |
|
2)Total sales of Internet video distribution business in two most recent fiscal years (reference)
@@
FY ending March 2005:227 million yen
@@
FY ending March 2004:207 million yen
|
|
3)Asset and Liability Items and Amounts
@@
To be decided. |
6. Impact on Business Results
The corporate separations will have a negligible impact on both the parent and consolidated results of Impress Holdings, Inc.
(*1) Please refer to the separate press release gDirectors of Subsidiary eImpress Communications Corporationfh for details regarding the management structure of Impress Communications Corporation.
|
|
