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Impress Holdings, Inc. Announces Reorganization of Subsidiaries
to Enhance IT News Service Business
@Tokyo, September 8, 2005 -- Impress Holdings, Inc. (TSE: 9479) -- Impress Corporation, a subsidiary of Impress Holdings, will spin off its IT News Service Business division through a corporate separation effective October 3, 2005, and the divisionfs businesses will simultaneously be taken over by the newly established Impress Watch Corporation.
1. Purpose of Reorganization
In response to the remarkable growth being experienced in the market for digital media, the Impress Group will establish a new group company for the purpose of creating new digital media and establishing a new corporate brand.
The Impress Watch web site <http://www.watch.impress.co.jp/>, the Internet site for the IT news services to be taken over by the new company, has gained the support of a large number of users as a specialized media resource in the field of information technology and consumer electronics, and is in the top class of Japanese Internet sites in terms of total monthly access with 168,698,519 page views for the month of August 2005.
By spinning off this business to a new company, the Impress Group aims to create a stronger, flexible management structure in order to provide timely and efficient services that meet the needs of customers in an increasingly segmented market.
2. Details of Reorganization
The entire operations of Impress Watch Division, which is responsible for the IT news service business of Impress Corporation, the Groupfs 100% subsidiary primarily engaged in IT-related media businesses, will be transferred to the newly established Impress Watch Corporation effective October 3, 2005.
3. Overview of Corporate Separation (Establishment of Impress Watch Corporation)
| (1) |
Schedule |
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August 23, 2005: |
Meeting of the Board of Directors to approve corporate separation plan |
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September 13, 2005: |
Extraordinary General Meeting of Shareholders to approve corporate separation plan |
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October 3, 2005 (tentative): |
Effective date of corporate separation |
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October 3, 2005 (tentative): |
Registration of corporate separation |
| (2) |
Method of Corporate Separation |
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Impress Watch Corporation will be newly established via corporate separation as a company spun off from Impress Corporation. |
| (3) |
Allotment of Shares |
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The newly established company will issue 1,000 ordinary shares of stock, all of which will be allotted to Impress Corporation at the time of the corporate separation. |
| (4) |
Cash Payment |
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There will be no cash payment as part of the corporate separation. |
| (5) |
Rights and Obligations to be Assumed by Successor Company |
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The entire IT news service business operations of Impress Corporation currently carried out by Impress Watch Division will be transferred to the new company. |
| (6) |
Performance of Obligations |
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The corporate separation is deemed as presenting no problems with regard to the expected performance of obligations to be fulfilled by Impress Corporation or Impress Watch Corporation. |
| (7) |
Directors of Impress Watch Corporation |
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Directors: |
Keiichiro Tsukamoto, Toru Ogawa, Kazuhiko Hagiwara |
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Corporate Auditor: |
Yutaka Suzuki |
4. Overview of Companies
| (1) |
Predecessor Company |
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1) Company name: |
Impress Corporation |
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2) Business: |
IT-related print media and digital media businesses |
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3) Established: |
October 1, 2004 |
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4) Head office: |
20 Sanbancho, Chiyoda-ku, Tokyo |
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5) Representative: |
Keiichiro Tsukamoto, President & CEO (President & CEO, Impress Holdings, Inc.) |
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6) Capital: |
300 million yen |
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| (2) |
Successor Company (Newly Established) |
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1)Company name: |
Impress Watch Corporation |
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2)Business: |
IT news services |
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3)Established: |
October 3, 2005 (tentative) |
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4)Head office: |
20 Sanbancho, Chiyoda-ku, Tokyo |
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5)Representative: |
Keiichiro Tsukamoto, President & CEO (President & CEO, Impress Holdings, Inc.) |
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6)Capital: |
50 million yen |
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7)Total shares issued: |
1,000 shares |
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8)Fiscal year end: |
March 31 |
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9)Employees: |
53 (tentative) |
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10) Primary shareholder and ownership: |
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Impress Corporation; 100% |
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11) Relationship with Impress Holdings, Inc.: |
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Capital: |
The new company will be a full subsidiary of Impress Holdings, Inc., the parent company of the predecessor company. |
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Personnel: |
All employees of the new company will be transferred from the predecessor company. |
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Transactions: |
All transactional relationships related to any and all operations if the IT news service business will be assumed by the new company. |
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12) Corporate Logo: |
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 |
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The image of the globe conveys two meanings - the entire world and a network - and the band across the globe symbolizes both the information that flows around the world and the networks that transmit that information. The two lines extending from the globe represent the gmediah business, which adds new value by editing, compiling, and transmitting information, and at the same time the aim of making a significant, continuous contribution to society by gsharing knowledge and excitement through innovationh through new digital media services. |
5. Business Division to be Spun Off
| (1) |
IT News Service Business |
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Operation of the gImpress Watchh IT news services Internet site. |
| (2) |
(Reference) Sales at the IT News Service Business for the past two fiscal years: |
| |
| (Unit: million yen) |
FY ending |
March 2004 |
March 2005 |
Sales |
690 |
831 |
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| (3) |
Asset and Liability Items and Amounts |
| |
To be decided. |
6. Impact on Business Results
The corporate separation will have a negligible impact on both the parent and consolidated results of Impress Holdings, Inc.
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