 |
|
|
|
|
January 27, 2003
Plaza Create Co., Ltd
|
|
Notification Concerning
Merger
|
At the Board of Directors' meeting held on January 27, 2003, the
Board of Directors of Plaza Create Co., Ltd. approved a resolution
to merge with Network Lab Ltd., a wholly owned subsidiary of Plaza
Create, to be effective on April 1, 2003.
1. Purpose of the Merger
The development of digital image technology has been accompanied
by growing cross-penetration between the photo services business
and the small-lot printing business. Plaza Create's management believes
that merging Plaza Create's main business of operating DPE shops
with Network Lab's business of planning, production, and sales for
output goods such as photograph-enhanced products and printed materials,
and developing these businesses on an integrated basis in the future,
will be the most effective consolidated management strategy. Plaza
Create will absorb and merge with Network Lab on April 1, 2003.
2. Summary of the Merger
(1) Merger
Schedule
Board of Directors' meeting to
 approve
the merger agreement
Signing of the merger agreement
General shareholders' meeting to
approve
the merger agreement
Merger date
Merger registration |
January 27, 2003
January 27, 2003
Plaza Create will not hold a shareholders' meeting, because
the transaction is a simple merger.
Network Lab February 12, 2003
April 1, 2003
April 1, 2003 |
(2) Merger Procedure
Plaza Create will complete the merger through an absorption and
merger, with Plaza Create Co., Ltd. being the surviving company.
Network Lab Ltd. will be dissolved upon completion of the merger.
By adopting the simple merger method based on Article 413-3 of the
Commercial Code, the merger will be completed without having to
obtain approval at a general shareholders' meeting as set forth
in Article 408, Paragraph 1 of the Commercial Code.
(3) Merger Ratio
The merger is a merger with a wholly owned subsidiary, and Plaza
Create will not issue new shares for the merger.
(4) Amount of Money Delivered Due to Merger
No money will be delivered due to the merger.
3. Summary of the Companies Party to the Merger
(As of September 30, 2002)
|
|
(1) Business Name
|
Plaza Create Co., Ltd.
(Merger corporation)
|
Network Lab Ltd.
(Predecessor company)
|
|
(2) Business
|
DPE shop franchise business
|
Planning, production and sales of output products such as
photo-enhanced products and printed materials
|
|
(3) Date Established
|
March 11, 1988
|
November 20, 1997
|
|
(4) Head Office
|
Ichigaya Daigo Building 6F, 1 Goban-cho, Chiyoda-ku, Tokyo,
Japan
|
1-3, 4-chome Kudan-kita, Chiyoda-ku, Tokyo, Japan
|
|
(5) Representative
|
Yasuhiro Oshima, President
|
Fumiya Imamura, President
|
|
(6) Capital
|
\1,003
million
|
\225
million
|
|
(7) Total Shares Issued
|
6,084,982 shares
|
10,000 shares
|
|
(8) Shareholdersf Equity
|
\1,138
million
|
-\372
million
|
|
(9) Total Assets
|
\15,632
million
|
\116 million
|
|
(10) Fiscal Year-End
|
March 31
|
March 31
|
|
(11) Employees
|
240
|
6
|
|
(12) Main Customer
|
Fujicolor Service Co., Ltd.
|
Shinnihon Printing Co., Ltd.
|
|
(13) Major Shareholders
(Percent of Shares Held)
|
Yasuhiro Oshima 29.63%
Fuji Photo Film Co., Ltd. 22.62%
Chubu Shashin Co., Ltd. 12.46%
|
Plaza Create Co., Ltd. 100.00%
|
|
(14) Main Banks
|
Mizuho Bank, Ltd.
UFJ Bank Limited
Mitsubishi Trust & Banking Corp.
|
Mizuho Bank, Ltd.
|
|
Capital relationship
|
Plaza Create owns all of the predecessor companyfs issued
shares.
|
|
(15) Company Relationships
|
Personnel relationship
|
Fumiya Imamura, Managing Director of Plaza Create, concurrently
serves as president of the predecessor company.
|
|
Transaction relationship
|
Plaza Create does business with the predecessor company for
products such as printed materials, etc.
|
|
| (16) Results for the Three Most Recent Fiscal
Years |
|
(Millions of yen, except where
noted)
|
|
|
Plaza Create Co., Ltd.
(Merger corporation)
|
Network Lab Ltd.
(Predecessor company)
|
|
Fiscal year
|
FY ended March 2000
|
FY ended March 2001
|
FY ended March 2002
|
FY ended March 2000
|
FY ended March 2001
|
FY ended March 2002
|
|
Revenues
|
16,707
|
17,705
|
16,420
|
363
|
215
|
190
|
|
Operating income (loss)
|
923
|
1,021
|
-34
|
-212
|
-212
|
-97
|
|
Ordinary income (loss)
|
1,181
|
1,208
|
54
|
-227
|
-214
|
-104
|
|
Net income (loss)
|
436
|
-1,168
|
-3,581
|
-191
|
-281
|
-148
|
|
Net income (loss) per share (Yen)
|
71.69
|
-192.10
|
-588.63
|
-47,210.33
|
-28,167.47
|
-14,898.08
|
|
Dividend per share (Yen)
|
15.00
|
10.00
|
-
|
-
|
-
|
-
|
|
Shareholdersf equity per share (Yen)
|
1,259.55
|
1,135.34
|
481.31
|
-31,952.76
|
-19,241.42
|
-12,202.18
|
|
| 4. Conditions after the Merger |
(1) Business
Name
(2) Business
(3) Head Office Location
(4) Representative
(5) Capital
(6) Total Assets
(7) Fiscal Year-End
(8) Effect on Operating Results |
Plaza Create
Co., Ltd.
DPE shop franchise business
Ichigaya Daigo Building 6F, 1 Goban-cho, Chiyoda-ku, Tokyo,
Japan
Yasuhiro Oshima, President
The merger will not have any effect on capital.
The effect of the merger on total assets will be immaterial.
March 31
The effect of the merger on operating results will be
immaterial.
Supplementary note: There will be no effect on consolidated
operating results, because the merger will be an absorption
and merger of a consolidated subsidiary. |
|
|
|
|
|
