CyberAgent Announces Corporate Separation of 'All Navi', an Information Comparison Business.Tokyo Tokyo (tō`kēō), city (1990 pop. 8,163,573), capital of Japan and of Tokyo prefecture, E central Honshu, at the head of Tokyo Bay. , Japan, Oct 10, 2006 - (JCN JCN Japan Corporate News JCN Journal of Cognitive Neuroscience JCN Journal of Cardiovascular Nursing JCN Journal of Christian Nursing JCN Job Control Number JCN Journal of Child Neurology JCN joint communications network (US DoD) Newswire) - CyberAgent A remote call center agent stationed at home or at a satellite center, who connects to the "real" call center using a PC and softphone. The key characteristic of a cyberagent is that the person's statistics, performance and real time status be completely transparent to the supervisors at (TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). :4751), a Tokyo-based leader in Internet Internet Publicly accessible computer network connecting many smaller networks from around the world. It grew out of a U.S. Defense Department program called ARPANET (Advanced Research Projects Agency Network), established in 1969 with connections between computers at the media markets, has announced that at the meeting of the Board of Directors held October October: see month. 5, 2006, the Company made the following decision to separate the information comparison business "All Navi" from the Company and transfer its business to EC Navi Company, a consolidated subsidiary of the Company, as of December December: see month. 1, 2006. 1. Purpose of Corporate Separation Through this corporate separation, we aim for the progress of management efficiency, enhancement of business performance and further business expansion by integrating our information comparison business "All Navi" into our consolidated subsidiary EC Navi Company; operating a price comparison site. 2. Outline of Corporate Separation 1) Schedule of separation -- Approval of the Board of Directors: October 5, 2006 Conclusion of corporate separation agreement: October 5, 2006 Approval of the General Meeting of Shareholders: According to according to prep. 1. As stated or indicated by; on the authority of: according to historians. 2. In keeping with: according to instructions. 3. Article 784 Section 3 of the Company Law (procedures for simplified corporate separations), the Company will conduct corporate separation without obtaining the approval of the general meeting of shareholders. Further, EC Navi Company will hold a general meeting of shareholders regarding approval of the corporate separation agreement on October 20, 2006. Date of separation (effective date): December 1, 2006 2) Separation method -- The corporate separation will be implemented through physical division method in which the Company (transferor company) will transfer the business to EC Navi Company (transferee company). 3) Allotment A portion, share, or division. The proportionate distribution of shares of stock in a corporation. The partition and distribution of land. ALLOTMENT. Distribution by lot; partition. Merl. Rep. h.t. of shares (scheduled) -- 381 shares of EC Navi Company will be issued and allotted al·lot tr.v. al·lot·ted, al·lot·ting, al·lots 1. To parcel out; distribute or apportion: allotting land to homesteaders; allot blame. 2. to the Company. 4) Rights and obligations to the transferee company -- The Company will transfer assets and contract status related to the All Navi business to EC Navi Company. With regard to employees engaged in All Navi business, employment contracts will not be carried over, however, EC Navi Company will consider aforementioned a·fore·men·tioned adj. Mentioned previously. n. The one or ones mentioned previously. aforementioned Adjective mentioned before Adj. 1. employees as transfer staff. 5) Prospects for fulfillment ful·fill also ful·fil tr.v. ful·filled, ful·fill·ing, ful·fills also ful·fils 1. To bring into actuality; effect: fulfilled their promises. 2. of obligations -- The amount of assets to be divided through this corporate separation is expected to be slight compared to the total assets before the separation and the impact on income and financial status is considered to be negligible  This article or section is written like a personal reflection or and may require .Please [ improve this article] by rewriting this article or section in an . . Therefore, it is assumed that the transferee company will be able to fulfill ful·fill also ful·fil tr.v. ful·filled, ful·fill·ing, ful·fills also ful·fils 1. To bring into actuality; effect: fulfilled their promises. 2. its obligations. 3. Contents of Business Department to be Separated 1) Contents of business department to be divided -- Information comparison business "All Navi" 2) Net sales Net Sales The amount a seller receives from the buyer after costs associated with the sale are deducted. Notes: This amount is calculated by subtracting the following items from gross sales: merchandise returned for credit, allowances for damaged or missing goods, freight of business department to be separated -- Approximately 298 million yen (Year ending September 2005) 3) Amount of succeeding assets and liabilities (forecast for November 30, 2006) -- Total assets: Approximately 38 million yen Total liabilities: None 4. Status of the Company after Corporate Separation 1) Company name/ business lines/ location of head office/ representative/ capital and accounting term -- No revision will be made due to this corporate separation. 2) Total assets -- Impact on total assets due to this corporate separation will be negligible. 3) Effect on business performance -- Effect on business performance due to this corporate separation will be negligible. 5. Overview of Relevant Companies (As of March 31, 2006) 1) CyberAgent, Inc. (Transferor Company)
Business lines Internet Media Business
Internet Advertising Agency Business
Investment and Development Business
Establishment March 18, 1998
Head office 1-12-1 Dogenzaka, Shibuya-ku,
Tokyo
Representative Susumu Fujita
Capital 6,686,609 thousand yen
Total shares issued 658,288 shares
Shareholders' equity 19,430 million yen
Total assets 25,186 million yen
Accounting term September 30
Employees 517 employees
Major customers Supplier:
Yahoo Japan Corporation
Digital Advertising Consortium Inc.
Major shareholders/ Susumu Fujita 26.05%
shareholding ratios Rakuten, Inc. 9.19%
Main banks Mizuho Bank, Ltd.
Sumitomo Mitsui Banking Corporation
2) EC Navi Company (Transferee Company)
Business lines Online Media Business
Planning and operation of price
comparison site "EC Navi"
Establishment October 8, 1999
Head office 8F Shibuya First Place Bldg. 8-16
Shinsen-cho, Shibuya-ku, Tokyo
Representative Shinsuke Usami
Capital 258,550 thousand yen
Total shares issued 20,112 shares
Shareholders' equity 1,121 million yen
Total assets 1,941 million yen
Accounting term September 30
Employees 89 employees
Major customers AD-digital, Inc.
Digital Advertising Consortium Inc.
SEPTENI Co., Ltd.
Major shareholders/ CyberAgent, Inc. 64.42%
shareholding ratios Shinsuke Usami 10.44%
Main banks Mizuho Bank, Ltd.
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
About CyberAgent, Inc. CyberAgent Inc. (TSE: 4751) is a leading on-line advertising agency and media representative company. Established in 1998, and listed on the Tokyo Mothers Exchange in 2000, the CyberAgent group is committed to contributing to a new society through its work on the internet, not only in its fields of advertising and media, but through finding promising new business, and investing aggressively in developing new business. For more information, please visit http://ir.cyberagent.co.jp/ir_e/ Source: CyberAgent, Inc. Contact: CyberAgent PR/IR Group Akiko Kashiwa Tel: +81-3-5459-0227 E-mail: kashiwa_akiko@cyberagent.co.jp Copyright [c] 2006 JCN Newswire. All rights reserved. A division of Japan Corporate News Network K.K. |
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