(Translation)
December 16, 2009
Dear Sirs,
Name of Company:
SEGA SAMMY HOLDINGS INC.
Name of Representative:
Hajime Satomi, Chairman, President and Representative Director (CEO)
(Code No. 6460, Tokyo Stock Exchange 1st Section)
Further Inquiry:
Koichiro Ueda, General Manager of Group Communications Office (TEL: 03-6215-9955)
Notice of Sale of Shares in Subsidiary by the Company’s Subsidiary (Sammy NetWorks Co., Ltd.),
Recording of Extraordinary Losses and Adjustment to the Forecasts of
Whole-Year Operating Results for the Year Ending March 31, 2010
Notice is hereby given that Sammy NetWorks Co., Ltd., a subsidiary of SEGA SAMMY
HOLDINGS INC. (the “Company”), made an announcement concerning the sale of shares in a subsidiary, recording of extraordinary losses and adjustment to the forecasts of whole-year operating results for the year ending March 31, 2010 publicized on April 28, 2009, as described in the attachment hereto.
These events will have no significant effect on the Company’s operating results and no
adjustment will be made to the forecasts of the Company’s operating results of the Company.
Attached material: Press release of Sammy NetWorks Co., Ltd.
“Notice of Sale of Shares in Media-Trust Co., Ltd. (Consolidated Subsidiary),
Recording of Extraordinary Losses and Adjustment to the Forecasts of Whole-Year Operating Results for the Year Ending March 31, 2010”
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(Translation)
December 16, 2009
Dear Sirs,
Name of Company:
Sammy NetWorks Co., Ltd.
Name of Representative:
Masaaki Ono, President and Representative Director (CEO)
(Code No. 3745, Tokyo Stock Exchange Mothers Market)
Further Inquiry:
Kiyohumi Sakino, Executive Vice President and Corporate General Manager (TEL: 03-5414-3030)
Notice of Sale of Shares in Media-Trust Co., Ltd. (Consolidated Subsidiary),
Recording of Extraordinary Losses and Adjustment to the Forecasts of
Whole-Year Operating Results for the Year Ending March 31, 2010
Notice is hereby given that Sammy NetWorks Co., Ltd. (the “Company”), at the meeting of its
Board of Directors held on December 16, 2009, adopted a resolution to withdraw from the solutions business and sell all of its shares in Media-Trust Co., Ltd. (consolidated subsidiary), as described below.
Description
1. Reason for sale of shares
The Company made Media-Trust Co., Ltd. a consolidated subsidiary in October 2006 for the
purpose of entering and expanding into a new business realm (solutions business) and strengthening engineering planning, development and operating systems regarding mobile and PC contents.
However, the Group’s solutions business, to which Media-Trust Co., Ltd. belongs, has
recorded operating losses for the third consecutive fiscal year, partly due to the amortization of goodwill, and yet again recorded operating losses for the current first half due to the severe market environment.
The Company decided to sell all of its shares in Media-Trust Co., Ltd. after comprehensively
considering that the market environment is expected to remain severe hereafter, and that it has become difficult to expect future synergistic effects with the Group.
2. Outline of subsidiary being transferred
(1)
Trade name
Media-Trust Co., Ltd.
(2) Location
Chiyoda-ku,
Tokyo
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(3) Name/position
of
representative
Masanobu Kondo, President and Representative Director
(4)
Contents of business IT outsourcing and operating business, business consulting
(5) Capital
¥368.5
million
(6)
Establishment
April 15, 1996 Sammy NetWorks Co., Ltd. (62.4%)
(7) Principal
shareholders and shareholding ratios
Masanobu Kondo (24.1%)
C
Relationship with the concerned company
apital relationship
The Company’s consolidated subsidiary
Personnel relationship
Directors serving concurrently
(8)
Business relationship
There is no significant business relationship.
(9)
Operating results and financial condition for recent business years
(Unit: million yen unless otherwise indicated)
Business year
Year ended March
2008
Year ended March
2009
Year ending March
2010 (first half)
Net Assets
259
269
169
Total Assets
1,063
1,127
975
Net Assets Per Share (yen)
9,527
9,893
6,209
Net Sales
1,716
1,701
560
Operating Income
9
13
(47)
Ordinary Income
7
10
(49)
Net Income (Loss)
(128)
9
(100)
Net Income Per Share (yen)
(4,723)
366
(3,684)
Dividend Per Share (yen)
-
-
-
3. Outline of purchaser of shares (1) Name
Masanobu Kondo
(2) Location
Toshima-ku, Tokyo
(3) Relationship with the concerned company
Representative director of the Company’s consolidated subsidiary Media-Trust Co., Ltd.
4. Number of shares to be sold, sales price and number of shares held before and after the sale
Number of shares before the transfer
16,983 shares (Number of voting rights: 16,983) (Shareholding ratio: 62.4%)
Number of shares to be sold
16,983 shares (Number of voting rights: 16,983) (Sales price: 16,983 yen)
Number of shares after the transfer
0 shares (Number of voting rights: 0) (Shareholding ratio: 0%)
5. Schedule
(1) Resolution of the Board of Directors
December 16, 2009
(2) Effective date for the share transfer
December 16, 2009
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6. Recording of extraordinary losses and future outlook (1) Recording of extraordinary losses
As indicated in “1. Reason for sale of shares”, the Company has resolved to withdraw from the
solutions business and sell all of its shares in Media-Trust Co., Ltd.
Given that the net assets of Media-Trust Co., Ltd. on a consolidated basis after recording mark
to market valuation within the Group showed an excess of liabilities over assets, and that recovery cannot be expected for the foreseeable future due to the deterioration of the market environment, the sales price of shares was set at one yen per share.
The terms and conditions of the sale have been determined with the help of external experts.
(i) Consolidated The Company expects to record ¥693 million in extraordinary losses as losses from liquidation of the subsidiary due to withdrawal from the solutions business. Net income will decrease by ¥300 million compared to the previously publicized forecast due to tax effects. (ii) Non-consolidated
The Company expects to record ¥1,235 million in extraordinary losses as losses from
liquidation of the subsidiary due to withdrawal from the solutions business.
Net income will decrease by ¥700 million compared to the previously publicized forecast due
to tax effects. (2) Adjustment to the forecast of operating results for the whole-year ending March 31, 2010 (i) Adjustment to the forecast of consolidated operating results for the whole-year ending March 31, 2010 (from April 1, 2009 to March 31, 2010)
(Unit: million yen unless otherwise indicated)
Net
sales
Operating
income
Ordinary
income
Net
income
Net income
per share
(yen)
Previously publicized forecast (A)
12,400
2,500
2,500
1,350
30,623.36
Adjusted forecast (B)
11,500
2,400
2,400
1,050
23,818.17
Amount of increase or decrease
(B-A)
(900) (100) (100) (300)
-
Rate of increase or decrease
(%)
(7.3%) (4.0%) (4.0%)
(22.2%)
-
(For reference) Operating results for the previous year (from April 1, 2008 to March 31, 2009)
11,077 2,247 2,274 1,703
38,653.12
(ii) Reason for the adjustment (consolidated)
Due to the sale of shares in Media-Trust Co., Ltd. in line with withdrawal from the solutions
business, the Company is expected to report net sales of ¥11,500 million (a decrease of ¥900 million from the previously publicized forecast), and operating loss and ordinary loss of ¥2,400 million, respectively (each decreases of ¥100 million from the previously publicized forecasts).
The Company will record ¥693 million in extraordinary losses as mentioned above, but due to
tax effects is expected to record net income of ¥1,050 million (a decrease of ¥300 million from the previously publicized forecast).
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(iii) Adjustment to the forecast of non-consolidated operating results for the year ending March 31, 2010 (from April 1, 2009 to March 31, 2010)
(Unit: million yen unless otherwise indicated)
Net
sales
Operating
income
Ordinary
income
Net
income
Net income
per share
(yen)
Previously publicized forecast (A)
9,600
2,700
2,700
1,560
35,386.99
Adjusted forecast (B)
9,600
2,700
2,700
860
19,508.21
Amount of increase or decrease (B-A)
-
-
-
(-700)
-
Rate of increase or decrease (%)
-
-
-
(-44.9%)
-
(For reference) Operating results for the previous year (from April 1, 2008 to March 31, 2009)
8,751 2,640 2,692 2,097
47,570.34
(iv) Reason for the adjustment (non-consolidated)
Due to the sale of shares in Media-Trust Co., Ltd. in line with withdrawal from the solutions
business, the Company will record ¥1,235 million in extraordinary losses as mentioned above, but due to tax effects is expected to record net income of ¥860 million (a decrease of ¥700 million from the previously publicized forecast). (v) Forecast of dividends
With regard to the year-end dividends for the year ending March 31, 2010, the Company
expects to pay 6,000 yen per share as publicized on April 28, 2009. (Note) The above forecasts of operating results are made based on information available to
management as of the date hereof. In the future, actual results may differ from the projected figures due to various factors.
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