
Sony Corporation ("Sony") has decided that Sony will absorb WP Corporation by a merger effective October 1, 2005.
1.Purpose of the merger
Webpocket Corporation, a wholly-owned subsidiary of Sony, established a subsidiary company and transferred its operation on July 1, 2005. The purpose of this was to strengthen Sony's storage business to correspond to the enlarged demand for personal storage, and to improve profitability by integrating storage functions within the Sony Group. Webpocket Corporation changed its company name to WP Corporation, also effective July 1, 2005. The name, Webpocket Corporation has been adopted as the company name for the new subsidiary company.
Upon completion, Sony will directly hold WP Corporation's shareholdings of the new subsidiary company. In this manner, Sony will strive to further link and strengthen the storage business within the Sony Group.
2.Conditions of the merger
(1) Schedule of the merger
| July 28, 2005 (Thursday) | Conclusion of merger agreement |
| August 15, 2005 (Monday) | Shareholders meeting to approve merger agreement (WP Corporation) |
| October 1, 2005 (Saturday) | Effective date of merger |
| October 3, 2005 (Monday) | Official registration of merger |
| *Pursuant to the provisions of Paragraph 3 of Article 413 of the Commercial Code of Japan, Sony shall perform the merger with WP Inc. without the approval of the merger agreement by its shareholders. |
(2) Method of the merger
Sony, as an ongoing concern, shall absorb WP Corporation, which shall be subsequently dissolved.
(3) Others
Due to the fact that WP Corporation is a wholly-owned subsidiary of Sony, there shall be no issuance of new shares or cash payment upon this merger.
3.Summary of Parties
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| * The above data are as of March 31, 2005 except for the number of employees of WP Corporation, which is as of July 1, 2005. |
(15) Business results for the three most recent years
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4.Circumstances after the merger
| (1)Trade name | Sony Corporation | (2)Field of business | Manufacture and sale of electronic and electrical machines and equipment |
(3)Location of head office | 7-35, Kitashinagawa 6-chome, Shinagawa-ku, Tokyo | (4)Representative | Ryoji Chubachi, Representative Corporate Executive Officer |
(5)Share capital | Upon this merger the amount of share capital will not change. | (6)Total assets | This merger will not have a material effect on Sony's total assets. | (7)Date of settlement | March 31 | (8)Effect on business results | This merger will not have a material effect on Sony's business results. |