 |
The following information is true and accurate at the time of publication.
November 29, 2002
Announcement of Merger of Subsidiary
The Board of Directors of Sony Corporation
("Sony") today decided that Sony shall absorb CyberGene.com
Corporation ("CyberGene.com"), a wholly-owned subsidiary
of Sony, by a merger.
1. Merger Objectives
Sony has decided to absorb CyberGene.com, a wholly-owned
subsidiary of Sony, on February 1, 2003. CyberGene.com has
been pursuing the application of IP3, a network interface
technology and has been offering a service platform which
connects dispatchers and end-users. The company also has
been offering database marketing services. Sony recognizes
that IP3 is one of the most significant technologies for
the development of network services. Sony has concluded
that it is more efficient to integrate IP3 technology and
related businesses into the Sony Group where they can be
aligned with many other network services.
2. Merger Conditions
(1) Merger Schedule
November
19, 2002
(Tuesday) |
Board
meeting to approve merger agreement (CyberGene.com)
|
November
29, 2002
(Friday) |
Board
meeting to approve merger agreement (Sony) |
December
2, 2002
(Monday) |
Conclusion
of merger agreement |
December
17, 2002
(Tuesday) |
Shareholders
meeting to approve merger agreement (CyberGene.com)
|
February
1, 2003
(Saturday) |
Effective
date of merger |
February
3, 2003
(Monday) |
Official
registration of merger |
*Pursuant to the provisions of Paragraph 3 of Article 413
of the Commercial Code of Japan, Sony shall carry out the
above merger without holding a shareholders meeting to approve
the merger agreement.
(2) Merger Method
Sony, as an ongoing concern, shall absorb CyberGene.com,
which shall be subsequently dissolved.
(3) Others
Due to the fact that CyberGene.com 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
(as of September 30, 2002)
| (1)
Trade name |
Sony
Corporation |
CyberGene.com
Corporation |
| (2)
Field of business |
Manufacture
and sale of electronic and electrical machines and
equipment |
Providing
of information service on the Internet |
| (3)
Date of incorporation |
May
7, 1946 |
May
1, 2000 |
| (4)
Location of head office |
7-35,
Kitashinagawa 6-chome, Shinagawa-ku, Tokyo |
7-35,
Kitashinagawa 4-chome, Shinagawa-ku, Tokyo |
| (5)
Representative |
Nobuyuki
Idei, Representative Director |
Yutaka
Sato, President andRepresentative Director * |
| (6)
Share capital |
¥476,224
million |
¥240
million |
| (7)
Total number of shares issued and outstanding |
922,918,991
shares |
4,800
shares |
| (8)
Shareholders' equity |
¥1,886,389
million |
(¥1,199
million) |
| (9)
Total assets |
¥3,615,038
million |
¥568
million |
| (10)
Date of settlement |
March
31 |
March
31 |
| (11)
Number of employees |
16,836 |
4 |
| (12)
Major customers |
Affiliated
manufacturing and sales companies in and outside Japan |
- |
| (13)
Major shareholders and shareholding ratios |
1.
Moxley & Co. 6.1%
2. Japan Trustee Services Bank, Ltd. (Trust Account)4.4%
3. The Master Trust Bank of Japan, Ltd. (Trust Account)
3.3%
4. The Chase Manhattan Bank, N. A. London 2.9%
5 State Street Bank and Trust Company 2.8% |
Sony
Corporation 100% |
| (14)
Main banks |
Sumitomo
Mitsui Banking CorporationThe Bank of Tokyo-Mitsubishi,
Ltd. and others |
Sumitomo
Mitsui Banking Corporation |
*Mr. Hiromasa Otsuka shall become the President and Representative
Director of CyberGene.com on November 30, 2002.
(15)Business results for the three most recent years
(unit: millions of yen)
|
Sony Corporation |
CyberGene.com Corporation |
| Fiscal
year ended on |
2000/3/31 |
2001/3/31 |
2002/3/31 |
2000/3/31 |
2001/3/31 |
2002/3/31 |
| Net sales |
2,592,962 |
3,007,584 |
2,644,195 |
|
0.2 |
118 |
| Operating income |
(2,755) |
50,458 |
(52,994) |
|
(744) |
(1,034) |
| Ordinary income |
30,237 |
81,502 |
(6,122) |
|
(745) |
(669) |
| Net income |
30,838 |
45,002 |
29,635 |
|
(434) |
(388) |
| Net income per share (yen) |
73.09 |
49.18 |
32.22 |
|
(90,549.87) |
(80,909.43) |
| Dividends per share (yen) |
50 |
25 |
25 |
|
0 |
0 |
| Shareholders' equity per share (yen) |
3,956.68 |
2,021.33 |
2,024.10 |
|
9,450.13 |
(71,459.30) |
*Sony split its shares at a ratio of 2 shares for each share on May 19, 2000.
*CyberGene.com's business results for the fiscal year ended March 31, 2001 include only the eleven-month period from May 1, 2000 to March 31, 2001.
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 |
Nobuyuki Idei,
Representative Director
|
| (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 result |
This merger will not have a material effect
on Sony's business results.
|
|
|
|
|
