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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
(2) Method of the merger
Sony, as an ongoing concern, shall absorb WP Corporation, which shall be subsequently dissolved.
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
|(1)Trade name||Sony Corporation||WP Corporation|
|(2)Field of business||Manufacture and sale of electronic and electrical machines and equipment||Information processing service by various mediums including the Internet|
|(3)Date of incorporation||May 7, 1946||September 14, 2000|
|(4)Location of head office||7-35, Kitashinagawa 6-chome, Shinagawa-ku, Tokyo||12-3, Higashishinagawa 4-chome, Shinagawa-ku, Tokyo|
|(6)Share capital||¥621,708 million||¥100 million|
|(7)Total number of shares issued and outstanding||1,000,283,213 shares||9,600 shares|
|(8)Shareholders' equity||¥2,042,798 million||¥ -1,339 million|
|(9)Total assets||¥3,684,545 million||¥395 million|
|(10)Date of settlement||March 31||March 31|
|(11)Number of employees||15,892||0|
|(12)Major customers||Affiliated manufacturing and sales companies in and outside Japan||Sony Corporation|
|(13)Major shareholders and shareholding ratios||1.Moxley & Company 13.6%
2.Japan Trustee Services Bank, Ltd. (Trust Account) 4.1%
3.The Master Trust Bank of Japan, Ltd. (Trust Account) 3.8%
4.The Chase Manhattan Bank, N. A. London 3.4%
5.State Street Bank and Trust Company 505103 1.7%
|Sony Corporation 100%|
|(14)Main banks||Sumitomo Mitsui Banking Corporation
The Bank of Tokyo-Mitsubishi, Ltd. and others
|Sumitomo Mitsui Banking Corporation|
(15) Business results for the three most recent years
4.Circumstances after the merger