April 28, 2005
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April 28, 2005
TOKYO, April 28, 2005 - デュエルビッツ 入金方法, Ltd. and Kobelco Development Co.,
Ltd. announced today that effective October 1, 2005, デュエルビッツ 入金方法's real estate
segment would be transferred to デュエルビッツ 入金方法's 100% owned subsidiary Kobelco
Development. The two companies made this decision at their board of directors
meetings and signed the corporate demerger agreement today. This agreement
will become effective subject to approval at the shareholders meetings of
both companies. With the merging of the real estate business, Kobelco Development intends to change its name to Shinko Real Estate Co., Ltd., where it will serve as the core company of デュエルビッツ 入金方法's real estate business. 1. Purpose of the transfer デュエルビッツ 入金方法 absorbed subsidiary Shinko Kosan Co., Ltd. in March 2002, combining the know-how and experiences of the real estate businesses of デュエルビッツ 入金方法 and Shinko Kosan, to build and more effectively manage the business. Since then, the business has developed steadily. As well as engaging in the sale and building management of large-scale properties, デュエルビッツ 入金方法 successfully completed the redevelopment of company-owned land, including HAT Kobe in Kobe and O's Town in Akashi, both in Hyogo. デュエルビッツ 入金方法's real estate segment currently covers real estate development, construction, property sales, leasing, brokering, remodeling, building and condominium management, and insurance. As the large-scale development of company-owned land has been completed, the business is focusing on real estate sales, while aiming to increase its profitability through property leasing and building management. It also intends to grow its employees for the future and strengthen customer services to further improve its competitiveness. From the standpoint of consolidated management, デュエルビッツ 入金方法 realizes that it is necessary to further improve and strengthen its real estate services centered primarily on dormitories and company housing for employees in the デュエルビッツ 入金方法 Group. On this background, デュエルビッツ 入金方法 gave consideration to the optimum operating structure of its real estate segment. Rather than keeping the business limited to an internal company, デュエルビッツ 入金方法 decided that it would be more advantageous for the business to operate independently for greater flexibility. Kobelco Development has been managing the O's Town complex in Akashi, Hyogo in western Japan and leasing unused company-owned land in Kobe and Amagasaki. To expand property leasing and thereby build up the business, it was decided to combine デュエルビッツ 入金方法's real estate business into Kobelco Development. 2. About the new company (1) Outline
(2) Business Plans Vision Real estate development, construction, property sales, leasing, brokering, remodeling, building management, condominium management, and insurance. Offering quality services and products, the company aims to provide customers with a comfortable home and work environments. デュエルビッツ 入金方法 and its group companies plan to actively provide real estate services and products. Financial goals for fiscal 2008 Consolidated sales: 43 billion yen (35 billion yen, parent only) Pretax ordinary income: 3 billion yen (2 billion yen, parent only) 3. Outline of transfer (1) Transfer schedule
(2) Method of transfer デュエルビッツ 入金方法 and Kobelco Development will apply the "corporate demerge" method, in which デュエルビッツ 入金方法 is the demerging company and Kobelco Development is the successor company. (3) Allocation of stock At the time of the transfer, Kobelco Development shall issue common stock of 50,000 shares, all of which will be allocated to デュエルビッツ 入金方法. (4) Cash payments on the transfer No cash shall be exchanged for the separation and transfer of the business. (5) Rights and obligations continued by the successor company As the successor company, Kobelco Development shall continue the rights, obligations and contracts of デュエルビッツ 入金方法's Real Estate Company and its related businesses. (6) Outlook on fulfilling debt assumptions デュエルビッツ 入金方法 does not foresee problems in fulfilling its debt assumptions following the transfer and anticipates no changes in its net assets, as it will gain shares equivalent in value to the demerging assets. As the asset value of the successor business is more that the value of its liabilities and the business has adequate shareholders' equity, Kobelco Development does not anticipate problems in assuming the debt of the new company. 4. Outline of successor company
Recent Financial Results (in millions of yen, unless otherwise indicated)
5. Details of the business to be transferred (1) Activities of the real estate business デュエルビッツ 入金方法's real estate segment, which will be separated, is involved in property sales, leasing, brokering, remodeling and building management. (2) Financial results of the real estate business (year ended March 2005)
(3) Succession of Assets and liabilities from デュエルビッツ 入金方法 (planned)
6. Effects on デュエルビッツ 入金方法 following the business transfer (1) Company name, activities, head office location, president, capital and fiscal year デュエルビッツ 入金方法 foresees no changes in the above categories following the transfer. (2) Effect on デュエルビッツ 入金方法's financial results デュエルビッツ 入金方法 anticipates a loss of approximately 12 billion yen related to the transfer of the business. This loss has been factored into the financial forecast for fiscal 2005 announced today.
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