Changes (exclusion of application) related to companies accounted for using equity method, and liquidation of a joint venture
ASATSU-DK INC. (President and Group CEO: Yoji Shimizu; Head Office: Chuo-ku, Tokyo; hereinafter “ADK”) hereby informs you that at the board meeting held on August 26, 2011 ADK resolved to sell off all the stocks possessed by ADK among the stocks of Digital Advertising Consortium Inc. (President and CEO Hirotake Yajima; Head Office: Shibuya-ku, Tokyo; hereinafter “DAC”), which is ADK’s equity-method affiliate, and to liquidate ADK interactive Inc.(President and Representative: Toshiyuki Inoue; Head Office: Chuo-ku, Tokyo; hereinafter “ADK-i”), jointly established by ADK and DAC.
1. Course of events
In June, 2008, ADK and DAC jointly established ADK-i with a view to engage in business in the interactive media advertising field. However, due to changes of the environment surrounding ADK and other reasons, and based on a hard look at the further growth of both of the companies in the future, as a result of discussions regarding the future policies, we reached the conclusion that for both companies it would better contribute to maximization of the mutual corporate value if the jointly established ADK-i was dissolved and if both companies advanced their growth strategies independently. Thus two companies decided to dissolve ADK-i, while fully affirming that both companies shall maintain friendly and confidential relations in the future.
2. Contents of dissolution of the joint venture, etc.
ADK possesses 130,176 common shares of DAC, and all of them shall be offered for sale as shares of DAC effective today. In addition, regarding the stock repurchase by DAC to be announced by DAC on the same day, ADK will respond with 40,000 shares, which is a part of DAC’s shares possessed by ADK, and in case a part of DAC shares possessed by ADK is sold by responding to the stock repurchase, the number of DAC stocks offered for sale will go down to the number of shares with the number of shares sold deducted, and may decrease to 90,176 shares maximum.
Moreover, by the end of September, 2011, ADK-i shall acquire as own shares all the shares of ADK-i possessed by DAC, and having made it its wholly owned subsidiary, is due to decide on its dissolution.
3. Details of the jointly established company
|(1)Name||ADK interactive Inc.|
|(2)Location||13-1, Tsukiji 1-chome, chuo-ku, Tokyo|
President and Representative
|(4)Business activities||Business in the interactive advertising field|
|(5)Capital||225 million yen|
|(6)Date of establishment||July 22, 2008|
|(7)Accounting period||September 30|
|(8)Net assets||419, 759 thousand yen|
|(9)Total assets||2,158,049 thousand yen|
|(10)Ownership percentage||ADK: 80%
4. Details of the partner company, with which the aforementioned joint venture was established and is now being dissolved
|(1)Name||Digital Advertising Consortium Inc.|
|(2)Location||20-3, Ebisu 4-chome Shibuya-ku, Tokyo|
President & CEO
|(5)Capital||3,031 million yen|
|(6)Date of establishment||December 2, 1996|
|(7)Major stockholders and ratio of shareholding||Hakuhodo DY Media Partners Inc. 45.1%
ASATSU-DK INC 24.8%
Hakuhodo, Inc. 8.6%
Tokyu Agency Inc. 1.9%
NIKKEISHA Inc. 0.4%
|(8)Relations between the listed company and the company concerned||Capital relations||ADK possesses 130,176 common shares of the company concerned.|
|Personal relations||One director and one employee of the company concerned are respectively installed as a director and an auditor of ADK-i, they are going to resign within days.|
|Business relationship||ADK has purchased Internet media from the company concerned through ADK-i.|
|Applicability of related entities||The company concerned is ADK’s equity-method affiliate.|
|(9) Consolidated business performance and consolidated financial status of the company concerned for the last three years.|
|Accounting period||Term ended
|Consolidated net assets||8,462 million yen||9,924 million yen||12,792 million yen|
|Consolidated total assets||14,307 million yen||15,499 million yen||24,107 million yen|
|Consolidated net assets per share.||15,936 yen||17,284 yen||20,792 yen|
|Consolidated gross billings||45,826 million yen||47,915 million yen||77,943 million yen|
|Consolidated operating income||1 million yen||943 million yen||2,908 million yen|
|Consolidated ordinary income||1,346 million yen||881 million yen||3,018 million yen|
|Consolidated net income||843 million yen||296 million yen||1,745 million yen|
|Consolidated net income per share.||1750. 25 yen||573.92 yen||3,318. 52 yen|
|Dividend per share.||320 yen||200 yen||700 yen|
5. Future plans
|(1) Corporate resolution||August 26, 2011|
|(2) Dissolution day||September 30, 2011 (scheduled)|
6. Consequences for ADK's business results of the term ending December, 2011
Due to this sale of stocks we plan to post gain on sales of subsidiaries and affiliates' stocks as extraordinary income. The actual sum of the extraordinary income concerned and the correction of the earnings forecast for the full fiscal year accompanying the posting of this extraordinary income is due to be announced separately after the sales value has been determined.