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| Press Release |
August
26 , 1999 |
| Merger
of the Nine DDI POCKET Companies |
DDI POCKET,
Inc. is please to announce today that at extraordinary
board meetings held today, DDI Corporation and the companies
of the DDI POCKET TELEPHONE Group, decided to begin preparing
for a management integration that will merge the nine
DDI Pocket companies operating PHS businesses in each
bloc.
The merger is due to take place on January 1, 2000. The
surviving company will be DDI Tokyo POCKET TELEPHONE,
Inc.
After the merger, the new company's trade name will be
"DDI POCKET, Inc." |
| 1. Purpose of the Management
Integration |
Since the launch of the
PHS service in the Hokkaido and Tokyo areas in July 1995,
competition in the mobile communications industry has
steadily intensified. Competition is expected to intensify
still further in the future, and within the industry there
are tentative moves to restructure with a view to improving
competitiveness.
With a view to surviving in this fiercely competitive
environment and to promote the further growth and development
of the PHS business, it has been decided to merge the
nine DDI POCKET TELEPHONE companies, to consolidate their
financial base and to restructure their businesses.
After integration, we will aim for the further growth
and development of services through a business management
focus on the following three points: |
| * |
To strengthen the
company's financial standing and consolidate its management
base. |
| * |
To establish the
company that will allow even greater cost reductions and
efficiencies than before. |
| * |
To speed the management
decision-making process and improve mobility. |
| 2. Outline of the Management
Integration |
| (1) |
Method of
Integration
The management integration will take the form of a merger
with DDI Tokyo POCKET TELEPHONE, Inc. as the surviving
company. |
| (2) |
Date
Scheduled for January 1, 2000. |
| (3) |
Trade Name
After Integration
"DDI POCKET, Inc." |
| (4) |
Timetable
for Integration of DDI Pocket Telephone Companies (provisional) |
| * |
Board meetings
to approve Integration agreement |
Late October 1999 |
| * |
Signing of integration
agreements |
Late October 1999 |
| * |
General meetings
to approve integration |
Mid-November 1999 |
| * |
Date of integration |
January 1, 2000 |
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| 3. Financial Transactions
in Conjunction with Management Integration |
| In preparation for management
integration, the following financial transactions will
be carried out. |
| (1) |
By September
30, 1999, DDI Tokyo Pocket Telephone, Inc. will increase
its capital through a third-party allocation of new shares
to a value of 29,700 million yen (to DDI Corporation) |
| (2) |
By September
30, 1999, DDI Corporation will renounce its claims on
a portion of its loans to the Tokai, Hokuriku, Kansai,
Chugoku, Shikoku, and Kyushu DDI POCKET TELEPHONE companies
(approx. 76,000 million yen). |
| (1) |
Merger ratios
and other details will be decided through further discussion
among the Group companies. |
| (2) |
The management
integration will not affect customers in any way (changes
to services, etc). |
| 5. Outline of New Company
After Management Integration |
| After management integration,
the profile of the new company will be as follows. |
| (1) |
Trade
Name: DDI POCKET, Inc. |
| (2) |
Registered
Office: 3-5-1 Toranomon, Minato-ku, Tokyo |
| (3) |
Representatives: |
Chairman: Haruo Taneno |
| |
President: Takeshi Okada |
| (4) |
Capital:
Due to be approx. 75,000 million yen |
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