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| June 7, 2004 |
| To Whom It May Concern, |
Company Name:
Stock Code:
Representative:
Inquiries:
Telephone: |
BB Net corp.
2318
Eiji Tanaka, President & CEO
Yasuhisa Okubata, Director
General Manager
Corporate Planning Office
+81-(0) 6-4797-1102 |
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The Board of Directors of BB Net corp. on June 7, 2004 approved a resolution to make Cube Planning Corporation a wholly owned subsidiary through a simple exchange of stock to be conducted on July 26, 2004 . Details are as follows.
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| 1. Objective |
| The main business of the BB Net corp. is the provision of “Shop Support,” a comprehensive support scheme for small and medium-sized enterprises. For this purpose, the Company has established “Hanjo Nets,” B2B portal sites for individual market sectors whose members receive two categories of services: “Front Services,” which involve the provision of information on management issues and industry trends; and “Back Services,” which meet various needs common to all members through services such as the sale of food materials and ingredients, planning and design of shops, and insurance and lease arrangements.
To further upgrade the “Shop Support” scheme, subsidiary Cube Planning, while it has been conducting shop planning, design and construction management as a part of “Back Services” in “Confectionary & Bakery Shop Support”, will expand its market to newly franchised restaurants in connection with FC (Franchise) development business that another subsidiary Wintegrator Inc. has started. Due to these factors, there is a growing importance to operate these businesses through the entire Group, and the decision was made to make Cube Planning a wholly owned subsidiary in order to facilitate greater sharing of information and speedy decision-making that are expected to produce greater synergies. |
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2. Conditions for exchange of stock |
| (1)Schedule |
June 7, 2004 Approval of stock exchange contract by Board of Directors
June 7, 2004 Signing of stock exchange contract
June 22, 2004 Extraordinary shareholders' meeting of Cube Planning Corporation
July 26, 2004 Execution of exchange of stock
In accordance with the provisions of Article 358-1 of the Commercial Code (simple exchange of stock), BB Net will not ask for approval of the stock exchange contract from its shareholders. |
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BB Net corp.(parent company) |
Cube Planning Corporation
(wholly owned subsidiary) |
Stock exchange ratio |
1 |
0.27 |
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| Notes: |
| 1. |
Allocation of shares
0.27 of a BB Net share will be allocated for each share of Cube Planning. |
| 2. |
Basis for calculation of stock exchange ratio
The ratio was determined based on a comprehensive evaluation that included the market value of both companies on June 4, 2004 , calculation of future earnings of the wholly owned subsidiary using the discounted cash flow method, and other items. A third-party has submitted an opinion concerning this stock exchange ratio. |
| 3. |
Number of new shares issued due to exchange of stock
385.83 shares of common stock |
| (3)Payment for shares No payment will be made. |
| 3. Profiles of companies exchanging shares |
| (1) |
Trade n ame |
BB Net corp. |
Cube Planning Corporation |
| (2) |
Activities |
Comprehensive support business for small and medium-sized enterprises |
Shop planning and design |
| (3) |
Established |
March 27, 2000 |
October 2, 2000 |
| (4) |
Head office |
Aqua Dojima Daiwa Dojima Building , 1-4-16 Dojima, Kita-ku, Osaka |
Aqua Dojima Daiwa Dojima Building , 1-4-16 Dojima, Kita-ku, Osaka |
| (5) |
Representative |
Eiji Tanaka, President & CEO |
Hideki Usui, President & CEO |
| (6) |
Capital |
¥1,521,851,997
(as of May 31, 2004 ) |
¥57,282,000
(as of May 31, 2004 ) |
| (7) |
Total number of s hares issued and outstanding |
47,982.1 shares
(as of May 31, 2004 ) |
5,311shares
(as of May 31, 2004 ) |
| (8) |
Shareholders' equity |
¥2,153 million
(as of January 31, 2004 ) |
¥ (33) million
(as of Ma rch 31, 2004 ) |
| (9) |
Total assets |
¥4,789 million
(as of January 31, 2004 ) |
¥102 million
(as of Ma rch 31, 2004 ) |
| (10) |
Fiscal year end |
July 31 |
September 30 |
| (11) |
Number of e mployees |
69 (as of January 31, 2004 ) |
5 (as of Ma rch 31, 2004 ) |
| (12) |
Major clients |
Alliance partners |
Confectionary & bakery shops |
| (13) |
Major shareholders and ownership |
Eiji Tanaka |
17.12% |
BB Net corp. |
73.09% |
| NISSIN CO., LTD . |
11.84% |
Hideki Usui |
10.17% |
| Osaka Securities Finance |
7.72% |
Hideki Tanaka |
5.27% |
|
Co., Ltd . |
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Jiro Tanaka |
2.97% |
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Goldman Sachs International |
6.03% |
Oishi Co., Ltd. |
2.82% |
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TOCHU Corp. |
2.89% |
Yoshinari Oishi |
2.82 % |
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(as of January 31, 2004 ) |
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(as of May 22, 2004 ) |
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| (14) |
Major banks |
Sumitomo Mitsui Banking Corporation
Resona Bank, Ltd.
Mizuho Bank, Ltd.
The Bank of Kyoto, Ltd.
The Bank of Tokyo-Mitsubishi, Ltd.
THE SAIKYO BANK, LTD. |
Resona Bank, Ltd. |
| (15) |
Relationship with Cube Planning Corporation |
Capital |
Subsidiary
(owns 73.09% of shares issued) |
| Personnel |
Two directors and one statutory auditor are from BB Net corp. |
| Business |
Business relationship exists |
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BB Net corp.
(parent company) |
Cube Planning Corporation
(wholly owned subsidiary ) |
Fiscal year |
FY7/01 |
FY7/02 |
FY7/03 |
FY9/01 |
FY9/02 |
FY9/03 |
Net sales |
169 |
958 |
1,580 |
46 |
210 |
390 |
Operating i ncome |
(283) |
150 |
237 |
(6) |
(14) |
(82) |
Current profit |
(284) |
144 |
160 |
(6) |
(15) |
(89) |
Net income |
(323) |
135 |
236 |
(6) |
(15) |
(90) |
Net income per share (yen) |
(51,012.48) |
16,645.42 |
19,706.82 |
(32,103.2) |
(5,340.47) |
(23,695.37) |
Dividends per share
(yen) |
- |
- |
- |
- |
- |
- |
Shareholders' equity per share (yen) |
29,696.38 |
99,146.58 |
121,456.27 |
17,896.78 |
10,370.68 |
(2,654.61) |
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| Notes: |
| 1. |
Cube Planning results for the year ended September 30, 2001 have not been audited. |
| 2. |
Cube Planning results for the year ended September 30, 2001 cover the period from October 2, 2000 through September 30, 2001. |
| 5. Profile of BB Net after exchange of stock |
| (1) Trade n ame: |
BB Net corp. |
| (2) Activities: |
Comprehensive support business for small and medium-sized enterprises |
| (3) Head office: |
Aqua Dojima Daiwa Dojima Building , 1-4-16 Dojima, Kita-ku, Osaka |
| (4) Representative: |
Eiji Tanaka, President & CEO |
| (5) Capital : |
¥1,521,851,997
(Sum of capital of ¥1,521,851,997 as of June 7, 2004 and additional capital of ¥13,889,880 due to exchange of stock ) |
| (6) Effect on operating results |
As Cube Planning was already a consolidated subsidiary of BB Net, this exchange of s tock will have an immaterial effect on consolidated results of operations. |
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