|
TOKYO, JAPAN --- NTT Communications Corporation (NTT Com) announced that the company decided today to acquire the shares of NTT Visual Communications Corporation (NTT Visual) by means of a tender offer.
1. Purpose of Tender Offer
NTT Visual has actively developed its business on the foundation of four main domains - content, marketing, solutions and IT services - and has made efforts to improve its profitability by strengthening its alliance with NTT Com. However, it is faced with needs to review its business structure and improve its fiscal standing.
2. Tender Offer Details
| (1) |
Overview of Target (NTT Visual) |
|
| [1] |
Official Name |
NTT Visual Communications Corporation |
| [2] |
Business |
Content, marketing, solutions and IT services |
| [3] |
Establishment |
February 27, 1984 |
| [4] |
Head Office |
1-11-9 Azabudai, Minato-ku, Tokyo |
| [5] |
Representative |
Kiyohiko Ono, President & CEO |
| [6] |
Capital |
1,247,250,000 yen (as of March 31, 2007) |
| [7] |
Major Shareholder |
NTT Communications Corporation |
44.50% |
| (All other shareholders) |
(less than 10% each) |
| [8] |
Relationships between NTT Visual and NTT Com |
Capital |
NTT Com owns 44.50% of NTT Visual's issued shares. |
| Personnel |
NTT Com dispatches one director and one auditor to NTT Visual, and seconds employees to NTT Visual. |
| Business |
NTT Com and NTT Visual have entered into certain outsourcing agreements, such as for DDX-TP data base maintenance services. |
| Affiliation |
NTT Visual is an affiliate of NTT Com. |
|
| (2) |
Share Type for Tender Offer
Common Stock |
| (3) |
Tender Offer Period
From Monday, December 3, 2007 through Tuesday, March 4, 2008 (60 business days) |
| (4) |
Purchase Price
7,200 yen per share |
| (5) |
Expected Number of Share Certificates to be Purchased
1,375 (if converted into shares) |
| (6) |
Changes in Share Certificate Ownership Due to Tender Offer |
|
| Number of voting rights in respect to share certificates held by NTT Com prior to tender offer |
11,100 |
(Ownership of share certificates prior to tender offer: 44.50%) |
| Number of voting rights in respect to number of share certificates expected to be purchased |
1,375 |
(Ownership of share certificates subsequent to tender offer: 50.01%) |
| Total number of voting rights of NTT Visual shareholders |
24,944 |
|
|
| (7) |
Date of Public Announcement of Tender Offer Commencement
Monday, December 3, 2007 |
| (8) |
Tender Offer Agent
Shinko Securities Co., Ltd.
2-4-1 Yaesu, Chuo-ku, Tokyo |
3. Existing Agreements between NTT Com and NTT Visual
At the meeting held by NTT Visual's board of directors on November 30, 2007 in relation to the tender offer, the board passed a resolution expressing support for the tender offer.
Information contained in this release regarding the tender offer has been reported electronically. The full document may be viewed at https://info.edinet.go.jp/EdiHtml/main.htm.
About NTT Communications
NTT Communications Corporation (NTT Com) provides information and communications technology (ICT) solutions worldwide with dedicated professionals stationed in 21 countries. Renowned as an IPv6 technology pioneer and managed service expert, NTT Com offers diverse high-quality IP, Web-based, and managed network solutions combining network management, security, ubiquitous, Web portals/engines, and global services. Its world-class Tier 1 Internet backbone and secure closed networks with over 98,000 MPLS ports, combined with the networks of partner companies around the world, connect more than 200 countries. The company earned non-consolidated revenues exceeding one trillion yen (about US$10 billion) in fiscal 2006 ended March 31, 2007. NTT Com started as a long-distance phone company in 1999 after the reorganization of the NTT Group, and is the wholly-owned subsidiary of NTT, one of the world's largest telecommunications companies. NTT is listed in Japan, London and New York stock exchanges. Please visit www.ntt.com
|
For more information, please contact.