Z HOLDINGS CORPORATION 
By
To whom it may concern
January 17, 2013
Yahoo Japan Corporation
Manabu Miyasaka, President & CEO Stock code: 4689
Yahoo Japan Corporation today announced that it had concluded an agreement to take over the customer relationship management (CRM) of mobile phone-based membership programs business of Mynet Inc. Effective March 1, 2013, the Company will assume the rights and obligations of the CRM business after it is split off by Mynet Inc. (corporate split and merger).
Because the increase or decrease in the total assets of Yahoo Japan Corporation is expected to be less than 10% of the net assets of the Company on the final day of the immediately preceding fiscal year and the increase in net sales less than 3% of the net sales of the same fiscal year, some disclosure items and details have been omitted.
I. Reasons for Purchase of Business
Mynet Inc.'s CRM business has established a large customer base for its mobile phone membership program management services among stores and other outlets. In particular, it offers a variety of sales promotion solution services for restaurant chains. By purchasing this business through the corporate split and merger process, the Company plans to expand its services to the O2O* business domain and enlarge its smartphone business.
*O2O: Online to Offline is a new business model that links the sales activities of virtual and bricks-and-mortar stores or extends the sales promotion impact of online stores to actual stores.
II. Summary of Corporate Split and Merger
1. Corporate Split and Merger Timetable
Approval of Corporate Split and Merger Agreement January 17, 2013
Signing of Corporate Split and Merger Agreement January 17, 2013
Effective Date of Corporate Split and Merger March 1, 2013 (Planned)
Note: Based on the provisions of Article 796, Paragraph 3 of the Companies Act of Japan, the corporate split and merger is being carried out without obtaining the approval of a general meeting of shareholders.
2. Corporate Split and Merger Method
Mynet Inc. will undergo a corporate split with the split-off business merging with Yahoo
Japan Corporation as the succeeding company.
3. Details of Allocations Due to Corporate Split and Merger
In the corporate split and merger, Yahoo Japan Corporation expects to pay the cash amount of ¥350 million in consideration for acquiring the rights and obligations of the split-off business of Mynet Inc. There will be no share splits in this deal.
4. Treatment of New Share Subscription Rights and Bonds with Similar Rights of the
Corporate Split Company
Mynet Inc. has not issued any such rights or bonds with similar rights.
5. Increase/Decrease in Capital Due to Corporate Split or Merger
The corporate split and merger will not result in an increase/decrease in the capital of the Company.
6. Rights and Obligations Succeeded to by the Company
Based on the corporate split and merger, the Company will assume the assets and liabilities and contractual and other rights and obligations of the split-off business of Mynet Inc.
7. Performance of Debt Obligation
The Company has determined that it will have no problems with performing on the debt obligations of the split-off business that have settlement dates after the effective date of the corporate spit and merger.
III. Method of Calculation of Value of Split-Off Business
Taking into consideration the net assets and operating income and business scale in terms of customer base and other factors of the split-off business, it was decided through discussions with Mynet Inc. that Yahoo Japan Corporation would pay the cash amount of ¥350 million to take over the business.
IV. Outline of Corporate Split and Merger Companies
Successor | Corporate Split Company | |
(1) Name | Yahoo Japan Corporation | Mynet Inc. |
(2) Head Office | 9-7-1 Akasaka, Minato-ku, Tokyo | 8-16-13,Ginza, Chuo-ku, Tokyo |
(3) Representative | Manabu Miyasaka, President & CEO | Jin Uehara, President & CEO |
(4) Main Business | Internet advertising business E-commerce business Membership services business Other businesses | Mobile-phone based CRM business Social applications business |
(5) Paid-in capital | ¥8,022 million | ¥88 million |
(6) Establishment | January 31, 1996 | June 14, 2006 |
(7) Shares Outstanding | 58,196,528 shares | 15,060 shares |
(8) Fiscal year end | March 31 | December 31 |
(9) Major shareholders and ownership | SOFTBANK CORP. 35.4% Yahoo! Inc. 34.7% | Jin Uehara 54.1% |
(10) Financial Position and Performance in Immediately Preceding Fiscal Year | ||
Yahoo Japan Corp. (Cons.) FY 2012/3 | Mynet Inc. FY 2011/12 | |
Net assets | ¥468,300 million | ¥74 million |
Total assets | ¥562,022 million | ¥130 million |
Net assets per share | ¥8,020.35 | ¥4,968 |
Net sales | ¥302,088 million | ¥243 million |
Operating income | ¥165,004 million | ¥1 million |
Ordinary income | ¥167,300 million | ¥0 million |
Net income | ¥100,559 million | ¥0 million |
Net income per share | ¥1,733.81 | ¥23.00 |
V. Details of Business Segment Being Acquired
1. Details of Business Being Taken Over
Mobile-phone based CRM business: Provision of CRM services for mobile-phone based membership program management and other services for restaurants and other outlets.
2. Business Results of Split-Off Business
Business Being Taken Over (Fiscal year ended December 31, 2011)
Net sales | ¥216 million |
Operating income | ¥86 million |
3. Assets and Liabilities to be Absorbed and Amounts (At September 30, 2012)
Assets | Liabilities | ||
Book Value | Book Value | ||
Current assets | ¥21 million | Current assets | ¥8 million |
Fixed assets | ¥23 million | Fixed assets | ¥- million |
- | - | Net assets | ¥37 million |
Total | ¥45 million | Total | ¥45 million |
VI. Position of Yahoo Japan Corporation After Corporate Split
There will be no change in the Company's name, head office location, representative, business content, paid-in capital, and fiscal year following the corporate split and merger.
VII. Outlook
The impact of the corporate split and merger on the Company's consolidated and non-consolidated performances in the current fiscal year is expected to be minor.
Reference: Company's Consolidated Performance Forecast for the Current Fiscal Year (Announced October 24, 2012) and Actual Consolidated Performance in the Previous Fiscal Year
(millions of yen)
Net Sales | Operating Income | Ordinary Income | Net Income | |
Performance forecast (Year ending March 31, 2013) | 319,000 to 325,300 | 173,300 to 177,000 | 176,000 to 179,700 | 107,300 to 109,600 |
Actual performance (Year ended March 31, 2012) | 302,088 | 165,004 | 167,300 | 100,559 |
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