To whom it may concern
October 16, 2012
Yahoo Japan Corporation
Manabu Miyasaka, President & CEO Stock code: 4689
As of October 19, 2012, ValueCommerce Co., Ltd. (Head office:
Minato-ku, Tokyo; Representative Director, President and CEO:
Yoichi Iizuka; Stock code: 2491, hereinafter ValueCommerce)
will become a consolidated subsidiary of Yahoo Japan
Corporation. Details are as follows.
1. Reasons for converting ValueCommerce to a consolidated
subsidiary
ValueCommerce has been a subsidiary of Yahoo Japan
Corporation accounted for by the equity method since April
2005. During that time, the Company has sought to expand
operations by strengthening its business relationship with
ValueCommerce and working to mutually increase profitability.
To that end, the Company has sought to realize synergies in
ValueCommerce's affiliate marketing and its StoreMatch
services.
Effective today, Yahoo Japan Corporation has become the
holder of a majority of the total voting right shares of the
subsidiary after ValueCommerce conducted a repurchase of its
own shares during a period starting August 27, 2012 to date.
This change in ownership composition will result in
ValueCommerce becoming a consolidated subsidiary as of
October 19, 2012. Under consolidated management, Yahoo Japan
Corporation plans to further strengthen the relationship
between the two companies and endeavor to increase the
corporate value of both companies.
2. Outline of Subsidiary Becoming Consolidated Subsidiary
(ValueCommerce)
(1) Name | ValueCommerce Co., Ltd. |
(2) Head office | 8-1-19 Akasaka, Minato-ku, Tokyo |
(3) Representative | Yoichi Iizuka, Representative Director, President and CEO |
(4) Main business | Affiliate marketing service and StoreMatch online advertising distribution service. |
(5) Capital | ¥1,727 million (at June 30, 2012) | |
(6) Establishment | March 12, 1996 | |
(7) Major shareholders and shareholding ratio | Yahoo Japan Corporation 43.44% SIX SIS LTD. / Williams Timothy Ronan: 10.86% (At June 30, 2012) | |
(8) ValueCommerce's relationship with Yahoo Japan Corporation | Capital ties | The Company holds 43.44% of ValueCommerce's shares and accounts for ValueCommerce as a subsidiary by the equity method. (At June 30, 2012) |
(8) ValueCommerce's relationship with Yahoo Japan Corporation | Personnel ties | One of the Company's corporate auditors is also a corporate auditor of ValueCommerce. (At July 1, 2012) |
(8) ValueCommerce's relationship with Yahoo Japan Corporation | Business ties | ValueCommerce provides the Company with affiliate advertising and other services. |
(9) ValueCommerce's Consolidated Performance and Financial Position in the Past Three Years
(millions of yen)
Fiscal year ended Dec. 31, 2011 | Fiscal year ended Dec. 31, 2010 | Fiscal year ended Dec. 31, 2009 | |
Consolidated net assets | 4,641 | 4,262 | 3,669 |
Consolidated total assets | 7,215 | 6,407 | 5,546 |
Consolidated net assets per share (yen) | 24,028.80 | 22,084.30 | 19,307.40 |
Consolidated net sales | 7,789 | 6,976 | 6,610 |
Consolidated operating income | 759 | 553 | 246 |
Consolidated ordinary income | 832 | 589 | 208 |
Consolidated net income | 443 | 558 | 23 |
Consolidated net income per share (yen) | 2,299.13 | 2,915.75 | 121.08 |
Dividends per share (yen) | 750.00 | 293.00 | - |
3. Ownership Status
Before the conversion (At August 23, 2012) Number of shares
held: 83,942 shares
(Number of voting rights: 83,942 share equivalent to 44.66%
of total voting rights) After the conversion (At October 19,
2012)
Number of shares held: 83,942 shares
(Number of voting rights: 83,942 share equivalent to 50.00%
of total voting rights) Note: The proportion of voting rights
held before the conversion is as of August 23, 2012, the day
ValueCommerce decided to acquire its own shares.
4. Outlook
The effect of converting ValueCommerce to a consolidated
subsidiary on the Company's consolidated and non-consolidated
performances is expected to be minor.
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