| 1.
Purpose of TOB |
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Osaka
Media Port Corporation, the target company of TOB, (hereinafter
referred to as the "target company") is a company
operating IT/Communications business and of which Kansai Electric
Power Co., Inc. is currently the largest shareholder (holding
25.65% of issued shares of the company). As Kansai Electric
Power Group, we have been promoting integrated IT/Communications
business specialized in regional and IP services. In October
2001, the target company, which principally operates corporate
service in the group, transferred large part of its business
to Poweredcom, Inc. through corporate division of the target
company in order to address to the needs for IP service for
corporate customers that must be provided nation-wide. The target
company now serves as a regional service provider that is specialized
in providing subscriber lines mainly for Poweredcom, Inc.
However, the business environment of IT/Communications has been
changing rapidly much more than we expected due to the demands
for high speed and low cost service. We are under a severe environment
of telecommunication business.
In such a situation, we have resolved to integrate business
resources of our group and respond to the environmental changes
more speedy to survive the great competition. In order to achieve
this, it is necessary for us to improve group structure so that
we can operate the group flexibly and maximize the synergy.
Therefore, we have decided to implement the TOB to have the
target company to be a 100% subsidiary of Kansai Electric Power
Co., Inc.
The board of directors of the target company has expressed their
approval for our implementation of this TOB. |
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| 2.
Outline of TOB (as of September 30, 2002) |
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(1)
Outline of the target company |
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1.
Registered company name: |
Osaka Media Port Corporation |
| 2.
Main business: |
Telecommunication
(Type ?) |
| 3.
Date of establishment: |
October
12, 1985 |
| 4.
Head office: |
6-2-27
Nakanoshima, Kita-ku, Osaka, Japan |
| 5.
Company representative: |
Shunichi
Ito, President & CEO |
| 6.
Capital : |
24
billion yen |
| 7.
Composition of major shareholders and shares held: |
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Kansai
Electric Power Co., Inc. (shares held: 26.65%)
Osaka City (shares held: 25.00%)
Osaka Gas Co., Ltd. (shares held: 6.50%) |
| 8.
Relationship with Kansai Electric Power Co., Inc. |
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(capital)
(personal) |
Kansai Electric Power Co., Inc. is holding 26.65% of the total
issued shares of the target company.
Kansai Electric Power Co., Inc. has sent 1 director, 1auditor,
and 46 employees (on loan) to the target company. |
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(2)
Class of stock to be purchased: common stock |
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(3)
Period of TOB |
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Twenty-one
days from February 27, 2003 (Thursday) and through March 19,
2003 (Wednesday) |
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(4)
Purchase price |
50,000.
yen per share |
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(5)
Basis of calculation for assessment of purchase price: |
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Calculated
based on the market value of net assets and the Discounted Cash
Flow (DCF) method (an approach to calculate the value of a company
by estimating cash flow of the company at a certain point in
the future and figure out its present value from it). |
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(6)
Aggregate number of shares to be purchased: |
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Number
of shares planned to be purchased:
Number of shares to excess:
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356,900 shares
None |
| Note:
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Even
if the total number of shares subscribed does not reach the
number planned to purchase, the buying of all the shares subscribed
will be implemented. |
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(7)
Change of number of owned stock through TOB |
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Number
of owned stock prior to TOB:
Number of owned stock after TOB:
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123,100
shares (shares held: 25.65%)
480,000 shares (shares to be held: 100.00%) |
| Note:
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The
number of shares after TOB above is the number figured out at
the time of purchasing 356,900 shares through TOB. Aggregate
number of issued shares of the target company is 480,000 shares
(as of September 14, 2002). |
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(8)
Date of public notice of commencement of TOB |
Thursday,
February 27, 2003 |
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(9)
Agent for TOB: |
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Nomura
Securities Co., Ltd. 1-9-1 Nihonbashi, Chuo-ku, Tokyo, Japan |
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(10)
Estimated cost for TOB |
18
billion yen (Estimated value) |
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(11)
Commencing date of settlement |
March 28, 2003 (Friday) |
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| 3.
Outlook |
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Upon completion
of the process of TOB, the target company will be a consolidated
subsidiary of Kansai Electric Power Co., Inc. The impact of
this transaction on the business results of Kansai Electric
Power Co., Inc. and its consolidated companies for the period
ending in March 2003 will be slight.
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