Square Enix 2008 Annual Report Download - page 53

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2. Method of the split
The Company, as the transferor, will newly establish SQUARE
ENIX CO., LTD. as the succeeding company through a single-
incorporation split.
3. Reduction of capital through the split
Not applicable
4. Stock options and bonds with warrants
The terms of certain stock options, which had been issued by
the Company and subscribed to by employees of the Company,
were amended by approval of the Annual General Meeting of
Shareholders held on June 21, 2008. Based on this amend-
ment, employees to be transferred to the succeeding company
will be able to exercise the relevant stock options after such
transfer. Other stock options and bonds with warrants issued by
the Company remain unchanged.
5. Rights and obligations of the succeeding company
In accordance with the terms of the company split plan, the
succeeding company will, as of the effective date of the com-
pany split, acquire all assets, and assume all liabilities, employ-
ment contracts and all other rights and obligations relating to
the businesses being transferred. With regard to all liabilities
assumed by the succeeding company, the Company will retain
joint liability.
6. Fulfillment of obligations
With regard to all liabilities assumed by the transferor and the
succeeding company as of the effective date of the split, assets
are expected to exceed liabilities for both companies, and the
Company anticipates that no problems will arise with respect to
the fulfillment of these obligations.
(3) Outline of the parties to the split
Succeeding company
Transferor (new company established through the split)
(as of March 31, 2008) planned post-split status
(1) Company name SQUARE ENIX CO., LTD. (SQUARE ENIX CO., LTD. is to be SQUARE ENIX CO., LTD.
changed to SQUARE ENIX HOLDINGS CO., LTD. as of
October 1, 2008)
(2) Principle businesses Planning, development and marketing of Planning, development and marketing of
games and other content and services games and other content and services
(3) Date of incorporation September 22, 1975 October 1, 2008
(4) Address of head office 3-22-7, Yoyogi, Shibuya-ku, Tokyo 3-22-7, Yoyogi, Shibuya-ku, Tokyo
(5) Name and title of representative Yoichi Wada, Yoichi Wada,
President and Representative Director President and Representative Director
(6) Common stock ¥14,928 million ¥1,500 million
(7) Outstanding shares 115,117,896 shares 30,000 shares
(8) Net assets ¥149,407 million ¥37,388 million
(9) Total assets ¥195,534 million ¥46,140 million
(10) Fiscal year end March 31 March 31
(11) Major shareholders and Yasuhiro Fukushima 20.57% The Company 100%
percentage of shares held The Master Trust Bank of Japan, Ltd. (Trust Account) 8.83%
Fukushima Planning Co., Ltd. 8.50%
Sony Computer Entertainment Inc. 8.29%
Masashi Miyamoto 6.86%
Note: Treasury stock is not included in the percentage of shares held.
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