(Translation)
August 31, 2011 Dear Sirs, Name of Company: SEGA SAMMY HOLDINGS INC. Name of Representative: Hajime Satomi, Chairman of the Board and Chief Executive Officer (Code No. 6460, Tokyo Stock Exchange 1st Section) Further Inquiry: Koichiro Ueda, General Manager of Group Executive Office and Group Communications Office (TEL: 03-6215-9955)Notice of Acquisition of Treasury Stock Held by Subsidiary
At a meeting held on August 31, 2011, the board of directors of SEGA SAMMY HOLDINGS INC. (the “Company”) approved the acquisition of treasury stock held by the subsidiary, pursuant to Article 156 and Article 163 of the Companies Act of Japan as described below.
Description 1. Reasons for the acquisition of treasury stocks As publicized on May 13, 2011, the Company has disposed treasury stocks to Sammy Corporation (the “Sammy”) by a third-party allotment, and Sammy and TAIYO ELEC Co., Ltd., a subsidiary of Sammy (the “TAIYO ELEC”), has conducted the share exchange in consideration of common stock of the Company. After disposal of treasury stocks by a third-party allotment, the total number of shares Sammy used on the share exchange has decreased due to buyback program for odd-lot shares on common stock of TAIYO ELEC, so based on Article 135 Paragraph 3 of the Companies Act of Japan, the Company will acquire the remaining shares which Sammy owns. 2. Details of the acquisition of treasury stocks (1) Type of shares to be acquired: Common shares (2) Total number of shares to be acquired: 114 shares (Ratio to total number of issued and outstanding shares (excluding treasury stocks): - %) (3) Total acquisition costs: 188,898 yen (Total acquisition costs are the closing price of the Company's common stock on the First Section of the Tokyo Stock Exchange on July 29, 2011 multiplied by 114 shares.) (4) Date of acquisition: August 31, 2011 (5) Method of acquisition: Direct deal 3. Overview of the subsidiary (1) Name: Sammy Corporation (2) Address: 1-1 Higashi Ikebukuro 3-chome, Toshima-ku, Tokyo (3) Title and Name of Representative: President, Representative Director and Chief Operating Officer Keishi Nakayama (4) Description of Business: Manufacture and sales of pachinko machines, pachislot machines, ball arranging machines, mahjong ball machines and related equipment (5) Capitalization: 18,221 million yen (Reference) Number of treasury stocks held as of August 1, 2011 Total number of issued and outstanding shares (excluding treasury stocks): 256,144,128 shares Total number of treasury stocks: 10,085,348 shares (Reference)The Company has resolved the acquisition of treasury stocks as described below. (Publicized on August 1, 2011) (1) Type of shares to be acquired: Common shares (2) Total number of shares to be acquired: 5,000,000 shares (Ratio to total number of issued and outstanding shares, as of June 30, 2011 (excluding treasury stocks): 1.99 %) (3) Total acquisition costs: 10 billion yen (upper limit) (4) Acquisition period: From August 1, 2011 through October 31, 2011 - END -