SEGA Sammy Holdings : Notice Concerning Incorporation-Type Company Split

05/12/2012| 04:43am US/Eastern

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(Translation)
May 11, 2012
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: Seiji Shintani,
General Manager of Group
Executive Office and Group
Communications Office
(TEL: 03-6215-9955)
Notice Concerning Incorporation-Type Company Split
Notice is hereby given that SEGA SAMMY HOLDINGS INC. (the "Company") and consolidated subsidiary SEGA CORPORATION (the "transferring company") have determined to conduct a company split on a part of the business operated by the transferring company (incorporation-type company split) effective July 2, 2012 and transfer such business to the newly launched SEGA Networks, Ltd. ("incorporated company in incorporation-type split") as described below.

Description

1. Purpose of company split
The purpose is to maximize profits by building an adequate business structure corresponding to changes in business environment through a company split of the main functions of the network business operated by the transferring company, transferring it to the incorporated company in incorporation-type split, and seek to speed up management decision making and provide services that cater to customer needs.
2. Summary of company split
(1) Schedule of split
-Date of split (effective date): July 2, 2012 (planned)
-Registration of incorporation of new company: July 2, 2012 (planned)
Based on the provisions of Article 805 of the Companies Act of Japan (simplified
incorporation-type company split), a general meeting of shareholders to approve the split will not be held.
(2) Method of split
This is an incorporation-type company split where SEGA CORPORATION is the transferring company and SEGA Networks, Ltd. is the incorporated company in incorporation-type split.
(3) Allotment of shares
The incorporated company in incorporation-type split will issue 1,000 shares for the split and all shares will be allotted to the transferring company.
(4) Distributions for split
No distributions will be paid for the split.
(5) Reduction of capital, etc. through split
There is no change in capital, etc. of the Company and transferring company through this split.
(6) Handling of share options and bonds with share options of the transferring company
The transferring company has not issued share options or bonds with share options.
(7) Rights and obligations transferred to incorporated company in incorporation-type split
The incorporated company in incorporation-type split will succeed to the rights and obligations such as assets, liabilities and contractual status concerning the business stipulated in the corporate split agreement on the effective day of the split.
(8) Estimates of performance of liabilities
We judged that there is no issue in estimates of performance of liabilities which will be a burden to the transferring company or the incorporated company in incorporation-type split after the split.
3. Profile of the parties of the company split

4. Summary of business to be split
Network business: Planning, development, design, sales, delivery and management and operation of products and services such as game applications through the Internet and other means of communication.
5. Status after company split
There is no change in the trade name, content of business, head office location, representative, capital and settlement of accounts in SEGA CORPORATION, the transferring company, due to the split.
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6. Impact on business performance
SEGA CORPORATION, the transferring company, is a wholly-owned subsidiary of the Company and SEGA Networks, Ltd., the incorporated company in incorporation-type split, will become a wholly-owned subsidiary of SEGA CORPORATION. Thus, this event is expected to have no significant impact on the Company's non-consolidated and consolidated operating results.
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