Medium-Term Management Strategy
and
Fundamental Policy for Fund Procurement Going Forward
@Tokyo, October 19, 2005 -- Impress Holdings, Inc. (TSE: 9479) - The following is an overview of the strategy underlying the agreement for a commitment line and the equity facility agreement (the sales and purchase agreement on Number 6 stock Acquisition Rights) announced today.
1. M&A Strategy as Part of Medium-Term Management Strategy
@Reflecting its position as a digital-oriented media group, Impress Holdings implemented a Management Reform Plan from fiscal 2002, and has subsequently implemented various organizational restructurings as part of that plan. As a result of those measures, the Company has achieved a rapid improvement in consolidated earnings for the three consecutive years through fiscal 2004 (ended March 2005). This process represented our efforts to return to our original position as a group with particular strength in gspecialized content.h
@In addition to continuing these internal Group restructurings and reforms, the Groupfs future development will also require the pursuit of external growth. In order to achieve this, we have established an M&A strategy as part of the Groupfs Medium-Term Management Strategy.
@The Impress Groupfs core competence lies at the intersection of gspecialized mediah and gdigital solutions,h and this strategy aims to simultaneously utilize both of these capabilities.
@The Group therefore intends to further strengthen these competences not only by continuing to develop specialized, high-quality, proprietary content, but also by aggressively pursuing capital tie-ups with external companies with similar capabilities. In addition to developing new digital solutions (media platforms), we also plan to enter into capital tie-ups with companies that are able to provide similar solutions.
@Impress Holdings has therefore reached a decision to establish a structure under which it will be possible to procure up to \10 billion in order to give the Company the ability to flexibly pursue these capital tie-ups.
2. Fundamental Policy for Fund Procurement
@Impress Holdingsf fundamental policy for fund procurement aims to maintain a strong financial position and improve capital efficiency, while at the same time fully taking into account issues including the effect of dilution on the share price, and the cost and speed of procurement.
@Various fund procurement schemes including moving strike convertible bonds and the lending of management-held shares have recently received considerable attention, but after fully considering these various alternatives, the Company decided to employ other methods for fund procurement.
@As separately announced, Impress Holdings has concluded both an agreement for a commitment line facility for loans, and an equity facility that constitutes an gequity versionh of the loan commitment line. These facilities were established to be consistent with the Companyfs current financial position, and will be used to procure funds by whichever method is timely and appropriate (commitment line and/or equity facility) as funding needs arise in the future.
@In particular, the equity facility is directly tied to our M&A strategy, as it allows the Company to procure only the required amount of funds at the time when they are required, while at the same time allowing us to maintain a certain degree of control over the issuance of new shares, rather than fully entrusting the timing of the share issuance to the underwriters and securities companies. The Company will therefore manage this program so as to minimize stock dilution to the fullest extent possible.
@Furthermore, there are no plans to enter into arrangements, including the lending of shares held by management, with the securities companies and other financial institutions with which we have concluded the above agreements.
3. (Reference) Capital Tie-Ups and Mergers & Acquisitions to Date
@Impress Holdings intends to announce the details of major capital tie-ups, etc. under this M&A strategy on a case-by-case basis as they occur. The following is a list of recent capital tie-ups and mergers & acquisitions (partial list; investment stakes and status of consolidation or application of equity-method accounting differ for each investment).
Specialized Content
Editorial Engineering Laboratory - Management of ISIS Edit School
Medical Tribune Inc. - Publication of specialist newspaper for physicians
Media Platforms (Digital Solutions)
Digi Book Japan Corporation - Distribution of comics to cellular phones
Voyager Japan, Inc. - Development of e-book publishing software including g.bookh
Galileo Inc. - Online translation network
MediaGrid Inc. - Development of security technology
MobileBook.jp Inc. - Book distribution to cellular phones and personal computers
Papyless Co., Ltd.- Book distribution to cellular phones and personal computers
Aquacast Co., Ltd. - Development of mobile telecommunications technology
E-Book Systems K.K. - FlipBook-format electronic magazines for personal computers