Tokyo, Japan, Nov 24, 2006 - (JCN Newswire) - CyberAgent, Inc. (TSE: 4751), a Tokyo-based leader in Internet media markets, has announced that at the board of directors' meeting held November 17, for the purpose of ensuring and enhancing our corporate value and, in turn the common interests of our shareholders, the Company decided to introduce a plan for countermeasures to large-scale acquisitions of our shares (hereinafter called the "Plan"), subject to the approval of the ordinary general meeting of shareholders on December 20, 2006 regarding the 9th business term (hereinafter called the "Ordinary General Meeting of Shareholders").
1. Efforts to enhance the our corporate value and the common interests of our shareholders
Since our founding in 1998, we have been expanding our business in the field of the Internet with the vision of "creating a company that is a hallmark of the 21st Century", and have been aiming to maximize our corporate value with this new industry.
Under such principles, we have continually been creating new values while providing comprehensive Internet services revolving around the "Internet Media Business", "Internet Advertising Agency Business", and the "Investment Development Business". One of our characteristics is that we have a business model that establishes common ground between the users (domestic users / customers) and the advertisers, and we have a keen awareness of the demands of both the users and the advertisers even in the Internet industry that is continually showing drastic growth, while continuing to always create new business segments with a speed that can be found only in our company, where younger members / employees are the pillar of business promotion. This business model and speed in management is exactly what gives us the strength to succeed through the fierce competition in the Internet industry.
We will continue to promote measures aimed at the maximization of profits such as the active promotion of the expansion of services such as the further development of the Internet Media Business centering on the Blog Media "Ameba", sales increases in Internet Advertising, and E-commerce. We provide appealing Internet services to users by creating new business segments through younger members / employees based on our experience in the abundant and diverse Internet business. In addition, we will make efforts in the ensuring of stable profits and further growth by applying the brand value that is produced by the above as well as the trust that we gain from the users and advertisers.
While the Internet industry continues to expand, we will focus on the development of our media services, actively work on the improving of our brand strength, the enhancing of productivity, and in the strengthening of the development of human resources, and work together for a further expansion of our business and the establishment of a highly profitable business entity.
2. Purpose of introducing the Plan - for ensuring and enhancing the corporate value of our company and the common interests of our shareholders
The Plan has been introduced to prevent the tarnishing of our know-how in the Internet business, human resources centering on younger members / employees, our corporate culture, the many users who are registered with our media services, our good contents, our brand value, and the source of our corporate value and trust that we have gained from our users and advertisers that we have built on since our founding through activities such as the large-scale purchasing of our shares mentioned below, which go against our corporate value and common interests of our shareholders, as well as for ensuring and enhancing our corporate value and the common interests of our shareholders.
With factors such as consolidations in the new legal system and changes, etc. in the corporate structure and corporate culture, the unilateral large-scale purchasing of shares that is forced without the approval of the managers of the target company with the shares that are being purchased is on the rise.
We are not completely against activities such as the large-scale purchasing of our shares, as long as they contribute to our corporate value and the common interests of our shareholders. Furthermore, we feel that decisions made on acquisition offers that accompany the transfers of control in joint-stock corporations must ultimately be based on the collective will of the shareholders.
However, there are many large-scale purchases of shares that do not contribute to the target company's corporate value and common interests of the shareholders, such as those which clearly violate the corporate value and common interests of the shareholders when considering their goals, those which may virtually force shareholders to sell their shares, those which do not provide sufficient time, information, etc. for members of the target company such as those in the board of directors and the shareholders to discuss activities such as the large-scale purchasing of shares or for the board of directors of the target company to propose alternatives, and those which require negotiations with the subsidizer for producing conditions that are more beneficial than those which have been indicated by the subsidizer.
Particularly, it is important for us to continue providing appealing Internet services by creating new services through younger members / employees based on our experience in the abundant Internet business as mentioned above, to apply our brand value and trust that is gained from those such as the users and advertisers, and to maximize our medium- and long-term corporate value and common interests of our shareholders in order to persistently ensure and enhance our corporate value in the fierce competition of the Internet industry. If the party who was conducting activities such as the large-scale purchasing of our shares cannot understand the source of our corporate value that we have built on up to now while ensuring and enhancing it on a medium- and long-term basis, the managerial goals mentioned above would naturally be difficult to reach and our corporate value thus the common interests of our shareholders will be tarnished.
Furthermore, when we receive proposals for transactions such as large-scale purchasing from a subsidizer, who is an outsider, it becomes necessary for us to consider the effects that the said large-scale purchasing, etc. would have on our corporate value and common interests of our shareholders upon the shareholders having a firm grasp on our managerial resources, the potential impact of the measures that take into consideration our future, the synergy effects due to business fields and human networks, and other items that make up our corporate value.
In view of these circumstances, our board of directors has decided that a framework for deterring transactions that violate our corporate value and common interests of our shareholders such as large-scale purchasing by making the proposing of alternatives to the shareholders, the ensuring of resources such as sufficient information and time for deciding whether or not a transaction such as large-scale purchasing should be agreed on, the conducting of negotiations for the shareholders, etc. possible when transactions such as the large-scale purchasing of our stocks are conducted should be made.
Because of the reasons above, our board of directors has decided to introduce the Plan, subject to the approval of the shareholders at the Ordinary General Meeting of Shareholders.
At the moment, we are not faced with any threats of being bought out such as the ones specifically mentioned above. Information on our major shareholders as of September 30, 2006 is as shown in the attached "Outline of Our Shares Holdings". Based on activities such as the recent share-splitting with our company, the ratio of shareholders mostly comprised of individuals who hold only a small amount of shares has gone up due to our efforts in the increase of individual shareholders.
For a full transcript of the measures, please visit the CyberAgent IR website at http://ir.cyberagent.co.jp/ir_e/news/index.html or download the PDF file at http://ir.cyberagent.co.jp/ir_e/news/pdf/2006/1117_4.pdf .
About CyberAgent, Inc.
CyberAgent, Inc. (TSE: 4751) is a leading on-line advertising agency and media representative company. Established in 1998, and listed on the Tokyo Mothers Exchange in 2000, the CyberAgent group is committed to contributing to a new society through its work on the Internet, not only in its fields of advertising and media, but through finding promising new business and investing aggressively in developing new business. For more information, please visit http://ir.cyberagent.co.jp/ir_e/
Source: CyberAgent, Inc.
Contact:
CyberAgent, Inc. Public and Investor Relations Group Akiko Kashiwa Tel: +81-3-5459-0227 E-mail: kashiwa_akiko@cyberagent.co.jp
Copyright [c] 2006 JCN Newswire. All rights reserved. A division of Japan Corporate News Network K.K.
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