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Benesse Announces Proposed Transfer of Nursing Care Business Operations to Subsidiary Benesse Style Care by Corporate Spin-Off
Benesse Holdings, Inc.
Release Date : 2009/07/30
At the Board of Directors meeting held on July 30, 2009, Benesse Corporation(“the Company;” name to be changed to Benesse Holdings, Inc. on October 1, 2009) resolved to transfer all rights and obligations relating to its nursing care business to wholly owned subsidiary Benesse Style Care Co., Ltd. by means of an absorption-type spin-off (“the spin-off”) on January 1, 2010 (tentative date). The spin-off will take place following discussion with creditors of the Company who are party to the rights and obligations to be transferred. Details of the spin-off are below, and further details will be announced in due course.
1.Purpose of Corporate Spin-Off
The Company aims to optimize its operations across the Benesse Group, and its policy is therefore for wholly owned subsidiary Benesse Style Care to handle the nursing care business. In light of this policy, the Company has resolved to transfer all rights and obligations relating to its nursing care business to Benesse Style Care by means of an absorption-type spin-off.
2. Overview of Corporate Spin-Off
(1) Schedule
Board of Directors meetings to approve spin-off agreement (both companies)：
September to October 2009 (tentative)
Signing of spin-off agreement：
September to October 2009 (tentative)
Spin-off date：
Friday January 1, 2010 (tentative)
Since the spin-off is a simplified, short-form spin-off, neither company will hold a general shareholders’ meeting.
(2) Form of spin-off
An absorption-type spin-off whereby newly issued shares are allocated to the transferring company, rather than its shareholders (bunsha-gata butsu-teki bunkatsu). The Company will be the transferring company, and Benesse Style Care will be the transferee.
(3) Rights and obligations to be transferred
Benesse Style Care will receive from the Company all assets, liabilities and contractual obligations relating to the nursing care business operated by the Company on the spin-off date.
The transfer of liabilities from the Company to Benesse Style Care detailed above will be by assumption of concomitant liability, so that after the spin-off the Company and Benesse Style care will assume joint responsibility for the liabilities transferred to Benesse Style Care.
3. Other matters
After the spin-off has taken place, a summary, status report, future outlook and other details will be announced in due course.