July 31, 2012
(Translated from the Japanese original)
Company Name:
URL:
Representative:
Stock Listing:Stock Code:Contact:
Phone:

IT Holdings Corporation
http://www.itholdings.co.jp/eSusumu Okamoto, President
First Section of the Tokyo Stock Exchange
3626
Iwao Sakuma, General Manager,
Public Relations Department+81-3-5338-2272 (in Japan, 03-5338-2272)

Notice regarding Partial Assumption of Subsidiary Management Operations by INTEC
through Corporate Divestiture (Simple Divestiture)
The Board of Directors at IT Holdings (hereafter, “the Company”) resolved on July 31, 2012,that the Company would transfer some of its subsidiary management operations to INTEC Inc.
(hereafter, “INTEC”), a wholly owned subsidiary, by way of corporate divestiture to INTEC(hereafter, “the Divestiture”), effective October 1, 2012. Details are provided below.
Please note that some details of disclosure have been omitted from this press releasebecause simple divestiture of operations to a wholly owned subsidiary does not require suchinformation.
Details1.

Purpose of the Divestiture
Since its establishment, the Company has endeavored to strengthen the IT HoldingsGroup and enhance management efficiency through a gradual process of realignment
within the Group.
The Divestiture, under which the Company will relinquish control of IUK Inc.
(hereafter, “IUK”) , whose businesses are the sale of hardware and software andprovision of userware services, to INTEC, is part of this process, and the Board ofDirectors feels that this move to consolidate IUK’s business activities under INTEC’scontrol will suitably enhance efficiency.

2.
(1)

Overview of the Divestiture
Schedule
July 31, 2012
Board of Directors’ meeting approving the Divestiture
July 31, 2012Conclude agreement for corporate the Divestiture
October 1, 2012
Date of the Divestiture (planned effective date)
Note: Neither INTEC nor the Company are required to obtain approval of the Divestiture at ageneral meeting of shareholders because for the Company, the Divestiture satisfies theconditions described for a simplified corporate divestiture under Article 784, Paragraph
3 of the Company Law, and for INTEC, it satisfies the conditions described for asummary corporate divestiture under Article 796, Paragraph 1 of the same law.
1(2)MethodThe Divestiture will be based on an absorption-type corporate divestiture method,wherein the divesting company is the Company, and the succeeding company is INTEC.

(3)

Share Allocation Associated with Divestiture
No shares of stock will be allocated because INTEC is a wholly owned subsidiary of theCompany.

(4)

Treatment of Stock Acquisition Rights and Bonds with Stock Acquisition Rights in theDivesting Company
The Company has issued stock acquisition rights, but the Divestiture will not cause anychanges to such rights. The Company has not issued any bonds with stock acquisitionrights.

(5)

Capitalization Decrease Through the Divestiture
No capitalization decrease will occur through the Divestiture.

(6)

Rights and Obligations Assumed by the Divesting Company
Upon the effective date of the Divestiture, INTEC will assume the assets listed below
and the associated rights and obligations that the Company holds related to managementof certain operations undertaken by INTEC.
1) Assets of IUK stock2) Rights and obligations associated with management of IUK3) There are no employment agreements to be assumed and therefore no rights orobligations connected to employment agreements that must be assumed.

(7)

Expectations for Fulfillment of Financial Obligations
Management at the Company, the divesting company, and at INTEC, the succeedingcompany, anticipate no problems in regard to fulfillment of financial obligations thatcome due after the effective date.

３．Summary of the Relevant Companies (As of March 31, 2012)(1) Name(2) Head office(3) Representative(4) Business

IT Holdings Corporation
INTEC Inc.
(divesting company)(succeeding company)
17-1, Nishi-Shinjuku 8-chome, Shinjuku-ku, 5-5, Ushijima-shinmachi, Toyama,Tokyo
Toyama Prefecture
Susumu Okamoto, President
Koju Takizawa PresidentManagement of Group companies and related Software development, systems
business
integration, networking, outsourcing
and IT consulting businesses¥10,001 million¥20,830 million
January 11, 1964April 1, 2008
87,789 thousand shares
48,808 thousand shares(5) Paid-in capital(6) Established(7) Number ofshares issued(8) Fiscal period
March 31
March 31(9) Major shareholders and Japan Trustee Services Bank, Ltd. 18.02% IT Holdings Corporation 100%
shareholding ratio
The Master Trust Bank of Japan, Ltd. 8.41%
Trust & Custody Services Bank, Ltd. 3.42%
Nippon Life Insurance Company
2.95%
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
1.88%

2

(10) Financial Status and Business Results for Most Recent Fiscal Year (March 2012)
Net assets¥150,965 million (Consolidated)¥56,135 million (Nonconsolidated)

Total assets¥310,003 million (Consolidated)¥112,695 million (Nonconsolidated)

Net assets per share¥1,636.72 (Consolidated)¥1,150.12(Nonconsolidated)

Net sales
Operating income¥327,417 million (Consolidated)¥15,621 million (Consolidated)¥92,920 million (Nonconsolidated)¥3,743 million (Nonconsolidated)

Recurring profit¥15,393 million (Consolidated)¥3,580 million (Nonconsolidated)

Net income¥2,135 million (Consolidated)¥792 million (Nonconsolidated)¥24.33 (Consolidated)¥16.24 (Nonconsolidated)

Net income per share

4.
(1)

Overview of Business Division to be Divested
Business Activities of Subject Division
Management of IUK business activities(2)

Business Performance of Subject Division
Net Sales ¥63 million (Fiscal year ended March 31, 2012)(3)

Assets and Liabilities to be Divested(As of July 31, 2012）

AssetsLiabilities

Items

Book ValueBook Value¥1,058 million

Items
Debt

IUK stockTotal¥1,058 million

Total－－5.

Company Status Following the Divestiture
The Divestiture will not result in any changes to the corporate name, businessdescription, head office address, name and position of representatives, capitalization orfiscal period of the Company or INTEC.

6.

Outlook
The Divestiture will have only a minor impact on the Company’s consolidated businessresults for fiscal 2013 because INTEC is a wholly owned subsidiary of the Company.

(Reference)

Forecast for Fiscal 2013 (announced May 10, 2012), and Fiscal 2012 Results on Consolidated
BasisNet Sales
MillionCurrent Fiscal Year, ending
March 31, 2013 (forecast)Previous Fiscal Year, ended
March 31, 2012 (actual)

OperatingIncome
MillionRecurringProfitMillion

Net Income
MillionNet Incomeper ShareYen¥340,000¥17,500¥17,000¥6,000¥68.36¥327,417¥15,621¥15,393¥2,135¥24.33

END3