February 9, 2010
(Translated from the Japanese original)
Company Name: IT Holdings Corporation
URL:
http://www.itholdings.co.jp
Representative: Susumu Okamoto, President
Stock Listing:First Section of the Tokyo Stock Exchange
Stock Code:3626
Contact:
Iwao Sakuma, General Manager,
Group Public Relations Department
Phone:+81-3-6738-7557(in Japan, 03-6738-7557)

Notice regarding Corporate Divestiture of Subsidiary INTEC under New Group Formation
The Board of Directors at IT Holdings (hereafter, “the Company”) resolved on February 9, 2010 that theCompany would assume the portion of stock held by INTEC Inc. (hereafter, “INTEC”), a subsidiary of theCompany, in two of its subsidiaries by way of corporate divestiture absorbed by the Company (hereafter, “theDivestiture”), effective April 1, 2010. Details are provided below.
Please note that some details of disclosure have been omitted from this press release because simple
divestiture of a wholly owned subsidiary does not require such information.
Details1.

Purpose of the Divestiture
Since its establishment, the Company has endeavored to strengthen the IT Holdings Group andenhance management efficiency through a gradual process of realignment within the Group. The
Divestiture, which will turn two INTEC subsidiaries—IUK Inc. and Chuo System Corporation—
into direct subsidiaries of the Company, is part of this process, and the Board of Directors feels that
INTEC’s divestiture of these two subsidiaries will contribute most effectively to expansion of theGroup’s business.

2.
(1)

Overview of the Divestiture
Schedule
February 9, 2010
Board of Directors’ meeting approving the Divestiture
February 9, 2010
Conclude agreement for corporate the Divestiture
April 1, 2010
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 INTEC, the divesting company, it is regarded asa summary absorption-type corporate divestiture under Article 784, Paragraph 1 of theCompany Law, and for the Company, the succeeding company, it is regarded as a simplified
absorption-type corporate divestiture under Article 796, Paragraph 3 of the same law.

1(2)MethodThe Divestiture will be based on the absorption-type corporate divestiture method, wherein thedivesting company is INTEC, a wholly owned subsidiary of the Company, and the succeedingcompany is the Company.

(3)

Details of Share Allocation Through The Divestiture
No shares of stock will be allocated to INTEC, because INTEC is a wholly owned subsidiary of theCompany.

(4)

Capitalization Increase Through The Divestiture
No capitalization increase will occur through the Divestiture(5)

Treatment of Stock Acquisition Rights and Bonds with Stock Acquisition Rights in the Divesting
Company
Not applicable.

(6)

Rights and Obligations Assumed by the Succeeding Company
Upon the effective date of the Divestiture, the Company will assume the assets listed in the tablebelow and the associated rights and obligations that INTEC holds related to the management of thesubject subsidiaries. The Company will not assume liabilities.

(7)

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

３．Summary of the Relevant Companies(1) Name

IT Holdings Corporation（succeeding company）(2) Business

Management and business execution of groupcompanies, and related business(3) Established(4) Head office

April 1, 2008
5-5, Ushijima-shinmachi, Toyama, Toyama
Susumu Okamoto, President¥10,001 million(5) Representative(6) Paid-in capital(7) Number of86,373 thousand sharesshares issued(8) Net assets¥148,200 million (Consolidated)(9) Total assets¥305,831 million (Consolidated)(10) Fiscal period
March 31(11) Major shareholder Japan Trustee Services Bank, Ltd.
and shareholding ratio The Master Trust Bank of Japan, Ltd.

(As of December 31, 2009)
INTEC Inc.
(divesting company）
Software development, system integration,
networking, outsourcing and IT consulting
businesses
January 11, 1964
5-5, Ushijima-shinmachi, Toyama, Toyama
Katsuki Kanaoka, President¥20,830 million
48,808 thousand shares¥56,050 million (Nonconsolidated)¥118,512 million (Nonconsolidated)
March 3117.53％
10.08％
Japan Trustee Service Bank, Ltd.
4.21％
IT Holdings Corporation 100％
Nippon Life Insurance Company
3.00％
The Bank of Tokyo-Mitsubishi UFJ, Ltd. 2.39％（As of September 30, 2009）

2

4.
(1)

Overview of Assets to be Assumed
Assets to be Assumed
NTEC’s equity stake in the two subsidiaries(2)

Asset Entries and Amounts
Based on the Divestiture agreement signed by the Company and INTEC on February 9, 2010, theCompany will assume the following equity holdings in INTEC subsidiaries:
100% stake in IUK and a 95.7% stake in Chuo System. Book value of the stock transferred to theCompany will be ¥1,565 million.

5.

Listed Company Status Following The Divestiture
The Divestiture will not result in any changes to the Company’s stock code, business description,
head office address, name and position of representative, capitalization or fiscal period.

6.

OutlookThe Divestiture will have no impact on the Company’s consolidated business results for fiscal 2010.

END3