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 Partial Assumption of Subsidiary Management Operations to TIS
through Corporate Divestiture
The Board of Directors at IT Holdings (hereafter, “the Company”) resolved on February 9, 2010 that theCompany would transfer some of its subsidiary management operations to TIS, Inc. (hereafter, “TIS”), awholly owned subsidiary, by way of corporate divestiture absorbed by the TIS (hereafter, “the Divestiture”),
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 operations to 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, under which the Company will relinquish control of TIS Total Service Co., Ltd.
(hereafter, “TTS”) to TIS, is part of this process, and the Board of Directors feels that this move toconsolidate TTS’ business activities under TIS’ control will suitably enhance efficiency.

2.
(1)

Overview of the Divestiture
Schedule
February 9, 2010
Board of Directors’ meeting approving the Divestiture
February 9, 2010
Conclude agreement for the Divestiture
April 1, 2010
Date of the Divestiture (planned effective date)(2)

Note: Neither TIS nor the Company are required to obtain approval of the Divestiture at a general
meeting of shareholders because for the Company, it satisfies the conditions described for asimplified corporate divestiture under Article 784, Paragraph 3 of the Company Law, and for
TIS, it satisfies the conditions described for a summary corporate divestiture under Article 796,
Paragraph 1 of the same law.
MethodThe Divestiture will be based on an absorption-type corporate divestiture method, wherein the1

divesting company is the Company, and the succeeding company is TIS.
(3)

Share Allocation Through The Divestiture
No shares of stock will be allocated because TIS is a wholly owned subsidiary of the Company.

(4)

Views on the Calculation of Share Allocation
No shares of stock will be allocated because TIS is a wholly owned subsidiary of the Company.

(5)

Capitalization Increase Through The Divestiture
No capitalization increase will occur through the Divestiture.

(6)

Treatment of Stock Acquisition Rights and Bonds with Stock Acquisition Rights in the Divesting
Company
The Company has issued stock acquisition rights, but the Divestiture will not cause any changes tosuch rights.
The Company has not issued any bonds with stock acquisition rights.

(7)

Rights and Obligations Assumed by the Divesting Company
Upon the effective date of the Divestiture, TIS will assume the assets listed in the table below andthe associated rights and obligations that the Company holds related to management of certain
operations undertaken by TTS.
1) Assets of TTS
2) Rights and obligations associated with management of TTS activities
3) There are no employment agreements to be assumed and therefore no rights or obligations
connected to employment agreements that must be assumed.

(8)

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

2

Summary of the Relevant Companies

3.

(As of December 31, 2009)(1) Name

IT Holdings Corporation(divesting company)

TIS, Inc.（succeeding company）(2) Business

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

April 1, 2008

Software development, solution andoutsourcing services related to corporate IT
investments
April 1, 1971(4) Head office5-5, Ushijima-shinmachi, Toyama, Toyama
Susumu Okamoto, President

11-30, Enoki-cho, Suita-shi, Osaka¥10,001 million¥23,110 million

86,373 thousand shares

45,336 thousand shares¥148,200 million (Consolidated)¥305,831 million (Consolidated)¥50,031 million (Nonconsolidated)(10) Fiscal period

March 31

March 31(11) Major
shareholder andshareholding ratio

Japan Trustee Services Bank, Ltd.
17.53％ IT Holdings Corporation 100％
The Master Trust Bank of Japan, Ltd. 10.08％
Japan Trustee Service Bank, Ltd.
4.21％
Nippon Life Insurance Company3.00％
The Bank of Tokyo-Mitsubishi UFJ, Ltd. 2.39％（As of September 30, 2009）(5) Representative(6) Paid-in capital(7) Number ofshares issued(8) Net assets(9) Total assets

Hiroaki Fujimiya, President¥91,236 million (Nonconsolidated)

4.
(1)

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

Business Performance of Subject Division
There are no entries related to the business performance of the subject division.

(3)

Assets and Liabilities to be Divested（As of February 9, 2010）

AssetsItemsTIS Stock
Total

Liabilities
Book Value¥50 million¥50 million

Items
Debt
Total

Book Value－－5.

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

6.

Outlook
The Divestiture will have only a minor impact on the Company’s consolidated business results forfiscal 2010 because TIS is a wholly owned subsidiary of the Company.
END3