TOKYO, JAPAN, May 13, 2003---NTT DoCoMo, Inc. (hereinafter referred to as "we" or "DoCoMo") announced that on May 13, 2003, with the approval of its Board of Directors, DoCoMo and DoCoMo Sentsu, Inc. (hereinafter referred to as "Sentsu") entered into a share exchange agreement, by which Sentsu will become a wholly-owned subsidiary of DoCoMo by way of share exchange.
| 1. |
Purpose of the Share Exchange |
In November 2002, DoCoMo acquired all the shares in its eight regional mobile telecommunications subsidiaries by way of share exchanges so that they became its wholly-owned subsidiaries. This was done mainly for the purpose of adopting consolidated tax reporting pursuant to changes to the Japanese corporate tax system introduced in 2002. Now, DoCoMo has determined that it is necessary and appropriate to make Sentsu a wholly-owned subsidiary by way of share exchange in order for DoCoMo to increase its overall mid- and long-term group value by promoting more integrated group operations.
| 2. |
Conditions of the Share Exchange |
| (1) |
Schedule of the Share Exchange
 |
May 13, 2003 |
Approval by the Board of Directors of the share exchange agreement |
| May 13, 2003 |
Entry into the share exchange agreement |
| June 17, 2003 |
Shareholders' meeting to approve the share exchange agreement (Sentsu)* |
| July 31, 2003 |
Last day of period for submission of share certificates (Sentsu) |
| August 1, 2003 |
Effective date of the share exchange |
| * |
DoCoMo is entitled to undertake the share exchange without the approval of its shareholders pursuant to the provisions of Paragraph 1 of Article 358 of the Commercial Code of Japan.
|
|
| (2) |
Share Exchange Ratio
| Company |
Share Exchange Ratio |
| NTT DoCoMo, Inc. (sole parent company) |
1 |
| DoCoMo Sentsu, Inc. (wholly-owned subsidiary) |
0.009 |
| Note 1. |
Allotment of Shares
0.009 shares of common stock of DoCoMo will be allotted per one (1) share of common stock of Sentsu. However, no shares of DoCoMo will be allotted with respect to the shares of Sentsu already owned by DoCoMo.
|
| Note 2. |
Basis for the calculation of the share exchange ratio
DoCoMo has retained Mizuho Securities Co., Ltd. ("Mizuho Securities") and Sentsu has retained Deloitte Tohmatsu Corporate Finance Co., Ltd. ("DTCF") for advice regarding valuation for the share exchange ratio and other related matters.
Mizuho Securities and DTCF respectively performed Discounted Cash Flow Analyses, Comparable Company Analyses and Market Price Analyses in evaluating DoCoMo's corporate value, and Discounted Cash Flow Analyses and Comparable Company Analyses in evaluating Sentsu's corporate value. In arriving at their respective opinions regarding the share exchange ratio, Mizuho Securities and DTCF considered all results of their respective analyses.
Based on such advice and other relevant matters, DoCoMo and Sentsu negotiated and reached agreement regarding the above-mentioned share exchange ratio.
DoCoMo has received an opinion from Mizuho Securities that from a financial standpoint the agreed-upon share exchange ratio is fair to its shareholders.
Sentsu has also received an opinion from DTCF that from a financial standpoint the agreed-upon share exchange ratio is reasonable to its shareholders.
In the event of any material change in the facts or assumptions underlying the computation of the share exchange ratio, the above-mentioned share exchange ratio may be adjusted by mutual consultation among the parties.
|
| Note 3. |
Number of shares to be transferred to the shareholders of Sentsu upon the share exchange:
2,179.66 shares of common stock of DoCoMo. |
|
| 3. |
Shares to Be Transferred by DoCoMo in the Share Exchange
Shares to be transferred are scheduled to be treasury shares presently held by DoCoMo.
| * |
The treasury shares consist principally of the balance of the remaining unused treasury shares initially acquired for the share exchanges with the eight regional mobile telecommunications subsidiaries which occurred in November 2002. |
|
| 4. |
Summary of the Parties |
 Figures are as of March 31, 2003. |
| (1) Trade name |
NTT DoCoMo, Inc.
(sole parent company) |
DoCoMo Sentsu, Inc.
(wholly-owned subsidiary) |
| (2) Business |
Telecommunications business |
Telecommunications business |
| (3) Date of incorporation |
August 14, 1991 |
December 14, 1952 |
| (4) Location of head office |
2-11-1, Nagatacho, Chiyoda-ku, Tokyo |
2-4-5, Akasaka, Minato-ku, Tokyo |
| (5) Representative |
President & CEO
Keiji Tachikawa |
President & CEO
Harunaga Nakamura |
| (6) Stated capital |
 949,679 million |
1,300 million |
| (7) Total number of issued shares |
50,180,000 |
2,600,000 |
| (8) Shareholders' equity |
2,448,293million |
4,732million |
| (9) Total assets |
4,483,130million |
12,440million |
| (10) Fiscal year end |
March 31 |
March 31 |
| (11) Number of employees |
5,632 |
412 |
| (12) Major shareholders and shareholding ratios |
Nippon Telegraph and Telephone Corporation 62.97% |
DoCoMo 90.69% |
| (13) Major relationship banks |
Mizuho Corporate Bank, The Bank of Tokyo-Mitsubishi, UFJ Bank, Sumitomo Mitsui Banking Corp. |
Mizuho Bank |
| (14) Relationship between the parties |
|
|
| - Capital |
See the right |
DoCoMo owns 90.69% of shares |
| - Human |
See the right |
4 board members from DoCoMo |
| - Transactions |
See the right |
Certain business dealings with DoCoMo (including DoCoMo entrusting Sentsu with the provision of satellite phone and other services). |
(15) Business results for the three most recent fiscal years
| NTT DoCoMo, Inc. (sole parent company) |
| Fiscal year ended on |
March 31, 2001 |
March 31, 2002 |
March 31, 2003 |
| Operating revenue (millions of yen) |
2,142,353 |
2,355,760 |
2,476,821 |
| Operating income (millions of yen) |
336,558 |
420,159 |
455,227 |
| Recurring Profit (millions of yen) |
292,938 |
406,471 |
633,278 |
| Net income (loss) (millions of yen) |
173,005 |
(310,720) |
84,850 |
| Net income (loss) per share (yen) |
3,592.78 |
(6,192.11) |
1,698.61 |
| Dividends per share (yen) |
1,000 |
1,500 |
500 |
| Shareholders' equity per share (yen) |
54,376.83 |
47,935.97 |
48,799.56 |
| Note: |
Net income (loss) per share and shareholders' equity per share information are calculated on the assumption that a five-for-one stock split that took effect on May 15, 2002 are deemed to have taken effect at the beginning of each fiscal year indicated above in accordance with Financial Accounting Standard No. 2, "Accounting Standard for Earnings per Share", and Financial Accounting Standards Implementation Guidance No. 4, "Implementation Guidance for Accounting Standard for Earnings per Share". |
| DoCoMo Sentsu, Inc. (wholly-owned subsidiary) |
| Fiscal year ended on |
March 31, 2001 |
March 31, 2002 |
March 31, 2003 |
| Operating revenue (millions of yen) |
16,825 |
18,103 |
20,821 |
| Operating income (millions of yen) |
521 |
16 |
(600) |
| Recurring Profit (millions of yen) |
668 |
138 |
(542) |
| Net income (loss) (millions of yen) |
(753) |
13 |
(311) |
| Net income (loss) per share (yen) |
(289.55) |
5.06 |
(119.86) |
| Dividends per share (yen) |
50 |
50 |
50 |
| Shareholders' equity per share (yen) |
2,040.38 |
2,026.58 |
1,820.02 |
| 5. |
+DoCoMo's post-Share Exchange Condition
| (1) Trade Name: |
No Change |
| (2) Business: |
No Change |
| (3) Location of Head Office: |
No Change |
| (4) Representative: |
No Change |
| (5) Stated Capital: |
Shares to be transferred upon the share exchange are scheduled to be treasury shares which are held by DoCoMo. Therefore, stated capital is not expected to change. |
| (6) Effect on Financial Results: |
Sentsu has been a consolidated subsidiary of DoCoMo. Therefore, we do not expect any substantial effect upon the consolidated financial results of DoCoMo as a result of the share exchange. |
|
| 6. |
Outlook for DoCoMo's Consolidated Financial Results after the Share Exchange |
Sentsu has already been a consolidated subsidiary of DoCoMo. Therefore, we do not expect any substantial effect upon the consolidated financial results of DoCoMo as a result of the share exchange. We announced the outlook for the consolidated financial results of DoCoMo for the fiscal year ending March 31, 2004, in the earnings release for the fiscal year ended March 31, 2003.
About NTT DoCoMo
NTT DoCoMo is the world's leading mobile communications company with more than 46 million customers. The company provides a wide variety of leading-edge mobile multimedia services. These include 
, the world's most popular mobile internet service, which provides e-mail and internet access to over 38 million subscribers, and 
launched in 2001 as the world's first 3G mobile service based on W-CDMA. In addition to wholly owned subsidiaries in Europe and North and South America, the company is expanding its global reach through strategic alliances with mobile and multimedia service providers in the Asia-Pacific, Europe and North and South America. NTT DoCoMo is listed on the Tokyo (9437), London (NDCM), and New York (DCM) stock exchanges. For more information, visit www.docomo.ne.jp/english
i-mode and FOMA are trademarks or registered trademarks of NTT DoCoMo, Inc. in Japan and other countries.
