Avex : Announcement Regarding Merger of Equity Method Affiliates and Name Change of Surviving Company

2ba567ce-a168-44f9-b98b-b76101966ad3.pdf

FOR IMMEDIATE RELEASE

December 17, 2015

Company Name: Avex Group Holdings Inc. Representative: Masato Matsuura, Representative Director, CEO

(Code No.: 7860 TSE 1st Section) For Inquiries: Shigekazu Takeuchi, Representative Director, CFO

Tel. [phone]

Announcement Regarding Merger of Equity Method Affiliates and Name Change of Surviving Company

As announced in the press release "Announcement Regarding a Consolidated Subsidiary's Acquisitions of Shares in e-License Inc. and Japan Rights Clearance Inc." issued on September 28, 2015 by Avex Group Holdings Inc. ("the Company"), Avex Music Publishing Inc. ("AMP"), the Company's wholly owned subsidiary, had been in talks with e-License Inc. (the Company's equity method affiliate; "e-License"), which is 34.4% owned by AMP, and Japan Rights Clearance Inc. (the Company's equity method affiliate; "JRC"), which is 40.9% owned by AMP, regarding business integration. The Company announces that agreements have been concluded for e-License and JRC to be merged on February 1, 2016 and for e-License, the surviving company, to undergo a name change. Details are as follows.

1. Aim of the merger

   Currently, 98% of music copyright management is handled by the Japanese Society for Rights of Authors, Composers and Publishers (JASRAC), while e-License and JRC each have roughly 1% of the market share. When we consider the environment of music users, we are now in a situation where people can compose music and share it with the world as long as they have access to a PC and Internet connection. This has led to the creation of subscription-based services and other new methods of distributing music.

   This merger is aimed at contributing to the further development of the music industry and culture by responding to the growing breadth of copyright holders and the diversification in the way users enjoy music, both brought about by advances in IT; evolving copyright management methods; and providing better services to both rightsholders and users of music.

   
   

2. Details of the merger

3. Schedule

   December 10, 2015 Extraordinary shareholder meeting for approval of the merger contract (e-License, JRC) February 1, 2016 (tentative) Date of merger (Effective date), Name change

   February 1, 2016 (tentative) Registration of merger, Registration of name change

   
   

4. Method of merger

   Merger by acquisition, in which e-License will be the surviving company and JRC will be the acquired company.

   
   

5. Issue of shares related to merger

For one share of JRC, a 0.5 share of e-License will be issued.




6. Outline of the companies to be merged (as of November 30, 2015)

   Surviving company	Acquired company
   (1) Business name	e-License Inc.	Japan Rights Clearance Inc.
   (2) Head office address	Hiroo Plaza 8F, 5-6-6 Hiroo, Shibuya-ku, Tokyo	1-6-10 Hiroo, Shibuya-ku, Tokyo
   (3) Representative	Chairman Akihiro Mino CEO Masahiro Anan	CEO Yuji Arakawa

   
   

   (4) Main businesses	Copyright management operations and other operations		Copyright management operations and other operations
   (5) Capital	424,000,000 yen		179,010,000 yen
   (6) Date of establishment	September 29, 2000		December 20, 2000
   (7) Number of shares outstanding	6,080 shares		9,100 shares
   (8) Fiscal year-end	March 31		March 31
   (9) Shareholder configuration	AMP Akihiro Mino	34.4% 21.5%	AMP Faith, Inc. JRC Holdings Inc.	40.9% 30.8% 28.3%
   (10) Relationships between the Company and e-License and JRC
   Capital	AMP holds 34.4 % of the shares issued by e-License	AMP holds 40.9 % of the shares issued by JRC
   Executive	Masahiro Anan, AMPs president, is a director of e-License.	No reportable relationship
   Transactional	AMP has concluded a copyright management outsourcing agreement.	AMP has concluded a copyright management outsourcing agreement.
   Related party	An equity method affiliate of the Company, e-License is a related party of the Company.	An equity method affiliate of the Company, JRC is a related party of the Company.

   
   

7. Planned situation of the surviving company after the merger

   
   

   (1) B u s i n e s s n a m e	NexTone, Inc. (e-License to change its name on February 1, 2016)
   (2) Main businesses	Copyright management and other operations
   (3) Head office address	Hiroo Plaza 8F, 5-6-6 Hiroo, Shibuya-ku, Tokyo
   (4) Board members	C h a i r m a n C E O	Akihiro Mino (Chairman, e-License) Masahiro Anan (CEO, e-License; President, AMP) Yuji Arakawa (CEO, JRC) Teiji Nagoshi (Senior Managing Director, e-License) Shigekazu Takeuchi (Director, AMP) Nobuhiko Takahashi (Director, JRC) Nobuyuki Kobayashi (Auditor, AMP) Kazuyoshi Yoshikawa (Auditor, e-License) Ryuichi Doshida (Auditor, JRC)
   (5) C a p i t a l	603, 010,000 yen
   (6) Fiscal year-end	March 31
   (7) Shareholder configuration	AMP 37.2% (the Company's equity method affiliate) Faith, Inc. 13.2%

8. O O

9. i r e c t o r Director (part-time) Director (part-time) A u d i t o r A u d i t o r A u d i t o r




-Fee regulations*1 and contract agreements*2 after date of merger

After the merger, the fee regulations and contract agreements of both e-License and JRC will remain effective until March 31, 2017, and no changes will be made that infringe on the interests of copyright holders and users.

New fee regulations and contract agreements will be adopted from April 1, 2017. These will be based on discussions with copyright holders and users.




*1 Fee regulations: stipulate the fees etc. that a copyright management company collects from users according to the category of use (type of work and method of use)

*2 Contract agreement: describes the conditions, etc. for commission determined by the copyright management company




10. Outlook

This merger will not have a material effect on the Company's consolidated results for the fiscal year ending March 31, 2016.