Announcement of Basic Agreement of Amalgamation

Aiming at enhancement of in-vehicle information terminal business, Clarion and Xanavi Informatics plan amalgamation and expanded business

Clarion Co., Ltd. (President and Director: Mr. Tatsuhiko Izumi, Ticker Code # 6796, hereinafter referred to as “Clarion”) and Xanavi Informatics Corporation (President and Director: Mr. Osamu Numata, hereinafter referred to as “Xanavi”) announce that we have come to a basic agreement to amalgamate as of April 1, 2009.

Purposes and Targets of the Amalgamation

In the business environment we see in-vehicle information technology is advancing rapidly and becoming more diversified while markets for navigation systems are expanding globally. To cope with such environment, Clarion and Xanavi have launched “Be Number 1” activities. With the activities we pursue development and expansion of group business, targeting to be the number 1 in the industry, in Japan and in the world in in-vehicle information terminal business. At the same time we have been striving to bring about the maximum synergetic effect of our business alliance.

Xanavi possesses engineering capability and assets proved in deliveries of products such as navigation systems to M/s Nissan, Renault and Ford which have gained high appreciation of the customers. On the other hand, Clarion, having numerous car manufacturers as its customers, is serving the industry and customers with expertise of product planning capabilities and audio-acoustic technologies accumulated from long experience in aftermarket. Its business encompassing the whole branches of R & D, production, purchasing, sales & marketing and servicing is exptended throughout the world. The joining together of these two companies will ensure enhancement of the basic elements of marketing, engineering, quality management and cost competitiveness to let the new organization become a more valuable enterprise which is the target stated in the corporate vision. Furthermore, continued expansion and growth as effects of the amalgamation will be aimed at.

Effects of the Amalgamation

  • We shall combine capability of the two companies in products and engineering in order to maintain existing business as well as obtaining and expanding new business with customers. At the same time, we shall exert efforts to expand business domains through integrating technologies in ITS (Intelligent Transport Systems) and vehicle controlling. Hard efforts will be made in developing new business in retail and special equipment markets, making full use of technologies in navigation systems, to develop solution related business. On the other hand, we shall spare no efforts in enhancing audio-visual and other entertainment function as well as safety features with our technologies in vehicle mounted cameras. Further more, new portal sites, existing already in Japan known as “Chizuru to Susumu” (n.b.), will be established in Americas and in Europe, for development and expansion of software based solution business. These efforts will enable us to improve the product competitiveness and to expand the sales. (n.b.) Chizuru to Susumu: Both Chizuru and Susumu are popular names for girls and boys in Japan, combined with to (and), which give phonetically the meaning of Chizu (map) ru to (route)Susumu (advance).
  • In the area of R & D, we shall pursue more efficient deployment of R & D resources throughout the world and enhancement of R & D capability for new items and technologies. This will be achieved through integration of R & D systems of the current companies and through efforts in promoting better R & D efficiency deriving from the merit of the scale, which are essential in addressing rapidly advancing IT related technologies and global customer demands.
  • In the area of product costs, we shall endeavor in further enhancement of the competitiveness of the product costs through taking advantage of scale merits in production and material procurement and through choice of best locations for material procurement and production. Additionally, we shall take steps with speed in the area of general operations to reform the processes for better efficiency through integration of various resources and systems and better efficiency in investment.

General Description of the Amalgamation

1. Time Schedule

Sept. 24, 2008 Memorandum regarding the Amalgamation to be effected
Jan. 27, 2009 Boards of Directors to approve the Agreement of the
Amalgamation, followed by entering of the Agreement
Apr. 1, 2009 Completion of the Amalgamation

2. Method of Amalgamation

  • Xanavi merging into Clarion whereby Clarion will be the surviving corporation
  • Amalgamation without a resolution of shareholders’ meeting based on provisions of Article 796 Section 3 of the Corporate Law (‘simplified amalgamation’)

3. Expected Influence on Business Results

We forecast the influence of the amalgamation on Clarion’s consolidated business results to be slight.

4. Outline of Clarion

Name of the Company: Clarion Co., Ltd.
Date of Establishment: December 18, 1940
Representative: President and Director Tatsuhiko Izumi
Head Office: 5-35-2, Hakusan, Bunkyo-ku, Tokyo, Japan
Paid-in Capital 26,100 million yen (as of March 31, 2008)
Net Sales: Consolidated: 246,806 million yen
Non-consolidate: 139,630 million yen
(both for the fiscal year ending on March 31, 2008)
Number of Employees: Consolidated: 11,186
Non-consolidated: 1,081
(both as of March 31, 2008)

5. Outline of Xanavi

Name of the Company: Xanavi Informatics Corporation
Date of Establishment: January 21, 1991
Representative: President and Director Osamu Numata
Head Office: 2-6-35, Hironodai, Zama-shi, Kanagawa, Japan
Paid-in Capital 2,500 million yen (as of March 31, 2008)
Net Sales: 55,702 million yen
(for the fiscal year ending on March 31, 2008)
Number of Employees: 427
(as of March 31, 2008)

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