SUMITOMO MITSUI TRUST HOLDINGS, INC. Sumitomo Mitsui Trust Holdings, Inc.
Please be informed that Sumitomo Mitsui Trust Bank, Limited, a subsidiary of Sumitomo Mitsui Trust Holdings, Inc. and Sumitomo Mitsui Trust Panasonic Finance Co., Ltd., a subsidiary of Sumitomo Mitsui Trust Bank, Limited today announced the attached press release.
For further information, please contact:
IR Department, Sumitomo Mitsui Trust Holdings, Inc. Telephone: +81-3-3286-8354
Facsimile: +81-3-3286-4654
To whom it may concern
S u m i to m o M its u i T r u s t B a n k , L i mite d Sumitomo Mitsui Trust Panasonic Finance Co., Ltd. M a r u b e n i C o r p o r a t i o n
Sumitomo Mitsui Trust Bank, Limited (President: Hitoshi Tsunekage; hereinafter "SuMi TRUST"), Sumitomo Mitsui Trust Panasonic Finance Co., Ltd (President: Keiji Tanaka, hereinafter "SMTPFC"), a subsidiary of SuMi TRUST, and Marubeni Corporation (President and CEO: Fumiya Kokubu, hereinafter "Marubeni") hereby announce that we have reached a definitive agreement in acquisition of 50% of shares issued by Marubeni Rail Transport Inc. (hereinafter "MRTI"), a subsidiary of Marubeni which owns Midwest Railcar Corporation (hereinafter "MRC"), a freight railcar operating leasing company in North America (this acquisition, hereinafter the "Share Acquisition").
Background and purpose of the S hare Acquisition
Freight railcar industry in North America has shown its expansion along with the growth of the U.S. economy, and has become a prosperous market which takes an important role to support the U.S. economy.
MRC is a mid-class freight railcar operating leasing company started its business in 1999 and providing its freight railcar leasing services in North America to major railway companies, grain companies, food companies, mining companies, manufacturers, etc.
Upon the Share Acquisition, SuMi TRUST and SMTPFC intend to achieve further business growth through leveraging the finance function and the expertise in leasing business of the Sumitomo Mitsui Trust Group together with the expertise in North America freight railcar leasing industry that Marubeni has established since 2006.
SuMi TRUST and SMTPFC will strengthen the operating leasing business by participating in railcar leasing business in North America and will continue to provide high value-added products and services to customers by the composition of the investment products that are backed by prime assets.
Marubeni continues to enhance its transportation infrastructure business in North America by having SuMi TRUST and SMTPFC as shareholders of MRTI and reinforcing MRC's fund raising capacity, expanding MRC's asset size, etc.
Currently, Marubeni indirectly owns 100% of shares of MRC through MRTI and Marubeni America Corporation (hereinafter "Marubeni America"), both of which are wholly-owned subsidiaries of Marubeni. Prior to the Share Acquisition, Marubeni will first make MRC a wholly-owned subsidiary of MRTI and then sell 19.9% of shares of MRTI to SuMi TRUST and 30.1% to SMTPFC.
December 25, 2015 (Today)
Execution of Share Purchase Agreement
By the end of March 2016
Completion of Share Acquisition (Planned)
The Share Acquisition is subject to necessary regulatory approvals.
＜Investment structure of MRTI and MRC prior to Share Acquisition＞
Marubeni
Marubeni America
－100%→
MRC
－20%→
MRTI
－100%→
＜Investment structure of MRTI and MRC after Share Acquisition＞
SuMi TRUST －19.9%→
－80%→
SMTPFC －30.1%→
MRTI
MRC
－100%→
Marubeni and Marubeni America －50.0%→
Outline of the Target Company (As of September 30, 2015)
(1) Name
Marubeni Rail Transport Inc.
(2) Location
State of Delaware, the United States
(3) Representative
Takuo Hayakawa, President & CEO
(4) Main business
Investment to MRC as an operator of freight railcar leasing business
(5) Capital stock
USD 36.88 Million
(6) Date of establishment
October 19, 2006
(7) Major shareholder and
proportion of shares held
Marubeni Corporation 100%
(8) Relationships with
other companies
There is no relationship to be particularly noted between SuMi TRUST,
SMTPFC and Marubeni Rail Transport Inc.
(1) Name
Midwest Railcar Corporation
(2) Location
State of Illinois, the United States
(3) Representative
Richard M. Murphy, President & CEO
(4) Main business
Freight railcar operating leasing business in North America
(5) Capital stock
USD 46.1 million
(6) Date of establishment
December 31, 1998
(7) Major shareholder and
proportion of shares held
Marubeni Rail Transport Inc.
Marubeni America Corporation
80.0%
20.0%
(8) Operating results and financial position for the past three years
(USD Millions)
FY2012
FY2013
FY2014
Total revenue
162
127
225
Net income
16
22
33
Total assets
398
499
601
Outline of the Acquirers (As of September 30, 2015)
(1) Name | Sumitomo Mitsui Trust Bank, Limited |
(2) Location | 1-4-1, Marunouchi, Chiyoda-ku, Tokyo |
(3) Representative | Hitoshi Tunekage, President |
(4) Main business | Trust and Banking Business |
(5) Capital stock | JPY 342,037 million |
(6) Date of establishment | July 28, 1925 |
(7) Major shareholder and proportion of shares held | Sumitomo Mitsui Trust Holdings, Inc. 100% |
(1) Name | Sumitomo Mitsui Trust Panasonic Finance Co., Ltd. |
(2) Location | 1-2-3, Shibaura, Minato-ku, Tokyo |
(3) Representative | Keiji Tanaka, President |
(4) Main business | General Leasing, Installment Purchase Services, Credit Card Business |
(5) Capital stock | JPY 25,584 million |
(6) Date of establishment | February 27, 1967 |
(7) Major shareholder and proportion of shares held | Sumitomo Mitsui Trust Bank, Limited 84.9% Panasonic Corporation 15.1% |
Sumitomo Mitsui Trust Holdings Inc. issued this content on 2015-12-25 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2015-12-25 08:14:12 UTC
Original Document: http://www.smth.jp/en/news/2015/E151225-1.pdf
