TOKYU CORPORATION
FOR IMMEDIATE RELEASE
July 27, 2015
TOKYU CORPORATION Representative: Hirofumi Nomoto, President
& Representative Director (Code: No.9005, Tokyo Stock Exchange First Section) Contact: Katsumi Oda, Senior Manager,
Accounting & IR Division
(Telephone: +81-3-3477-6168)
Notice Regarding Absorption-Type Merger (Simplified Merger and Short Form Merger) of Subsidiary
Tokyu Corporation (the "Company") announces that at a meeting of its Board of Directors held on July 27, 2015, it resolved to acquire its wholly owned subsidiary, N.T. Properties Co., Ltd. (hereinafter, "N.T. Properties"). As the undertaking is a simplified merger of a wholly owned subsidiary, some of the disclosed matters and content have been abridged. Details are as follows.
1. Purpose of the merger
Through the merger, the Company aims to improve the efficiency of operations such as the management of assets owned by N.T. Properties.
2. Outline of the merger
(1) Timeline of the merger (planned)
Board of Directors' meeting for the resolution of a merger agreement: July 27, 2015
Conclusion of the merger agreement: July 27, 2015
Date of the merger (effective date): October 1, 2015 (planned)
*The merger will take place without obtaining the approval of general meetings of shareholders to the merger agreement at the surviving and absorbed companies, as it is a simplified merger as specified in Article 796, Paragraph 2 of the Companies Act, and a short-form merger as specified in Article 784, Paragraph 1 of the Companies Act.
(2) Method of the merger
An absorption-type merger that will make the Company the surviving company has been adopted. As a result, N.T. Properties will be dissolved.
(3) Allotment details pertaining to the merger
The Company, which owns all of the outstanding shares of N.T. Properties, neither grants nor allots any shares or other consideration including money pertaining to the merger.
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(4) Treatment of stock acquisition rights and bonds with stock acquisition rights of the merged company
Not applicable
3. Overview of the companies involved in the merger
(Unit: million yen)
(Surviving company) As of March 31, 2015 | (Company to be merged) As of March 31, 2015 | |
(1) Company name | Tokyu Corporation | N.T. Properties Co., Ltd. |
(2) Location | 5-6 Nanpeidai-cho, Shibuya-ku, Tokyo | 5-6 Nanpeidai-cho, Shibuya-ku, Tokyo |
(3)Title and name of representative | Hirofumi Nomoto, President & Representative Director | Hirohisa Fujiwara President & Representative Director |
(4) Main business areas | Railway business, Real estate business | Real estate business |
(5) Paid-in capital | 121,724 million yen | 100 million yen |
(6) Date of establishment | September 2, 1922 | March 30, 1965 |
(7) Number of shares issued | 1,249,739,752 shares | 400 shares |
(8) Fiscal year closing | March | March |
(9) Major shareholders and ownership percentages (as of March 31, 2015) | The Dai-ichi Life Insurance Company Limited: 6.20% Sumitomo Mitsui Trust Bank, Limited: 4.77% Nippon Life Insurance Company: 4.18% | Tokyu Corporation: 100% |
(10) Net assets | 579,596 (consolidated) | 1,304 |
(11) Total assets | 2,002,532 (consolidated) | 2,111 |
(12) Net assets per share (yen) | 442.86 (consolidated) | 3,261,659.65 |
(13) Operating revenue | 1,067,094 (consolidated) | 211 |
(14) Operating profit | 71,514 (consolidated) | 69 |
(15) Recurring profit | 66,619 (consolidated) | 63 |
(16) Net income | 41,051 (consolidated) | 75 |
(17) Net income per share (yen) | 32.88 (consolidated) | 189,110.30 |
4. Post-merger conditions
The merger does not affect the Company's tradename, location, representative's title or name, business areas, capital or fiscal year.
5. Future outlook
This undertaking is an absorption-type merger of a wholly owned subsidiary, and will not have any material impact on the Company's consolidated results.
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