November 26, 2020
Company Name: Fuji Electric Co., Ltd.
Representative: Michihiro Kitazawa, President and Chairman of the Board of Directors (Code Number: 6504, listed on the first sections of TSE, NSE and on FSE) Contact: Masayoshi Kisaki, General Manager, Corporate Planning Office Corporate Management Planning Headquarters Telephone: +81-3-5435-7213
Notice Regarding Conclusion of Merger Agreement with Consolidated Subsidiary
At a meeting convened today, the Board of Directors of Fuji Electric Co., Ltd. (the "Company") resolved to conclude a merger agreement with wholly owned subsidiary Ibaraki Fuji Co., Ltd. The merger agreement was concluded thereafter.
This merger is a simple absorption-type merger of a wholly owned subsidiary, and accordingly certain disclosure items and details have been omitted.
1. Objective of the merger
Switchboards, control panels, and other switchgear and controlgear products are core products in the plant system field, and strengthening the competitiveness of these products is crucial to expanding operations in this field.
Ibaraki Fuji manufactures and sells switchgear and controlgear products. The merger of this company into Fuji Electric is aimed at enabling the Company to integrate the resources that were previously dispersed between it and Ibaraki Fuji to facilitate the acceleration of standardization and the shift to in-house production and to thereby strengthen its product lineup.
In this manner, Fuji Electric will seek to expand its power electronics systems businesses.
2. Outline of the merger | |
(1) Schedule for the merger | |
Date of merger resolution by the Board of Directors | November 26, 2020 (Thursday) |
Conclusion of merger agreement | November 26, 2020 (Thursday) |
Planned effective date of merger | April 1, 2021 (Thursday, tentative) |
Note: The Company and Ibaraki Fuji Co., Ltd., plan to follow procedures for a simple merger and a short-form merger which, in accordance with the provisions of Paragraph 2, Article 796, and Paragraph 1, Article 784, of the Companies Act, do not require approval from a general meeting of shareholders.
(2) Form of the merger
The merger is expected to take the form of an absorption-type merger, with Fuji Electric Co., Ltd., as the surviving company and Ibaraki Fuji Co., Ltd., being dissolved.
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Content of allotments related to the merger
As Ibaraki Fuji Co., Ltd., is a wholly owned subsidiary of the Company, no plans exist to issue new shares or augment paid-in capital in relation to the merger, nor is any money expected to be delivered due to the merger.
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- Handling of share options and bonds with share options in the company to be absorbed Ibaraki Fuji Co., Ltd., has issued no share options or bonds with share options.
3. Overview of companies involved in the merger
(1) Company name | Fuji Electric Co., Ltd. | Ibaraki Fuji Co., Ltd. | |
(Surviving company) | (Company to be absorbed) | ||
Development, manufacture, sale, | Manufacture and sale of control | ||
and service of various equipment | panels | ||
and systems related to social | |||
infrastructure in energy, | |||
(2) Business activities | industrial, transportation, and | ||
other fields as well as of | |||
semiconductor devices, | |||
photoconductors, and vending | |||
machines, and provision of | |||
solutions in relation to these | |||
items | |||
(3) Established | August 29, 1923 | April 8, 1969 | |
(4) Head office | 1-1, Tanabeshinden, | 471 Shimokido, | |
Kawasaki-ku,Kawasaki-shi | Shimotsuma-shi, Ibaraki | ||
(5) Representative | Michihiro Kitazawa, President and | Yukimasa Kanda, President | |
name, position | Chairman of the Board of Directors | and Representative Director | |
(6) Paid-in capital | ¥47,586 million | ¥100 million | |
(7) Shares issued | 149,296,991 shares | 142,600 shares | |
(8) Total net assets | ¥406,002 million (consolidated) | ¥1,212 million | |
(As of March 31, 2020) | (non-consolidated) | ||
(9) Total assets | ¥996,827 million (consolidated) | ¥1,830 million | |
(As of March 31, 2020) | (non-consolidated) | ||
(10) Fiscal year-end | March 31 | March 31 | |
(11) Employees | 27,960 (consolidated) | 91 (non-consolidated) | |
(As of March 31, 2020) | |||
Japan Trustee Services Bank, | |||
(12) Major | Ltd. (Trust Account): 11.46% | ||
shareholders and | The Master Trust Bank of | Fuji Electric Co., Ltd.: 100% | |
percentage ownership | Japan, Ltd. | ||
(As of March 31, 2020) | |||
(Trust Account): 10.88% | |||
FUJITSU LIMITED: 2.85% | |||
Capital | The Company | holds 100% of voting rights in the | |
relationship | company to be absorbed. | ||
Personal | Some employees of the Company are | ||
concurrently directors of the company to be | |||
relationships | |||
(13) Relationships | absorbed. | ||
between the companies | Transactional | Transactions involving the sale of products and | |
involved in the merger | relationships | services are conducted between the Company and | |
the company to be absorbed. | |||
Status of | As the company to be absorbed is a consolidated | ||
related parties | subsidiary of the Company, it is a related party | ||
to the merger | to the merger. |
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(14) Operating performance for the most recent three-year period
Fuji Electric Co., Ltd. | Ibaraki Fuji Co., Ltd. | |||||||||||
(Consolidated) | (Non-consolidated) | |||||||||||
Fiscal year | Fiscal year | Fiscal year | Fiscal year | Fiscal year | Fiscal year | |||||||
Fiscal period | ended | ended | ended | ended | ended | ended | ||||||
March 31, | March 31, | March 31, | March 31, | March 31, | March 31, | |||||||
2018 | 2019 | 2020 | 2018 | 2019 | 2020 | |||||||
Net sales | 893,451 | 914,915 | 900,604 | 4,820 | 4,005 | 2,348 | ||||||
(Millions of yen) | ||||||||||||
Operating | 55,962 | 59,972 | 42,515 | 266 | 169 | (60) | ||||||
income (loss) | ||||||||||||
(Millions of yen) | ||||||||||||
Ordinary | 56,047 | 63,479 | 44,513 | 275 | 200 | (55) | ||||||
income (loss) | ||||||||||||
(Millions of yen) | ||||||||||||
Net income | 37,763 | 40,267 | 28,793 | 197 | 218 | (49) | ||||||
(loss) | ||||||||||||
(Millions of yen) | ||||||||||||
Net income | 264.34 | 281.89 | 201.57 | 1,383.19 | 1,528.34 | (346.17) | ||||||
(loss) per share | ||||||||||||
(Yen) | ||||||||||||
Dividends per | 70.00 | 80.00 | 80.00 | 415.00 | 459.00 | 0.00 | ||||||
share (Yen) | ||||||||||||
Net assets per | 2,314.50 | 2,470.65 | 2,559.60 | 8,189.33 | 9,302.68 | 8,497.51 | ||||||
share (Yen) | ||||||||||||
4. Post-merger status | ||||||||||||
(1) Company name | Fuji Electric Co., Ltd. | |||||||||||
(2) Business activities | Development, manufacture, sale, and service of various equipment | |||||||||||
and systems related to social infrastructure in energy, industrial, | ||||||||||||
transportation, and other fields as well as of semiconductor devices, | ||||||||||||
photoconductors, and vending machines, and provision of solutions in | ||||||||||||
relation to these items | ||||||||||||
(3) Head office | 1-1, Tanabeshinden, Kawasaki-ku,Kawasaki-shi | |||||||||||
(4) Representative | Michihiro Kitazawa, President and Chairman of the Board of | |||||||||||
name, position | Directors | |||||||||||
(5) Paid-in capital | There are no plans to increase paid-in capital through the merger. | |||||||||||
(6) Total net assets | (To be confirmed) | |||||||||||
(7) Total assets | (To be confirmed) | |||||||||||
(8) Fiscal year-end | March 31 |
5. Outlook for the future
As the company to be absorbed is a consolidated subsidiary, with 100% of its voting rights owned by the Company, the merger is not expected to impact consolidated operating performance. If it becomes apparent that this merger is likely to materially affect consolidated operating performance, the Company will provide timely notice of such expectations.
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Fuji Electric Co. Ltd. published this content on 26 November 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 November 2020 06:42:02 UTC