IBIDEN CO.,LTD. March 31, 2022
Company name: Representative: Securities Code:IBIDEN Co., Ltd.
Takeshi Aoki, President & CEO 4062 TSE, NSE 1st Section
Contact:
Tel.:
Yasuhito Hirose, Division Manager of Strategic Corporate Planning Division +81 584 81 7973
Notice of Change in Consolidated Subsidiary (Transfer of Shares)
IBIDEN announces that its Board of Directors, at a meeting held today, resolved to transfer all shares of IBIDEN Ceram GmbH and CERAM Liegenschaftsverwaltung GmbH held by IBIDEN Europe B.V., a subsidiary of IBIDEN.
1． Reason for transfer of shares
IBIDEN Europe B.V. will transfer all shares of IBIDEN Ceram GmbH (ICG) and CERAM Liegenschaftsverwaltung GmbH (CLV) held by IBIDEN Europe B.V. (IEU) to improve the group management efficiency. The goal is to achieve continual growth as a company by channeling resources into areas with future growth potential.
2． Background
We acquired all shares of ICG and 50% of CLV from Frauenthal Holding AG in April 2012, and subsequently acquired all shares of CLV in September 2018. From the perspective of selection and concentration, we have resolved to restructure our business in light of changes in the internal and external business environment.
3． Outline of subsidiaries to be transferred
(1) Outline of ICG
(1) Name | IBIDEN Ceram GmbH |
(2) Address | Gamserstraße 38, 8523 Frauental, Austria |
(3) Title and name of representative | Managing Director Christian Kögl |
(4) Business | Manufacture and sales of the ceramic products |
(5) Capital stock | 182 k-EUR |
(6) Date of establishment | 1921 |
(7) Major Shareholders and Shareholding Ratio | IBIDEN Europe B.V. 100% | ||
(8) Relationship between the Seller and the Company | Capital ties | Our subsidiary IEU has a 100% stake in ICG. | |
Personal relations | One director and two employees of the Company and one director of IEU, a subsidiary of the Company, concurrently serve as auditors (part-time) of ICG. | ||
Business relationship | There are product sales transactions between IBIDEN, our group companies, and ICG. | ||
(9) Financial status and operating results for the last 3 years *1 (Unit: k-EUR) | |||
Accounting period | 3/2019 | 3/2020 | 3/2021 |
Equity | 17,594 | 14,755 | 15,662 |
Total assets | 79,288 | 63,757 | 60,230 |
Net sales*2 | 94,384 | 82,123 | 90,719 |
Operating income | 1,878 | −957 | 3,889 |
Net income | 1,003 | −2,846 | 1,029 |
*1. Consolidated figures with subsidiaries IBIDEN CERAM Inc. and IBIDEN CERAM
Frauenthal Korea Co., Ltd.
*2. Net sales include internal transactions. (1) Outline of CLV
(1) Name | CERAM Liegenschaftsverwaltung GmbH | |
(2) Address | Gamserstraße 38, 8523 Frauental, Austria | |
(3) Title and name of representative | Managing Director Jun Yokoe | |
(4) Business | Maintenance service of IBIDEN Ceram GmbH and management and leasing of commercially used real estate | |
(5) Capital stock | 902 k-EUR | |
(6) Date of establishment | 1991 | |
(7) Major Shareholders and Shareholding Ratio | IBIDEN Europe B.V. 90% | |
IBIDEN Ceram GmbH 10% | ||
(8) Relationship between the Seller and the Company | Capital ties | Our subsidiary IEU has a 90% stake in CLV and ICG has a 10% stake in CLV. |
Personal relations | One director of IEU, a subsidiary of the Company, concurrently serves as President and Representative Director of CLV. | |
Business relationship | Nothing to note. |
(9) Financial status and operating results for the last 3 years (Unit: k-EUR) | |||
Accounting period | 3/2019 | 3/2020 | 3/2021 |
Equity | 1,720 | 1,781 | 1,739 |
Total assets | 2,623 | 1,815 | 1,802 |
Net sales | 3,078 | 1,449 | 194 |
Operating income | 68 | 60 | 1 |
Net income | 69 | 62 | 2 |
4． Outline of the counterparty to the transfer of equity interest
(1) Name | Core Value Industry Holding GmbH |
(2) Address | Seilerstätte 15 Top 10-11, 1010 Vienna, Austria |
(3) Title and name of representative | Dr. Ferry Tahan |
(4) Business | Industry Holdings |
(5) Capital stock | 35 k-EUR |
(6) Date of establishment | March 14, 2022 |
(7) Major Shareholders | Dr. Ferry Tahan |
(8) Relationship between the Buyer and the Seller | There are no personal or business relationships to be noted. In addition, the Buyer is not a related party of the Seller. |
5． Percentage of equity interest transferred, transfer price, and status of ownership before and after the transfer
(1) Before transfer | ICG: 100%, CLV: 100% |
(2) Transfer ratio | ICG: 100%, CLV: 100% |
(3) After transfer | ICG: 0%, CLV: 0% |
*The transfer price will not be disclosed due to contractual confidentiality obligations.
6． Date
(1) Board resolution date | March 31, 2022 |
(2) Equity transfer date | March 31, 2022 |
7． Future Outlook
The impact of this transfer of equity interest will be incorporated into the consolidated financial results for the fiscal year ending March 31, 2022. The impact of this share transfer on consolidated financial results is currently under scrutiny and will be announced as soon as an event occurs that requires disclosure.
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Disclaimer
Ibiden Co. Ltd. published this content on 31 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 March 2022 06:35:07 UTC.
