March 25, 2020 | |
Company name: | Mitsui Sugar Co., Ltd. |
Representative: | Daisuke Saiga |
President and CEO | |
(Code: 2109, TSE 1st section) | |
Inquiries to: | Koji Suzuki |
General Manager, Corporate Planning Division | |
TEL +81-3-3663-3111 | |
Company name: | Dai-Nippon Meiji Sugar Co., Ltd. |
Representative: | Yu Sato |
President and CEO | |
Inquiries to: | Hiroki Odaka |
General Manager, Corporate Div. | |
TEL +81-3-3271-0107 | |
Company name: | Nippon Beet Sugar Manufacturing Co., Ltd. |
Representative: | Tsukasa Emoto |
President | |
(Code: 2108, TSE 1st section) | |
Inquiries to: | Tadashi Yamaki |
Director, Administration Manager | |
TEL +81-3-6414-5522 |
Notice Regarding Commencement of Talks for Business Integration between Mitsui
Sugar Co., Ltd. and Dai-Nippon Meiji Sugar Co., Ltd. and
Capital and Business Alliance between Mitsui Sugar Co., Ltd., Dai-Nippon Meiji Sugar
Co., Ltd. and Nippon Beet Sugar Manufacturing Co., Ltd.
Mitsui Sugar Co., Ltd. (Head office: 36-2,Nihonbashi-Hakozakicho,Chuo-ku, Tokyo; President and
CEO: Daisuke Saiga, hereinafter referred to as "Mitsui Sugar"), Dai-Nippon Meiji Sugar Co., Ltd.
(Head office: 1-5-3, Nihonbashi, Chuo-ku, Tokyo, President and CEO: Yu Sato, hereinafter referred to
as "Dai-Nippon Meiji") and Nippon Beet Sugar Manufacturing Co., Ltd. (Head office: 3-12-14 Mita
Minato-ku, Tokyo, President: Tsukasa Emoto, hereinafter referred to as "Nitten") announce that Mitsui Sugar and Dai-Nippon Meiji resolved at the respective Board of Directors meetings held today to start discussions on business integration between the two companies (hereinafter referred to as the "Business Integration") and the capital and business alliance between the Holding Company as a result of the Business Integration (as defined in 3. (1) below. The same shall apply hereinafter.) and Nitten (hereinafter referred to as the "Capital and Business Alliance"), and that Nitten resolved at the Board of Directors meeting held today to start discussions on the Capital and Business Alliance.
1. Background and Objectives of the Business Integration and the Capital and Business Alliance
Since the establishment of the predecessors as pioneers of the modern sugar manufacturing companies, each of Mitsui Sugar, Dai-Nippon Meiji, and Nitten (hereinafter collectively referred to as
1
the "Companies") have worked for many years to create affluent lifestyle and culture through providing foodstuffs centering on sugar. The Companies have also contributed to the revitalization of regional agriculture and economy by using key crops in regions as raw materials, such as beet in Hokkaido and sugarcane in Okinawa and Kagoshima. The Companies are involved in the entire process of sugar manufacturing from cultivation of beet and sugarcane to sugar production.
However, the business environment surrounding each company is becoming increasingly severe, with the decrease in population, diversification of demand for sweeteners, and progress in the TPP and economic partnership agreements with many countries. In responding to these issues, it is necessary to further strengthen business bases of each company.
Against this backdrop, the Companies, each of these have many years of experience in the Japanese sugar manufacturing industry, through the Business Integration and the Capital and Business Alliance, wish to further reinforce the foundation of stable domestic supply systems and strengthen their international competitiveness to grow as companies by combining their extensive management know-how, including production technology, quality and cost control methods, logistics, and raw material procurement.
2. Aims of the Business Integration and the Capital and Business Alliance
Mitsui Sugar and Dai-Nippon Meiji, through the Business Integration, aim to become a company with a solid profit base and growth potential by promoting efficiency in supply chain and operation management, establishing sustainable management system, enhancing group management, and strengthening portfolio allocation to R&D and growth fields through concentrating and reallocating the management resources of both companies, such as human resources and funds, in accordance with the "spirit of equality".
Through this Capital and Business Alliance, Nitten will continue to contribute to the local economy and the sound development of the Japanese sugar industry by securing raw materials, contributing to the stable operation of the sugar industry in Japan as a whole, and passing on and improving production technology through the exchange among engineers under the cooperation with the Holding Company.
In line with the above aims, the Companies have determined that the best policy for all stakeholders, including raw material producers, customers, local communities, shareholders, and employees, is to create synergies by fusing the strengths of each company to contribute to the future development of the Japanese sugar industry and improvement of the enterprise values.
3. Summary of the Business Integration (Share Exchange, Company Split) and the Capital and Business Alliance
(1) Structure of the Business Integration
The assumed structure at present is as follows. It may be changed in accordance with the progress of future discussions.
Mitsui Sugar and Dai-Nippon Meiji will conduct a share exchange in which Mitsui Sugar will become a wholly-owning parent company and Dai-Nippon Meiji will become a wholly-owned subsidiary. In
2
addition, at the same time of the share exchange, Mitsui Sugar will implement a company split with the company that will succeed the business of Mitsui Sugar (hereinafter referred to as the "Successor Company"). The rights and obligations relating to the business of Mitsui Sugar will be succeeded by the Successor Company, and Mitsui Sugar will become a holding company responsible for group management and asset management businesses (hereinafter referred to as the "Holding Company"). In connection with the Business Integration, the Successor Company will change its trade name to "Mitsui Sugar Co., Ltd.". The Holding Company plans to maintain its listing status under its current stock code (2109) of Mitsui Sugar.
The decision on the name of the Holding Company, head office, representative, board members, other basic matters and the integration ratio under the Business Integration will be made after consultation between Mitsui Sugar and Dai-Nippon Meiji. Mitsui Sugar and Dai-Nippon Meiji plan to set up a "Business Integration Review Committee" to begin examining the Business Integration.
(2) Structure of the Capital and Business Alliance
After the Business Integration, the Holding Company will acquire approximately 10% of the total voting rights of Nitten, while Nitten will acquire the shares of the Holding Company of equal value. Details, including the method of acquisition, have not yet been determined, and we will continue to discuss details.
(3) Schedule
(i) The Business Integration
At the end of Sep. 2020 (plan) | Contract conclusion based on the final agreement |
Oct. 2020 - Mar. 2021 (plan) | Extraordinary general meetings of shareholders at |
Mitsui Sugar and Dai-Nippon Meiji | |
April 1, 2021 (plan) | Effective date of the Business Integration |
(ii) The Capital and Business Alliance
The Capital and Business Alliance will be implemented at a time to be discussed and agreed separately by Mitsui Sugar, Dai-Nippon Meiji and Nitten.
4. Overview of the Parties Involved in the Business Integration and the Capital and Business Alliance (As of March 31, 2019)
Dai-Nippon Meiji Sugar | Nippon Beet Sugar | |||
(1) | Name | Mitsui Sugar Co., Ltd. | Manufacturing Co., | |
Co., Ltd. | ||||
Ltd. | ||||
Location of | 36-2, | 1-5-3, Nihonbashi, | 3-12-14 Mita | |
Nihonbashi-Hakozakic | ||||
(2) | registered | Chuo-ku, Tokyo, | Minato-ku, Tokyo, | |
ho, Chuo-ku, Tokyo, | ||||
head office | 103-0027 | 108-0073 | ||
103-8423 | ||||
Name and title | President and CEO: | President and CEO: Yu | President: Tsukasa | |
(3) | of | |||
Daisuke Saiga | Sato | Emoto | ||
representative | ||||
3
Manufacturing and | |||||||
Manufacturing, | sales of beet sugar, | ||||||
refined sugar, yeast, | |||||||
processing and sales | |||||||
oligosaccharide and | |||||||
of refined sugar, sugar | |||||||
Manufacturing and | other food materials, | ||||||
products and | |||||||
sales of refined sugar, | compound feed, paper | ||||||
Description of | by-products Importing, | ||||||
(4) | sugar products and | pot (nursery cylinders | |||||
business | manufacturing, | ||||||
food ingredients, and | for transplanting | ||||||
processing and sales | |||||||
real estate business | culture), Sugar beet | ||||||
of seasonings, | |||||||
seeds, agricultural | |||||||
importing and sales of | |||||||
machinery and | |||||||
gymnema and quinoa | |||||||
equipment, and real | |||||||
estate business | |||||||
(5) | Paid-in capital | JPY 7,083 million | JPY 2,000 million | JPY 8,279 million | |||
Founded in 1895 | |||||||
Date of | Established in 1984 | ||||||
(6) | September 4, 1947 | *Company name was | June 11, 1919 | ||||
incorporation | |||||||
changed in July 1996 | |||||||
due to a merger | |||||||
(7) | Number of | 28,333,480 shares | 40,000 shares | 15,325,642 shares | |||
issued shares | |||||||
(8) | End of fiscal | March 31 | March 31 | March 31 | |||
year | |||||||
(9) | Number of | 1,201 (Consolidated) | 327 (Consolidated) | 707 (Consolidated) | |||
employees | |||||||
Major | Meiji | ||||||
shareholders | Mitsui & | Mitsubishi | 100.00 | ||||
(10) | and | 32.24% | Holdings | 10.36% | |||
Co., Ltd. | Corporation | % | |||||
shareholding | Co., Ltd. | ||||||
ratio | Member of | ||||||
The Master | |||||||
stock | |||||||
Trust Bank | |||||||
5.47% | holders of | 6.12% | |||||
of Japan, | |||||||
Nitten's | |||||||
Ltd. | |||||||
suppliers | |||||||
Toyota | |||||||
Mizuho | |||||||
Tsusho | 3.75% | 4.97% | |||||
Bank, Ltd. | |||||||
Corporation | |||||||
Japan | |||||||
Japan | |||||||
Trustee | 2.37% | Trustee | 4.58% | ||||
Services | Services | ||||||
Bank, Ltd. | Bank, Ltd. | ||||||
Sojitz | The | ||||||
1.87% | Norinchukin | 3.63% | |||||
Corporation | |||||||
Bank | |||||||
(11) Relationship between the two companies, etc. | |||||||
Capital | N/A | ||||||
relationship | |||||||
Personnel | N/A | ||||||
relationship | |||||||
Transactional | N/A | ||||||
relationship | |||||||
Status as a | N/A | ||||||
Related Party | |||||||
- Shares of treasury stock are excluded from the principal shareholders listed above. Shareholding ratio is calculated by subtracting the treasury stock.
4
- Operating results and financial conditions for the latest three fiscal years (Unit: JPY million, except as otherwise noted)
Mitsui Sugar Co., Ltd. (consolidated)
Fiscal year ended | March 2017 | March 2018 | March 2019 |
Consolidated net assets | 83,682 | 89,871 | 95,063 |
Consolidated total assets | 121,549 | 131,852 | 139,867 |
Consolidated net assets per | 2,872.96 | 3,083.61 | 3,201.11 |
share (JPY) | |||
Consolidated sales | 103,177 | 105,291 | 105,274 |
Consolidated operating | 5,215 | 6,354 | 3,742 |
income | |||
Consolidated ordinary | 12,494 | 13,609 | 10,314 |
income | |||
Consolidated net income | 7,482 | 8,313 | 6,862 |
Consolidated net income | 280.19 | 311.33 | 257.00 |
per share(JPY) | |||
Dividend per share (JPY) | 100 | 110 | 110 |
- Mitsui Sugar Co., Ltd. completed the share consolidation of every five (5) shares of common stock into one (1) share on October 1, 2016. As a result, consolidated net assets per share and consolidated net income per share were calculated based on the assumption that the consolidation was carried out at the beginning of the fiscal year ended March 2017. Cash dividends per share for the year ended March 2017 have been converted to the amounts after the share consolidation.
Dai-Nippon Meiji Sugar Co., Ltd. (standalone)
Fiscal year ended | March 2017 | March 2018 | March 2019 |
Net assets | 19,035 | 20,443 | 22,529 |
Total assets | 24,202 | 25,441 | 27,429 |
Net assets per share (JPY) | 475,877.28 | 511,076.31 | 563,232.92 |
Sales | 35,045 | 35,001 | 33,446 |
Operating income | 1,541 | 1,967 | 2,550 |
Ordinary income | 1,606 | 2,032 | 2,619 |
Net income | 838 | 1,404 | 2,092 |
Net income per share(JPY) | 20,955.82 | 35,108.95 | 52,301.28 |
Nippon Beet Sugar Manufacturing Co., Ltd. (consolidated)
Fiscal year ended | March 2017 | March 2018 | March 2019 |
Consolidated net assets | 68,817 | 68,260 | 69,438 |
Consolidated total assets | 98,946 | 99,106 | 98,302 |
Consolidated net assets per | 4,866.59 | 4,821.55 | 4,892.67 |
share (JPY) | |||
Consolidated sales | 58,133 | 58,895 | 57,997 |
Consolidated operating | 2,178 | 1,584 | 1,577 |
income | |||
Consolidated ordinary | 2,518 | 1,983 | 2,037 |
income | |||
Consolidated net income | 1,513 | 1,223 | 1,324 |
Consolidated net income | 107.12 | 86.47 | 93.37 |
per share(JPY) | |||
Dividend per share (JPY) | 50 | 50 | 80 |
- Nitten completed the share consolidation of every ten (10) shares of common stock into one (1) share on October 1, 2016. As a result, consolidated net assets per share and consolidated net income per share were calculated based on the assumption that the consolidation was carried out at the
5
beginning of the fiscal year ended March 2017. Cash dividends per share for the year ended March 2017 have been converted to the amounts after the share consolidation.
5. Outlook For the Future
The impact of the Business Integration and the Capital and Business Alliance on Mitsui Sugar, Dai-Nippon Meiji and Nitten's forecasts for the fiscal year ending March 2020 is expected to be immaterial.
In the future, if any matter to be disclosed in accordance with the progress of the discussions for the Business Integration and the Capital and Business Alliance arises, the Companies will promptly announce such matter.
End
6
Attachments
- Original document
- Permalink
Disclaimer
Mitsui Sugar Co. Ltd. published this content on 27 March 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 March 2020 04:52:04 UTC