MITSUI MATSUSHIMA HOLDINGS CO., LTD. July 7, 2023
To Whom It May Concern:
Company name: Mitsui Matsushima Holdings Co., Ltd.
Representative: Taishi Yoshioka, Representative Director and President
(Stock Code: 1518, Tokyo Stock Exchange (Prime Market) and Fukuoka Stock Exchange)
Contact: Mikiko Abe, Executive Officer and General Manager of Business Planning Dept.
Tel: +81-92-771-2171
Notice of Acquisition of Shares of Plus One Techno Co., Ltd. to Make It a
Subsidiary
Mitsui Matsushima Holdings Co., Ltd. (the "Company") hereby announces, as detailed below, that at its Board of Directors meeting held on July 7, 2023, it resolved to acquire 100% of shares outstanding of Plus One Techno Co., Ltd. ("Plus One Techno") from Yubaru Techno Group Co., Ltd. ("Yubaru Techno Group") (this transaction is hereinafter referred to as the "Share Acquisition") and make it a subsidiary.
It is planned that a demerger (absorption-type demerger) will be carried out on the execution date of the Share Acquisition in order to transfer from Yubaru Techno Group to Plus One Techno any assets, contracts, other rights and obligations, etc., that are necessary for the business operations of Plus One Techno.
1. Reason for the Share Acquisition
The Mitsui Matsushima Group (the "Group") adopts a policy of investing aggressively in the non-coal production business in line with its medium-term management plan (for five years) formulated in November 2018. This transaction will be carried out as part of this policy. In addition, the Group has also actively pursued opportunities for business succession in Kyushu, in which the Company is headquartered, in order to contribute to the region.
Plus One Techno, which will join the Group as its first business succession deal involving a local business in Kyushu, is headquartered in Kitakyushu City, Fukuoka Prefecture and engages mainly in the manufacture of measuring devices and also in the manufacture of special measuring instruments, such as connecting and repair pipe manufacturing equipment. Plus One
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Techno has a leading share in a niche market for extra light weight measurement that large measuring device manufacturers are unlikely to enter.
As Plus One Techno meets our investment criteria of "niche," "stable," and "easy to understand" for M&A opportunities, we believe that it will contribute to the enhancement of the Group's corporate value.
2. Outline of the subsidiary to be changed (Plus One Techno Co., Ltd.)
(1) | Name | Plus One Techno Co., Ltd. | ||
(2) Address | 9-3 Yubarumachi, Yahatanishi-ku, Kitakyushu City, Fukuoka | |||
Prefecture | ||||
(3) | Name and | title of | Suzuka Nomi, Representative Director and President | |
representative | ||||
(4) | Business | Planning, design, manufacture, sales, etc., of food processing | ||
machines | ||||
(5) | Capital | 30 million yen | ||
(6) | Establishment | February 4, 2013 | ||
(7) | Major shareholder and | Yubaru Techno Group Co. Ltd.: 100% | ||
shareholding ratio | ||||
(8) | Relationship | between | Capital relationship | None |
the Company and the | Personal relationship | None | ||
company in question | ||||
Business relationship | None | |||
(9) Operating results and financial position for the most recent three years of the company in question (non-consolidated)
Fiscal year | FY ended September | FY ended | FY ended |
2020 | September 2021 | September 2022 | |
Net sales | 676 million yen | 532 million yen | 576 million yen |
Note: At the request of Yubaru Techno Group, net assets, total assets, net assets per share, operating profit, ordinary profit, net profit, net profit per share, and dividend per share of Plus One Techno are not disclosed.
3. Outline of the counterparty of the share acquisition
(1) | Name | Yubaru Techno Group Co. Ltd. | |||
(2) Address | 9-3 Yubarumachi, Yahatanishi-ku, Kitakyushu City, Fukuoka | ||||
Prefecture | |||||
(3) | Name and | title | of | Suzuka Nomi, Representative Director and President | |
representative | |||||
(4) | Business | Management and operation of subsidiaries | |||
(5) | Capital | 70 million yen | |||
(6) | Establishment | November 27, 1996 | |||
(7) | Relationship | between | Capital relationship | None | |
Personal relationship | None | ||||
the | Company | and | the | ||
Business relationship | None | ||||
company in question | |||||
Status as a related | None | ||||
party |
Note: At the request of Yubaru Techno Group, net assets, total assets, major shareholders, and shareholding ratios of Yubaru Techno Group are not disclosed.
4. Number of shares to be acquired, acquisition cost, and shareholdings before and after the acquisition
(1) Number of shares held | 0 shares |
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before the change | (Number of voting rights: 0) |
(Percentage of voting rights held: 0%) | |
(2) Number of shares to be | 600 shares |
acquired | (Number of voting rights: 600) |
Not disclosed pursuant to the non-disclosure agreement between the | |
(3) Acquisition cost | parties, but is determined based on the comprehensive consideration |
of relevant information, including valuation by third-party valuation | |
companies. | |
(4) Number of shares to be | 600 shares |
(Number of voting rights: 600) | |
held after the change | |
(Percentage of voting rights held: 100%) | |
Notes: |
- The total number of issued shares of Plus One Techno as of the date of resolution on the Share Acquisition is 600.
- It is planned that a demerger (absorption-type demerger) will be carried out immediately before the execution of the Share Acquisition in order to transfer from Yubaru Techno Group to Plus One Techno any assets, contracts, other rights and obligations, etc., that are necessary for the business operations of Plus One Techno, and ordinary shares will be delivered by Plus One Techno to Yubaru Techno Group as consideration or the demerger. Accordingly, the number of shares to be acquired and the number of shares to be held after the change will be equal to the total number of issued shares after the increase due to the demerger.
5. Schedule
(1) Date of resolution of the | July 7, 2023 |
Board of Directors | |
(2) Date of contract | July 7, 2023 |
(3) Date of execution of | September 1, 2023 (provisional) |
share transfer |
6. Acquisition funds
The Company plans to finance the acquisition entirely with cash and deposits on hand.
7. Future outlook
The impact of the Share Acquisition on the consolidated financial results of the Company for the fiscal year ending March 31, 2024 is expected to be immaterial. The Company will disclose any necessary matters promptly as they arise in the future.
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Mitsui Matsushima Co. Ltd. published this content on 14 July 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 July 2023 02:22:00 UTC.
