USHIO INC. July 15, 2022
Company Name: USHIO INC. Name and Title of Representative:
Koji Naito, President and Chief Executive Officer (Code Number: 6925,
Prime Market of the Tokyo Stock Exchange) Name and Title of Contact Person:
Hideaki Takizawa, General Manager, Accounting & Finance Department (TEL +81-3-5657-1000 (from overseas))
Notice Concerning the Absorption-Type Merger (Simple/Short-Form Merger) with a Wholly Owned Subsidiary
Ushio Inc. (hereinafter, the "Company") hereby announces as follows that the Company today has decided to implement an absorption-type merger with UIS, Inc. (hereinafter, "UIS"), a wholly owned subsidiary of the Company, as of September 30, 2022 (hereinafter, the "Merger").
Since the Merger is an absorption-type merger with a wholly owned subsidiary, disclosures contained herein omit certain matters and details.
1. Purpose of the Merger
UIS is a wholly owned subsidiary of the Company and is engaged in the real estate leasing and management business. The Company has decided to merge UIS into the Company for the purpose of improving management efficiency by consolidating management resources.
2. Summary of the Merger
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Schedule of the Merger
Date of decision by representative directors to approve the Merger
agreement | July 15, 2022 |
Conclusion date of the Merger agreement | July 15, 2022 |
Effective Date | September 30, 2022 (Planned) |
Note: The Merger is a simple merger pursuant to Article 796, Paragraph 2 of the Companies Act of Japan in relation to the Company and a short-form merger pursuant to Article 784, Paragraph 1 of the Companies Act of Japan in relation to UIS. Accordingly, neither the Company nor UIS will hold a shareholders' meeting to obtain approval for the Merger.
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Method of the Merger
An absorption-type merger method shall be employed with the Company as the surviving company and UIS as the absorbed company to be dissolved. - Details of Allocation under the Merger
The Company will not conduct any allocations of shares or issue of any consideration as UIS is a wholly owned subsidiary of the Company.
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- Treatment of Share Options and Bonds with Share Options under the Merger Not applicable.
3. Outline of the Parties of the Merger
Surviving company | Absorbed company | |||||
(1) | Name | Ushio Inc. | UIS, Inc. | |||
(2) | Location | 1-6-5 Marunouchi, Chiyoda-ku, | 6409 Moto-Ishikawa-cho,Aoba-ku, | |||
Tokyo 100-8150 | Yokohama-shi, Kanagawa 225-0004 | |||||
(3) | Name and title of | Koji Naito | Yuichi Asaka | |||
representative | President and Chief Executive Officer | President and Chief Executive Officer | ||||
(4) | Business lines | Light source business, equipment | Real estate leasing and management | |||
business and other businesses | business | |||||
(5) | Capital | 19,556 million yen | 100 million yen | |||
(6) | Date of establishment | March 23, 1964 | May 2, 1977 | |||
(7) | Number of issued shares | 127,000,000 | 852,000 | |||
(Common stock) | ||||||
(8) | Fiscal year-end | March 31 | March 31 | |||
(9) | Major shareholders and | The Master Trust Bank of Japan, Ltd. | ||||
shareholding ratios | (Trust Account) | 15.87% | ||||
Custody Bank of Japan, Ltd. (Trust | ||||||
Account) | 5.27% | |||||
Resona Bank, Limited | 4.99% | Ushio Inc. | 100.00% | |||
Aioi Nissay Dowa Insurance Co., | ||||||
Ltd. | 3.53% | |||||
MUFG Bank, Ltd. | 3.51% | |||||
(as of March 31, 2022) | ||||||
(10) Financial position and operating results for the last fiscal year | ||||||
Fiscal year-end | March 31, 2022 (Consolidated) | March 31, 2022 (Non-Consolidated) | ||||
Net assets | Millions of yen | Millions of yen | ||||
235,202 | 935 | |||||
Total assets | Millions of yen | Millions of yen | ||||
321,096 | 952 | |||||
Net assets per share | Yen | Yen | ||||
1,949.73 | 1,098.32 | |||||
Net sales | Millions of yen | Millions of yen | ||||
148,821 | 74 | |||||
Operating income (loss) | Millions of yen | Millions of yen | ||||
13,068 | (21) | |||||
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Ordinary income (loss) | Millions of yen | Millions of yen |
15,195 | (22) | |
Profit attributable to owners of | Millions of yen | Millions of yen |
parent (net loss) | 12,606 | (25) |
Net income (loss) per share | Yen | Yen |
104.54 | (30.47) | |
4. Situation following the Merger
There will be no changes to the Company's company name, location, name and title of representative, business lines, capital and fiscal year-end with the Merger.
5. Impact on Financial Results
Since the Merger involves a consolidated subsidiary that is wholly owned by the Company, the Merger will have a negligible impact on the Company's consolidated financial results this fiscal year and thereafter.
(Reference) Consolidated Earnings Forecast/Results (announced on May 11, 2022)
(Millions of yen) | ||||||||||||
Net sales | Operating income | Ordinary income | Profit attributable to | |||||||||
owners of parent | ||||||||||||
Fiscal Year ending | 170,000 | 17,000 | 18,500 | 14,000 | ||||||||
March 31, 2023 | ||||||||||||
Fiscal Year ended | 148,821 | 13,068 | 15,195 | 12,606 | ||||||||
March 31, 2022 | ||||||||||||
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Ushio Inc. published this content on 15 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 July 2022 06:53:01 UTC.
