Company Name: Alpine Electronics, Inc.
Representative: Nobuhiko Komeya, President
November 24, 2016
Code Number: 6816 (First Section of the Tokyo Stock Exchange) Inquiries: Hitoshi Kajiwara, Managing Director,
Administration
TEL: +81-3-3494-1101 (from overseas)
Notice of Absorption-Type Merger of Consolidated Subsidiary and Merger between Consolidated SubsidiariesAlpine Electronics, Inc. (the "Company") hereby announces that at a meeting of the Board of Directors held on November 22, 2016 a resolution was made to execute an absorption-type merger whereby, effective April 1, 2017, the Company's wholly owned consolidated subsidiary ALPINE GIKEN INC. (hereinafter "ALPINE GIKEN") will be merged into the Company and to execute an absorption-type merger between the Company's wholly owned consolidated subsidiaries ALPINE TECHNOLOGY MANUFACTURING, INC. (hereinafter "ALPINE TECHNO"), ALPINE PRECISION, INC. (hereinafter "ALPINE PRECISION"), and ALPINE MANUFACTURING, INC.
(hereinafter "ALPINE MANUFACTURING") whereby, effective the same date, ALPINE TECHNO and ALPINE PRECISION will be merged into ALPINE MANUFACTURING. The details are as follows.
The absorption-type merger of ALPINE GIKEN is a simplified merger with a wholly owned subsidiary while the merger of ALPINE MANUFACTURING, ALPINE TECHNO and ALPINE PRECISION is a merger between wholly owned subsidiaries of the Company. Therefore, the disclosure information is stated with certain omissions.
Purpose of business reorganization
Absorption-type merger of consolidated subsidiary
ALPINE GIKEN designs in-vehicle electronic components and develops software for the Company's brands and domestic automakers. Through this merger, ALPINE GIKEN will be merged into the Company to consolidate these functions with those of the Company in order to strengthen development functions and improve development efficiency.
Merger between consolidated subsidiaries
ALPINE TECHNO performs the processes of mounting and assembling printed circuit boards, the process of assembling FA equipment, and the sale of these projects. ALPINE PRECISION performs the manufacture and sale of the mechanical unit and nose (exterior part) of the Company's products. Through this merger, ALPINE PRECISION and ALPINE TECHNO will be merged with ALPINE MANUFACTURING to consolidate these functions with those of ALPINE MANUFACTURING in order to strengthen the manufacturing functions and improve production efficiency as a domestic seamless production plant for component processes and finished product assembly.
Absorption-type merger of ALPINE GIKEN
Overview of the merger
Merger schedule
Resolution of merger at a meeting of the Board of Directors November 22, 2016 Signing of merger agreement November 22, 2016
Date of merger (effective date) April 1, 2017 (planned)
* This merger is a simplified merger with respect to the Company, in accordance with Article 796, paragraph 2 of the Companies Act, and a short-form merger with respect to ALPINE GIKEN, in accordance with Article 784, paragraph 1 of the Companies Act. Neither of the mentioned types of merger requires approval by a General Meeting of Shareholders. Therefore, the mentioned companies will execute the merger without such approval.
Merger method
The planned method of merger is an absorption-type merger, whereby the Company will be the surviving company and ALPINE GIKEN will be dissolving.
Details concerning allotments related to the merger
The Company holds all of the issued shares for ALPINE GIKEN. Therefore, upon the merger, the Company will not deliver shares or any other cash, etc. as consideration for the merger.
Handling of the disappearing company's subscription rights to shares and bonds with subscription rights to shares
No items to report.
Outline of the parties to the merger
Surviving company
in absorption-type merger
Disappearing company in absorption-type merger
(i) Name
Alpine Electronics, Inc.
ALPINE GIKEN, INC.
(ii)
Address
1-1-8 Nishi-Gotanda, Shinagawa-ku, Tokyo
1-58 Yoshima-Kogyodanchi, Iwaki City, Fukushima
(iii) Title or name of representative
Nobuhiko Komeya, President
Yoshiyuki Nakatomi, President
(iv)
Business activities
Manufacture and sale of audio products and information and communication products
Development and design of audio products and information and communication products
(v)
Capital
¥25,920 million
¥265 million
(vi)
Date of establishment
May 10, 1967
October 1, 1993
(vii)
Total number of issued shares
69,784,501 shares
4,300 shares
(viii)
Fiscal year-end
March 31
March 31
(ix)
Major shareholders and
ALPS ELECTRIC CO., LTD.
40.43%
The Company
100%
shareholding ratios
STATE STREET BANK CLIENT
OMNIBUS OM04
3.67%
Japan Trustee Services Bank, Ltd.
(Trust Account)
3.51%
NORTHERN TRUST CO. (AVFC) RE
IEDU UCITS CLIENTS NON
LENDING 15PCT TREATY
ACCOUNT
3.10%
Surviving company
in absorption-type merger
Disappearing company in absorption-type merger
(x) Financial position and operating results for the previous fiscal year
Fiscal year
Ended March 31, 2016 (consolidated)
Ended March 31, 2016 (non-consolidated)
Net assets
¥143,805 million
¥849 million
Total assets
¥205,182 million
¥1,529 million
Net assets per share
¥2,059.72
¥197,448.34
Net sales
¥273,056 million
¥3,062 million
Ordinary income
¥6,170 million
¥56 million
Profit attributable to owners of parent
¥10,698 million
¥31 million
Basic earnings per share
¥155.14
¥7,391.49
Post-merger status
There will be no change to the Company's name, address, title or name of representative, business activities, stated capital, or fiscal year-end.
Merger between ALPINE MANUFACTURING, ALPINE TECHNO and ALPINE PRECISION
Overview of the merger
Merger schedule
Resolution of merger at a meeting of the Board of Directors November 18, 2016 (at three parties to merger)
Signing of merger agreement (by three parties to merger) November 22, 2016
Approval of merger at a General Meeting of Shareholders (at ALPINE TECHNO, ALPINE PRECISION)
December 27, 2016 (planned)
Date of merger (effective date) April 1, 2017 (planned)
* This merger is a simplified merger with respect to ALPINE MANUFACTURING, in accordance with Article 796, paragraph 2 of the Companies Act. This type of merger does not require approval by a General Meeting of Shareholders. Therefore, the mentioned company will execute the merger without such approval.
Merger method
The planned method of merger is an absorption-type merger, whereby ALPINE MANUFACTURING will be the surviving company and ALPINE TECHNO and ALPINE PRECISION will be dissolving.
Details concerning allotments related to the merger
All parties of the merger are wholly owned subsidiaries of the Company. Therefore, upon the merger, the Company will not deliver shares or any other cash, etc. as consideration for the merger.
Handling of the disappearing company's subscription rights to shares and bonds with subscription rights to shares.
No items to report.
Outline of the parties to the merger
Surviving company
in absorption-type merger
Disappearing company in absorption-type merger
Disappearing company in absorption-type merger
(i) Name
ALPINE MANUFACTURING, INC.
ALPINE TECHNOLOGY MANUFACTURING, INC.
ALPINE PRECISION, INC.
(ii)
Address
3-10 Yoshima- Kogyodanchi, Iwaki City, Fukushima
61-1 Ohara Aza Shinbori, Onahama, Iwaki City, Fukushima
48-1 Akai Aza Sorimachi, Taira, Iwaki City, Fukushima
(iii) Title or name of representative
Yoshiaki Furukawa, President
Yoshio Chitose, President
Minoru Daikuhara, President
(iv) Business activities
Manufacture and sale of audio products and information and communication products
Manufacture and sale of electronic components and electronic equipment
Manufacture and sale of audio products and information and communication products
(v)
Capital
¥275 million
¥200 million
¥90 million
(vi) Date of establishment
January 25, 1974
September 22, 1973
November 24, 1983
(vii) Total number of issued shares
400,000 shares
400,000 shares
1,800 shares
(viii) Fiscal year-end
March 31
March 31
March 31
(ix) Major shareholders and shareholding ratios
The Company
100%
The Company
100%
The Company
100%
(x) Financial position and operating results for the previous fiscal year
Fiscal year
Ended March 31, 2016 (non-consolidated)
Ended March 31, 2016 (non-consolidated)
Ended March 31, 2016 (non-consolidated)
Net assets
¥1,376 million
¥1,033 million
¥1,023 million
Total assets
¥1,866 million
¥1,388 million
¥1,655 million
Net assets per share
¥3,440.49
¥2,584.10
¥568,852.24
Net sales
¥2,250 million
¥976 million
¥4,059 million
Ordinary income
¥94 million
¥2 million
¥144 million
Profit
¥61 million
¥233 million
¥95 million
Basic earnings per share
¥153.00
¥584.41
¥52,937.70
Post-merger status
There will be no change to the ALPINE MANUFACTURING's name, address, title or name of representative, business activities, stated capital, or fiscal year-end.
Future outlook
The impact of this merger on the Company and its consolidated operating results will be immaterial.
Alpine Electronics Inc. published this content on 05 December 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 05 December 2016 06:03:07 UTC.
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