Cosmo Energy Holdings Co., Ltd. (Representative Director & CEO: Keizo Morikawa)(hereinafter, CEH) announced that submission had been made yesterday to the Japan Fair Trade Commission in relation to the intention of share acquisition of Maruzen Petrochemical Co., Ltd.(hereinafter, MPC), an affiliate company currently accounted for under the equity method. CEH is in discussion with other shareholders of MPC in acquiring the shares which they own in order to incorporate MPC into CEH's consolidated accounts.
CEH intends to conclude the transaction agreement with the existing shareholders of MPC and complete the share acquisition to incorporate MPC into CEH's consolidated accounts by the end of March 2016 subject to approval by the Japan Fair Trade Commission.
1. Reason of Share Acquisition
MPC owns and operates one of the most competitive naphtha crackers in Japan but the petrochemical industry faces increasing competition in the future for reasons such as the North American and Chinese competitors producing products from low cost feedstock, slowing demand growth in China and the declining domestic demand.
Under such business environment, this acquisition will allow CEH to optimize its petroleum and petrochemical business operations, further strengthening its cost competitiveness. Furthermore, this transaction leads to the possibility of increasing the cost competitiveness for the whole industrial zone in the area (CEH - MPC - Petrochemical derivative producers)
2. Summary of MPC
(1) Company Name | Maruzen Petrochemical Co., Ltd. | ||
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(2) Registered Address | 1-1, Irifune 2-chome, Chuo-ku, Tokyo | ||
(3) Name & Title of Representative | Shun Fujii (Representative Director, President) | ||
(4) Primary Business | Petrochemical Business (Production, Sales, Etc.) | ||
(5) Paid-in-Capital | 10,000 MM JPY | ||
(6) Date of Establishment | October 10, 1959 | ||
(7) Shareholders | 12.00% Ube Industries Ltd. 10.00% Cosmo Matsuyama Oil Co., Ltd. 4.00% The Bank of Tokyo-Mitsubishi UFJ Ltd. 2.00% KH Neochem Co., Ltd. (9.00%) (Treasury Shares) | ||
(8) Relationship with Cosmo | Capital Ties | CEH owns 6,000,000 of MPC shares (30.00%) and is accounted for under the equity method. In addition, Cosmo Matsuyama Oil Co., Ltd., 100% subsidiary of Cosmo Oil Co., Ltd., own 2,000,000 shares (10.00%) of MPC. | |
Human Resources | Keizo Morikawa, Representative Director & CEO of CEH and Hiroshi Kiriyama, Director of CEH are both also directors of MPC. | ||
Business | Cosmo Oil Co., Ltd. (100% subsidiary of CEH) and Cosmo Matsuyama Oil Co., Ltd. (100% subsidiary of Cosmo Oil Co., Ltd.) both market petrochemical feedstock and products to MPC | ||
(9) Financials for the most recent 3 years | |||
Fiscal Term | End-March 2013 | End-March 2014 | End-March 2015 |
Consolidated Net Asset | 91,673 MM JPY | 98,592 MM JPY | 103,228 MM JPY |
Consolidated Total Asset | 210,847 MM JPY | 236,789 MM JPY | 215,417 MM JPY |
Consolidated Turnover | 421,636 MM JPY | 568,422 MM JPY | 549,484 MM JPY |
Consolidated Operating Profit | -55 MM JPY | 8,921 MM JPY | 2,743 MM JPY |
Consolidated Ordinary Profit | 1,278 MM JPY | 11,023 MM JPY | 6,287 MM JPY |
Net Income attributable to parent company shareholders | 977 MM JPY | 7,058 MM JPY | 4,151 MM JPY |
*The shares of MPC held by CEH has been transferred from Cosmo Oil Co., Ltd. on January 1, 2016 through company split.
The details of the transaction (number of shares purchased, name of the sellers, etc.) will be announced upon final decision.
End
Cosmo Oil Co. Ltd. issued this content on 2016-01-07 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-08 08:15:20 UTC
Original Document: http://ceh.cosmo-oil.co.jp/eng/press/160107_01/index.html