Notice regarding Absorption-type Merger of Wholly Owned Subsidiary,
Change of Corporate Name
and Partial Amendments to the Articles of Incorporation
Tokyo, April 28, 2021-Maxell Holdings, Ltd. (TSE: 6810, hereinafter "the Company") has resolved to execute an absorption-type merger of its wholly owned subsidiary, Maxell, Ltd. (hereinafter "Absorption-type Merger"), and partial amendments to the Articles of Incorporation including the change of corporate name of the Company (hereinafter "Corporate Name Change" and "Amendments to Articles of Incorporation") following the Absorption-type Merger, at the Board of Directors held today as follows.
Corporate Name Change and Amendments to Articles of Incorporation are subject to the approvals of the Annual General Meeting of Shareholders scheduled to be held on June 29, 2021.
Also, certain information has been omitted from this announcement since Absorption-type Merger will be executed between the Company and the Company's wholly owned subsidiary.
1. Purpose of Absorption-type Merger
The Company group has transitioned to a holding company structure as of October 2017 with the purpose of optimizing management of whole group and speeding up of business operations. and the Company group has been expanding business areas and business scale under MBP (*) strategy led by the Company as the holding company of the group, and the Company recognizes that there were certain effects realized under the holding company structure. In the fiscal year ended March 2021 which was the year of business reform, the Company has promoted business portfolio reform focusing on countermeasures to unprofitable businesses by emphasis on financial discipline. For the purpose of further acceleration of business reform in the future by intersectional cooperation between business divisions and operating companies, realizing synergies as well as improvement in management efficiency, the Company decided to execute Absorption-type Merger between the Company and the major operational company, Maxell, Ltd. after dissolving the holding company structure in order to establish new structure to lead whole group strongly by integrating the holding company and the major operational company.
Under the new management policy established in July 2020 to become "Value Creation Company" that delivers highest value to all stakeholders, the Company group will strive to realize medium- to long-term growth.
*MBP: Maxell Business Platform. Structure of create strong business with sharing business resources each other based on "co-creation and co-prosperity"
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2. Outline of Absorption-type Merger | |
(1) Schedule | |
Resolution on Absorption-type Merger at the Board | April 28, 2021 |
of Directors | |
Conclusion of contract on Absorption-type Merger | April 28, 2021 |
Effective date of Absorption-type Merger | October 1, 2021 (scheduled) |
As Absorption-type Merger is applicable to a simplified merger defined in Article 796, Paragraph 2 of the Companies Act for the Company and is applicable to a short-form merger defined in Article 784, Paragraph 1 of the Companies Act for Maxell, Ltd., it will be executed without having the approvals at both companies' Annual General Meeting of Shareholders.
(2) Method of Absorption-type Merger
The merger is an absorption-type merger wherein the Company will be the surviving company and Maxell, Ltd. will be the absorbed company and dissolved.
(3) Details of allotments relating to Absorption-type Merger
As Maxell, Ltd. is wholly owned subsidiary of the Company, there will be no allotment of shares nor delivery of money and other properties.
Also, there will be no change in amount of capital nor capital reserve of the Company due to Absorption-type Merger.
- Treatment of stock acquisition rights and bonds with stock acquisition rights relating to Absorption-type Merger
As Maxell, Ltd. has not issued any stock acquisition rights nor bonds with stock acquisition rights, there will be nothing applicable.
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(5) Profile of companies concerned to Absorption-type Merger
Surviving Company | Absorbed Company | |||||
(The Company) | (Maxell, Ltd.) | |||||
(as of March 31, 2021) | (as of March 31, 2021) | |||||
(1) | Name | Maxell Holdings, Ltd. (Note) | Maxell, Ltd. | |||
(2) | Address | 1 Koizumi, Oyamazaki, | 1 Koizumi, Oyamazaki, | |||
Oyamazaki-cho,Otokuni-gun, | Oyamazaki-cho,Otokuni-gun, | |||||
Kyoto, Japan | Kyoto, Japan | |||||
(3) | Representative | Mr. Keiji Nakamura | Mr. Keiji Nakamura | |||
President | President | |||||
and Representative Director | and Representative Director | |||||
(4) | Description of | Building of group business | Production and Sales of Energy, | |||
Business | strategy and management | Industrial Materials and | ||||
control of operational companies | Electronic Appliances & | |||||
Consumer Products | ||||||
(5) | Capital | 12,203 million yen | 5,000 million yen | |||
(6) | Date of Establishment | September 3, 1960 | April 25, 2017 | |||
(7) | Outstanding Shares | 53,341,500 shares | 50,000 shares | |||
(8) | End of Fiscal Year | March 31 | March 31 | |||
(9) | Major Shareholders | Custody Bank of Japan, | 13.60% | The Company | 100% | |
and holding ratio | Ltd. | |||||
(as of September 30, 2020) | ||||||
The Master Trust Bank of | 5.31% | |||||
Japan, Ltd. | ||||||
Taiyo Fund, L.P. | 5.19% | |||||
Nichia Corporation | 4.05% | |||||
SSBTC CLIENT | 3.95% | |||||
OMNIBUS ACCOUNT | ||||||
(10) Relationship between companies concerned | ||||||
Capital relationship | Maxell, Ltd. is wholly owned subsidiary of the Company | |||||
Human relationship | The Company dispatch directors to Maxell, Ltd. | |||||
Business relationship | There are businesses such as, lease of non-current assets and | |||||
collection of brand royalties between the Company and Maxell, | ||||||
Ltd. | ||||||
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(11) Business Performance and Financial Condition in previous fiscal year
Net Assets | 83,597 | million | yen | 33,388 | million | yen |
Total Assets | 176,807 | million | yen | 75,111 | million | yen |
Net Assets per share | 1,640.98 | yen | 667,772.34 | yen | ||
Net Sales | 139,055 | million | yen | 86,485 | million | yen |
Operating Profit | 3,806 | million | yen | 512 | million | yen |
Ordinary Profit | 3,846 | million | yen | 848 | million | yen |
Profit attributable to | (9,373) | million | yen | (12,563) | million | yen |
owners of parent | ||||||
Profit per share | (189.51) | yen | (251,250.93) | yen | ||
(6) Conditions after Absorption-type Merger
After executing Absorption-type Merger, the Company will succeed businesses operated by Maxell, Ltd., and transition from holding company to operational company dissolve and lead the Company group as the core operational company. Also, due to the transition from holding company to operational company, corporate name of the Company will be changed to "Maxell, Ltd.". (Please refer to "3. Corporate Name Change and Amendments to Articles of Incorporation") And there will be no change in address of registered head office, title and name of representative, capital and end of fiscal year.
(7) Future forecast
As Absorption-type Merger will be executed by the Company against its wholly owned subsidiary, there will be minimal effect to the Company's consolidated business performance.
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3. Corporate Name Change and Amendments to Articles of Incorporation
(1) Reason of Corporate Name Change and Amendments to Articles of Incorporation
After executing Absorption-type Merger, as the Company will transition from holding company to operational company, The Company will execute Corporate Name Change and Amendments to Articles of Incorporation including Corporate Name Change.
- New Corporate Name after Corporate name change Maxell, Ltd.
- Details of Amendments to Articles of Incorporation
(Amended parts are underlined) | |||
Current Articles of Incorporation | Proposed Amendments | ||
Article 1. (Corporate Name) | Article 1. (Corporate Name) | ||
The Company shall be called "Makuseru Holdings | The Company shall be called "Makuseru Kabushiki | ||
Kabushiki Kaisha" in Japanese and "Maxell Holdings, | Kaisha" in Japanese and "Maxell, Ltd." in English. | ||
Ltd." in English. | |||
Article 2. (Corporate Purpose) | Article 2. (Corporate Purpose) | ||
1. | The purpose of the Company shall be to | The purpose of the Company shall be to carry on the | |
carry on the following businesses, and to control or | following businesses: | ||
manage, through the ownership of shares or equity, the | |||
business activities of companies (including foreign | |||
companies) and similar business entities engaged in the | |||
following businesses: | |||
(1) | Business relating to batteries | 1. | Business relating to batteries |
(2) | Business relating to recording equipment | 2. | Business relating to recording equipment |
and recording media | and recording media | ||
(3) | Business relating to peripheral equipment | 3. | Business relating to peripheral equipment |
for computers, audio and visual equipment, and related | for computers, audio and visual equipment, and related | ||
products such as accessories | products such as accessories | ||
(4) | Business relating to electric and electronic | 4. | Business relating to electric and electronic |
machinery and equipment | machinery and equipment | ||
(5) | Business relating to functional material, | 5. | Business relating to functional material, |
precision processing & molded parts and molding die | precision processing & molded parts and molding die | ||
(6) | Business relating to optical components and | 6. | Business relating to optical components and |
optical equipment | optical equipment | ||
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- Business relating to medical equipment, health & beauty care equipment
- Business relating to plant and technology of the preceding items
- Business relating to warehousing, leasing of real estate, general management of building and its equipment, such as maintenance, cleaning and security
- Business relating to planning, production, sales and distribution of digital content
- All businesses incidental to or relating to all the preceding items
2. The Company shall be to carry on all business incidental to or relating to all the preceding items
- Business relating to medical equipment, health & beauty care equipment
- Business relating to plant and technology of the preceding items
- Business relating to warehousing, leasing of real estate, general management of building and its equipment, such as maintenance, cleaning and security
- Business relating to planning, production, sales and distribution of digital content
- All businesses incidental to or relating to all the preceding items
(Deleted)
(4) Schedule of Amendments to Articles of Incorporation
Corporate Name Change and Amendments to Articles of Incorporation will be effective on its effective date, October 1, 2021 (scheduled) and be subject to the approvals of the Annual General Meeting of Shareholders scheduled to be held on June 29, 2021.
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Hitachi Maxell Ltd. published this content on 28 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 April 2021 07:34:05 UTC.