JTEKT released the Notice of Absorption of Koyo Sales Co., Ltd.
Resource from: JTEKT Corporation Likes:248
Apr 08,2014
JTEKT informs of the absorption of JTEKT’s consolidated subsidiary Koyo Sales Co., Ltd., which was resolved at the meeting of the Board of Directors held on
March 24, 2014. Since this is an absorption - type merger with a consolidated subsidiary company, part of the
information and details disclosed have been omitted.
1. Purpose of merger
Koyo Sales Co., Ltd. is a distributor of various types of bearings,
oil seals, and other products relating to bearings and equipment such as machine tools.
The purpose of the oncoming merger is to satisfy our customers by
further promoting sales activities from our customers’ perspective.
The unification of JTEKT and Koyo Sales Co., Ltd will optimize the
sales framework, strengthen the prompt delivery system, and enrich
product assortment, working to enhance our understanding of
customer's needs and to resolve customer's concerns.
2. Overview of merger
(1) Schedule of merger
(Note) This merger will be conducted without obtaining the approval of the general shareholders meeting since the merger
concerned is a simple merger as stipulated in
Article 796 Paragraph 3 of the Companies Act.
(2) Method of merger
This merger will be an absorption‐ ype merger, in which JTEKT will be the surviving company and Koyo
Sales Co., Ltd. will be dissolved.
(3) Details of allotment under this merger
(Note)
1. For 1 share of Koyo Sales Co., Ltd., 0.55 shares of JTEKT will be allocated. There will be no
allotment for the 3,451,800 shares of
Koyo Sales Co., Ltd. that are currently owned by JTEKT.
2. A total of 1,100,000 shares of common stock of JTEKT will be newly issued upon this merger.
(4) Handling of dissolved company’s new share subscription warrants and bonds with subscription warrants
No applicable items exist.
3. Understanding of the calculation of allotment under merger Concerning themergerratio, JTEKT outsourced the calculation to an independentthird party organization,
from the viewpoint of maintaining objectivity. The allocation of shares was determined through mutual consultation of both companies, with reference to the calculation
results.
In calculating the merger ratio, the average market price method
(only for JTEKT, as Koyo Sales Co., Ltd. is an unlisted company),
the comparable company analysis method,
and the discounted cash flow (DCF) method were used to evaluate the share value of both companies,
and the merger ratio was calculated by comprehensively considering
the results of the evaluation.
The financial forecast which was the basis for the calculation did
not include business years with significant profit increase or decrease.
4. Overview of the merging companies (as of March 24, 2014)
5. Status after merger
There will be no changes in the company name, head office location, representatives, main business activities, capital, or
fiscal year end as a result of the merger.
6. Future forecast
The impact of the merger on JTEKT’s consolidated business performance will be minor.
(Note) This merger will be conducted without obtaining the approval of the general shareholders meeting since the merger
concerned is a simple merger as stipulated in
Article 796 Paragraph 3 of the Companies Act.
(2) Method of merger
This merger will be an absorption‐ ype merger, in which JTEKT will be the surviving company and Koyo
Sales Co., Ltd. will be dissolved.
(3) Details of allotment under this merger
(Note)
1. For 1 share of Koyo Sales Co., Ltd., 0.55 shares of JTEKT will be allocated. There will be no
allotment for the 3,451,800 shares of
Koyo Sales Co., Ltd. that are currently owned by JTEKT.
2. A total of 1,100,000 shares of common stock of JTEKT will be newly issued upon this merger.
(4) Handling of dissolved company’s new share subscription warrants and bonds with subscription warrants
No applicable items exist.
3. Understanding of the calculation of allotment under merger Concerning themergerratio, JTEKT outsourced the calculation to an independentthird party organization,
from the viewpoint of maintaining objectivity. The allocation of shares was determined through mutual consultation of both companies, with reference to the calculation
results.
In calculating the merger ratio, the average market price method
(only for JTEKT, as Koyo Sales Co., Ltd. is an unlisted company),
the comparable company analysis method,
and the discounted cash flow (DCF) method were used to evaluate the share value of both companies,
and the merger ratio was calculated by comprehensively considering
the results of the evaluation.
The financial forecast which was the basis for the calculation did
not include business years with significant profit increase or decrease.
4. Overview of the merging companies (as of March 24, 2014)
5. Status after merger
There will be no changes in the company name, head office location, representatives, main business activities, capital, or
fiscal year end as a result of the merger.
6. Future forecast
The impact of the merger on JTEKT’s consolidated business performance will be minor.
(JTEKT Corporation)
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1.The news above mentioned with detailed source are from internet.We are trying our best to assure they are accurate ,timely and safe so as to let bearing users and sellers read more related info.However, it doesn't mean we agree with any point of view referred in above contents and we are not responsible for the authenticity. If you want to publish the news,please note the source and you will be legally responsible for the news published.
2.All news edited and translated by us are specially noted the source"CBCC".
3.For investors,please be cautious for all news.We don't bear any damage brought by late and inaccurate news.
4.If the news we published involves copyright of yours,just let us know.
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