Daifuku to Conduct Merger by Absorption of Wholly Owned Subsidiary
Osaka, Japan―Daifuku Co., Ltd. (the “Company”) hereby announces that, at a meeting of the Board of Directors held today, it has resolved to conduct a merger by absorption (the “Merger”) of its wholly owned subsidiary, Iwasaki Seisakusho Co., Ltd. Details are as follows. (As the Merger is a simplified absorption merger of a wholly owned subsidiary, certain details are omitted.)
1. Purpose of the Merger
Iwasaki Seisakusho joined the Daifuku Group in April 2012 when the Company acquired 100% of its outstanding shares. Iwasaki Seisakusho has since utilized the strengths of its liquid crystal glass substrate storing wire cassettes and peripheral devices for flat-panel displays (FPDs) and semiconductor manufacturing equipment combined with the Company's transport and storage systems for cleanrooms to provide numerous customers with successful solutions. The Merger is intended to concentrate management resources within the Group and further improve the efficiency of organizational operations.
2. Outline of the Merger
(1) Schedule of the Merger
Resolution by the Company’s Board of Directors: September 29, 2023
Signing date of the Merger agreement: September 29, 2023
Effective date of the Merger: April 1, 2024 (scheduled)
- *As the Merger falls under a simplified absorption-type merger as prescribed in Article 796, Paragraph 2 of the Companies Act in relation to the Company, and a short-form merger as prescribed in Article 784, Paragraph 1 of the same act in relation to Iwasaki Seisakusho, the Merger agreement will be approved without convening a General Meetings of Shareholders of the companies involved.
(2) Method of the Merger
The Merger will be conducted as an absorption-type merger wherein the Company is to be the surviving company. Iwasaki Seisakusho will be dissolved.
(3) Allotment related to the Merger
As Iwasaki Seisakusho is a wholly owned subsidiary of the Company, there will be no issuance of new shares, increase in paid-in capital, or payment of merger grants as a result of the Merger.
(4) Handling of stock acquisition rights and bonds with stock acquisition rights upon the Merger
Not applicable
3. Overview of the companies involved in the Merger
| Surviving company | Company to be absorbed | |||
|---|---|---|---|---|
| (1) Corporate name | Daifuku Co., Ltd. | Iwasaki Seisakusho Co., Ltd. | ||
| (2) Location | 3-2-11 Mitejima, Nishiyodogawa-ku, Osaka 555-0012 JAPAN | 5th Fl. Ikebukuro Nishiguchi Sky Bldg., 2-14-4 Ikebukuro, Toshima-ku, Tokyo 171-0014 JAPAN | ||
| (3) Representative | Hiroshi Geshiro, President and CEO | Masahiro Niki, President | ||
| (4) Business | Consulting, engineering, design, manufacturing, installation, and after-sales services for material handling systems and equipment | Manufacturing and sales of wire cassettes for storing liquid crystal glass substrates, peripheral devices for FPD and semiconductor related manufacturing equipment, and other transport and automation related equipment | ||
| (5) Paid-in capital | 31,865.3 million yen | 50 million yen | ||
| (6) Established | May 20, 1937 | January 1, 1958 | ||
| (7) Number of shares issued | 379,830,231 shares | 90,000 shares | ||
| (8) Fiscal year-end | March 31 | March 31 | ||
| (9) Major shareholders and shareholding ratios | The Master Trust Bank of Japan, Ltd. (Trust Account) 14.39% Custody Bank of Japan, Ltd. (Trust Account) 6.90% Mizuho Bank, Ltd. 3.26% Sumitomo Mitsui Banking Corporation 2.43% Daifuku Supplier Shareholder Association 2.39% |
Daifuku Co., Ltd. 100% | ||
| (10) Financial position and operating results for the latest fiscal year | Fiscal year ended March 31, 2023 (consolidated) |
Fiscal year ended March 31, 2023 (non-consolidated) |
||
| Net assets | 332,323 million yen | Net assets | 418 million yen | |
| Total assets | 551,552 million yen | Total assets | 684 million yen | |
| Net assets per share | 878.24 yen | Net assets per share | 4,646.59 yen | |
| Net sales | 601,922 million yen | Net sales | 643 million yen | |
| Operating income | 58,854 million yen | Operating income | (50) million yen | |
| Ordinary income | 59,759 million yen | Ordinary income | (17) million yen | |
| Net income attributable to shareholders of the parent company | 41,248 million yen | Net income attributable to shareholders of the parent company | (16) million yen | |
| Net income per share | 109.11 yen | Net income per share | (188.20) yen | |
4. Status after the Merger
There will be no changes in corporate name, location, representative, business, paid-in capital, or fiscal year-end of the Company.
5. Future outlook
The Merger only involves the Company and its wholly owned subsidiary and will have no significant impact on the Company’s consolidated financial results.
Reference: Consolidated earnings forecast for the fiscal year ending March 31, 2024 (announced on August 8, 2023) and results for the previous fiscal year
(Million yen)
| Net sales | Operating income | Ordinary income | Net income attributable to shareholders of the parent company | |
|---|---|---|---|---|
| Earnings forecast for the fiscal year ending March 31, 2024 | 605,000 | 54,500 | 55,500 | 40,500 |
| Results for the fiscal year ended March 31, 2023 | 601,922 | 58,854 | 59,759 | 41,248 |