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
Fiscal year ended March 31, 2023
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


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