January 29, 2020
Company name: FANUC CORPORATION
Representative: Kenji Yamaguchi, President
(Stock Code: 6954, 1st Section, Tokyo Stock Exchange)
Contact: Keisuke Fujii, Manager, Public Relations
Tel: (0555) 84 - 5555
Notice Regarding Absorption-Type Merger of FANUC Robot Dorf LTD
At the Board of Directors meeting held on January 29, 2020, FANUC CORPORATION resolved to merge its wholly-owned subsidiary FANUC Robot Dorf LTD into FANUC CORPORATION as of April 1, 2020.
Since this merger is an absorption-type simplified merger of a wholly-owned subsidiary, the disclosure of certain items and details has been omitted.
1. Purpose of the merger
As a part of the efforts to reorganize and streamline the production system in FANUC Group, FANUC CORPORATION has decided to carry out molding the parts of our products such as CNC systems, Robots and ROBOMACHINE by itself which FANUC Robot Dorf LTD has been doing.
2. Summary of the merger | |
(1) Schedule | |
January 29, 2020 | Resolved by the Board of Directors meeting for the Merger |
January 29, 2020 | Conclusion date of the Merger Agreement |
April 1, 2020 (planned) | Effective date of the Merger |
(Note) FANUC CORPORATION and FANUC Robot Dorf LTD do not hold a shareholders meeting on approval of the Merger Agreement, because FANUC CORPORATION will use the simplified merger procedure prescribed in Paragraph 2 of Article 796 of the Companies Act and FANUC Robot Dorf LTD will use the short form merger procedure prescribed in Paragraph 1 of Article 784 of the Companies Act.
(2) Method of the merger
The method of the merger is an absorption-type merger between FANUC CORPORATION (as the surviving company) and FANUC Robot Dorf LTD (as the absorbed company). FANUC Robot Dorf LTD will be dissolved.
(3) Allocations for the merger
Since this will be a merger of a wholly-owned subsidiary, there will be no issuance or allocation of shares or cash for the merger.
-
Stock acquisition rights and bonds with stock acquisition rights of the absorbed company FANUC Robot Dorf LTD (the absorbed company) is a private company and
has not issued any stock acquisition rights or bonds with stock acquisition rights.
3. Outline of companies involved in the merger
Surviving Company | Absorbed Company | ||||
(1)Name of company | FANUC CORPORATION | FANUC Robot Dorf LTD | |||
(2)Head office | 3580, Shibokusa Aza-Komanba, | 3719, Otahadakata Aza-suwadai, | |||
Oshino-mura,Minamitsuru-gun, | Kitsuki City, Oita Prefecture | ||||
Yamanashi Prefecture | |||||
(3)Representative | Kenji Yamaguchi | Noboru Iwamatsu | |||
President | President | ||||
(4)Major business | Development, manufacture, sale | Molding the parts of our products | |||
segments | and | maintenance | service of | such as CNC systems, Robots | |
CNC | systems, lasers, Robots, | and ROBOMACHINE | |||
ROBODRILL (small | machining | ||||
centers), | ROBOSHOT (electric | ||||
injection | molding | machines), | |||
ROBOCUT (wire-cut EDMs), | |||||
and | ROBONANO | ||||
(ultra-precision machines) and | |||||
business related to the FIELD | |||||
system | |||||
(5)Capital stock | ¥69,014 million | ¥50 million | |||
(6)Date of establishment | May 12, 1972 | April 23, 1986 | |||
(7)Total number of | 204,031,841 shares | 1,000 shares | |||
shares outstanding | |||||
(8)Fiscal term | March 31 | March 31 | |||
(9)Name of major | ① The Master Trust Bank of | ① FANUC CORPORATION | |||
shareholders and | Japan, Ltd. (Trust Account) | 100% | |||
their investment ratio | 15.0% | ||||
②Japan Trustee Services Bank, | |||||
Ltd. (Trust Account) | |||||
8.4% | |||||
③JPMorgan Chase Bank, N.A. | |||||
380055 | |||||
3.5% | |||||
④SSBTC Client Omnibus | |||||
Account | |||||
2.6% | |||||
⑤Citibank, N.A. - NY, as | |||||
Depositary Bank for | |||||
Depositary Shareholders | |||||
2.2% |
(10)Operating results and financial conditions for the latest fiscal year
Surviving Company | Absorbed Company | |
Fiscal year | Year ended March 31, 2019 | Year ended March 31, 2019 |
(Consolidated) | ||
Net assets | ¥1,445,146 million | ¥417 million |
Total assets | ¥1,625,340 million | ¥431 million |
Net assets per share | ¥7,417.70 | ¥416,859 |
Net sales | ¥635,568 million | ¥130 million |
Operating income | ¥163,297 million | ¥19 million |
Ordinary income | ¥183,459 million | ¥19 million |
Net income attributable to owners | ¥154,163 million | ¥12 million |
of parent | ||
Net income per share | ¥795.34 | ¥12,284 |
4. Outline of FANUC CORPORATION following the merger
Following this merger, there will be no change in the name of FANUC CORPORATION, the address of its head office, its representatives, its business scope, its capital stock or its fiscal year.
5. Outlook
The impact by the merger for the consolidated results of FANUC CORPORATION for the fiscal year ending March 31, 2020 is negligible.
(Reference) Consolidated Financial Forecasts for the Year Ending March 31, 2020 that announced on January 29, 2020 and Consolidated Financial Results for the Year Ending March 31, 2019
(Millions of yen) | ||||
Net income | ||||
Net sales | Operating | Ordinary | attributable | |
income | income | to owners | ||
of parent | ||||
Consolidated Financial | ||||
Forecasts for the Year | 506,700 | 80,600 | 91,900 | 65,900 |
Ending March 31, 2020 | ||||
Consolidated Financial | ||||
Results for the Year Ending | 635,568 | 163,297 | 183,459 | 154,163 |
March 31, 2019 |
End
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Fanuc Corporation published this content on 29 January 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 January 2020 07:24:03 UTC