May 8, 2023
Company name: | Maruha Nichiro Corporation | |
Stock exchange listing: | Tokyo Stock Exchange, Prime Market | |
Stock code: | 1333 | URL https://www.maruha-nichiro.com/ |
Representative: | ||
Title: | Representative Director, President & CEO | |
Name: | Masaru Ikemi | |
Inquiries: | Hiroyuki Metoki | |
Acting General Manager of Corporate Planning Department | ||
Phone: | +81 (0)3 6833 | 1195 |
Notice of Absorption-type Merger of Consolidated Subsidiary
Maruha Nichiro Corporation (hereinafter, the "Company") announces that at the meeting of Board of Directors held today (May 8, 2023), the Company resolved to merge with its wholly owned subsidiary, Maruha Nichiro Asset, Inc.
The Company has omitted some disclosure items and details because the merger is a simplified absorption-type merger of a wholly owned subsidiary.
1. Purpose of the Merger
Maruha Nichiro Asset Inc. is mainly responsible for the real estate leasing business within the Maruha Nichiro Group. The Company has decided to absorb Maruha Nichiro Asset, a wholly owned subsidiary of the Company, in order to consolidate management resources and improve management efficiency by integrating overlapping functions within the Group into the Company.
2. Outline of the Merger | |
(1) Schedule of the Merger | |
Date of the resolution of the Board of Directors | May 8, 2023 |
Date of signing of the Merger agreement | May 8, 2023 |
Date of the resolution of the General Meeting of Shareholders | June 27, 2023 (planned) |
Effective date of the Merger | April 1, 2024 (planned) |
- Maruha Nichiro Asset Inc. will not hold a General Meeting of Shareholders to approve the merger agreement, as it is a short-form merger as stipulated in Article 784, Paragraph 1 of the Companies Act.
- Method of the Merger
The Merger will be an absorption-type merger with the Company as the surviving company. Maruha Nichiro Asset Inc. will be dissolved.
-
Details of allotment related to the Merger
As this is a merger with a wholly owned subsidiary of the Company, there will be no issuance of new
shares, no increase in capital stock, no payment or any other consideration due to the Merger.
- Handling of stock acquisition rights and bonds with stock acquisition rights upon the Merger No applicable items.
3.Overview of the companies involved in the Merger (As of March 31, 2023)
Surviving Company | Company to be absorbed and | |||
dissolved | ||||
(1) | Trade name | Maruha Nichiro Corporation | Maruha Nichiro Asset, Inc. | |
(2) | Address | 2-20,3-chome Toyosu, Koto-city, | 2-20,3-chome Toyosu, Koto-city, | |
Tokyo, Japan | Tokyo, Japan | |||
(3) | Name and Title of | Representative Director, President | Representative Director, President | |
Representative | & CEO Masaru Ikemi | Fujio Abe | ||
(4) | Business Activities | Fishing, aquaculture, import, | Real estate sales, leasing, | |
export, processing and sales of | management and brokerage | |||
marine products; production, | ||||
processing and sales of frozen | ||||
foods, retort pouch foods, canned | ||||
foods, fish-paste products and fine | ||||
chemical products; import of raw | ||||
materials for meat products and | ||||
feed; production, processing and | ||||
sales of meat products | ||||
(5) | Capital | 20,000 million yen | 100 million yen | |
(6) | Founded | March 31, 1943 | January 22, 1963 | |
(7) | Number of Shares issued | 50,541,690 | 22,032,800 | |
(8) | Fiscal Year End | March 31 | March 31 | |
(9) | Major Shareholders and | The Master Trust Bank of Japan | Maruha Nichiro Corporation | |
Shareholder Ratios | (Trust Account) | 13.82% | 100.00% | |
(As of March 31, 2023) | Daitoh Trading | 9.76% | ||
Custody Bank of Japan, Ltd. | ||||
(Trust Account) | 4.45% | |||
Norinchukin Bank | 3.69% | |||
Mizuho Bank, Ltd. | 3.16% | |||
(10)Financial position and results of operations for the most recent fiscal year | ||||
Fiscal Year End | FY ended March 2023 | FY ended March 2023 | ||
(Consolidated) | (Non-Consolidated) | |||
Net Assets | 212,522 million yen | 6,331 million yen | ||
Total Assets | 637,227 million yen | 6,897 million yen | ||
Net Assets per Share | 3,534.39 yen | 287.33 yen | ||
Net Sales | 1,020,456 million yen | 230 million yen |
Operating Income | 29,575 million yen | 81 million yen |
Ordinary Income | 33,500 million yen | 101 million yen |
Net income attributable to | 18,596 million yen | 93 million yen |
owners of parent | ||
Net Income per Share | 363.68 yen | 4.21 yen |
(Note) Shareholder ratio is calculated excluding treasury stock.
The above figures are before audits by corporate auditors and accountants.
4.Status after the Merger
There will be no change in the company name, address, name and title of representative, business activities, capital, or fiscal year end as a result of this merger.
5.Forecasts
As a result of this Merger, we expect to record an extraordinary loss of approximately 2 billion yen from the loss on extinguishment of tie-in shares in our non-consolidated financial results for the first quarter of the fiscal year ending March 31, 2025 (next fiscal year). As this Merger is a merger with a wholly owned subsidiary of the Company, there will be no impact on the Company's consolidated financial results.
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Maruha Nichiro Corp. published this content on 08 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 May 2023 06:40:10 UTC.