(TRANSLATION FOR REFERENCE ONLY) May 10, 2021
To Our Shareholders:
Corporate Name: PROTO CORPORATION
Representative: Kenji Kamiya, President
Securities Code: 4298 (TSE and NSE 1st Section)
Contact: Takehito Suzuki, Executive Officer
Tel: +81-52-934-2000
Regarding Transfer of Shares of a Subsidiary
At the Board of Directors Meeting held today, PROTO CORPORATION (the Company) resolved to transfer all shares of PROTO MEDICAL CARE (Headquartered in Chiyoda-ku, Tokyo, President: Naoki Fujisawa; hereinafter referred to as "PROTO MEDICAL CARE"), a consolidated subsidiary of the Company, to Benesse Holdings, Inc. (Headquartered in Okayama-shi, Okayama, Representative Director and President, COO: Hitoshi Kobayashi, hereinafter referred to as "Benesse Holdings") (hereinafter referred to as "the Share Transfer"), and a share transfer agreement was concluded. As a result of the Share Transfer, PROTO MEDICAL CARE and its wholly-owned subsidiaries MARUFUJI and SILVER HEART are excluded from the scope of the Company's consolidated subsidiaries.
1.Reasons for the Share Transfer
In the lifestyle-related information segment, the Company started the operation of the nursing care portal site "Oasis Navi" in October 2006. Since then, the Company has been operating advertising-related business, welfare equipment rental/sales business, recruitment agency business and temporary staffing business in the fields of nursing care, welfare and medical care, including the purchase of Medical CUBIC (current PROTO MEDICAL CARE) in October 2009.
Although the business performance of PROTO MEDICAL CARE has been steady since the launch of the business, it has not yet achieved significant results that contribute to the business growth of both segments as the Company pursues synergies between the automobile-related information segment and the lifestyle-related information segment, which are the core businesses of the Group. Against this backdrop, the Company has decided to transfer the shares of PROTO MEDICAL CARE to Benesse Holdings as part of the selection and concentration of its business portfolio.
2.Overview of the target company
(1) | Name | PROTO MEDICAL CARE | |
(2) | Address | 2-4 Kanda Jimbocho, Chiyoda-ku, Tokyo, Japan | |
(3) | Representative's | President Naoki Fujisawa | |
position and name | |||
Advertising-related business, welfare equipment rental/sales business, | |||
(4) | Business fields | recruitment and temporary staffing business in the fields of nursing care, | |
welfare and medical care | |||
(5) | Capital | 498 million yen | |
(6) | Year of establishment | December 7, 2004 | |
Major shareholder and | |||
(7) | shareholding ratio (As | PROTO CORPORATION | 100% |
of the end of | |||
December 2020) | |||
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Capital | It is a consolidated subsidiary of the Company. 100% owned | |||||
relationships | by PROTO CORPORATION. | |||||
Relationship between | The Company's director concurrently serves as a director of | |||||
Human | the company, and 1 corporate auditor of the Company | |||||
(8) | the listed company | |||||
relationships | concurrently serves as a corporate auditor. In addition, 1 | |||||
and the company | ||||||
employees of the Company are seconded. | ||||||
Business | The Company has entered into a real estate lease agreement | |||||
relationships | with the company. | |||||
(9) | Operating results and financial position of the company and its subsidiaries over the last 3 years | |||||
(consolidated) | ||||||
Closing period | FY March 2018 | FY March 2019 | FY March 2020 | |||
Net assets | 1,705 million yen | 1,822 million yen | 1,894 million yen | |||
Total assets | 2,446 million yen | 2,450 million yen | 2,390 million yen | |||
Net assets per share | 152,307.66 yen | 162,686.51 yen | 169,118.52 yen | |||
Sales | 3,879 million yen | 3,869 million yen | 3,846 million yen | |||
Operating income | 324 million yen | 220 million yen | 177 million yen | |||
Ordinary income | 323 million yen | 208 million yen | 175 million yen | |||
Profit attributable to owners of | 197 million yen | 116 million yen | 72 million yen | |||
parent | ||||||
Net income per share | 17,641.26 yen | 10,378.85 yen | 6,432.01 yen | |||
Dividend per share | - yen | - yen | - yen | |||
*"(9) Operating results and financial position of the company and its subsidiaries over the last 3 years (consolidated)" indicates the consolidated results of PROTO MEDICAL CARE and its wholly-owned subsidiaries, MARUFUJI and
SILVER HEART.
(1) | Name | MARUFUJI | ||
(2) | Address | 2-20-7 Minamikamata, Ota-ku, Tokyo, Japan | ||
(3) | Representative's | President Naoki Fujisawa | ||
position and name | ||||
(4) | Business fields | Welfare equipment rental/sales business | ||
(5) | Capital | 5 million yen | ||
(6) | Year of establishment | April 14, 1999 | ||
Major shareholder and | ||||
(7) | shareholding ratio (As | PROTO MEDICAL CARE | 100% | |
of the end of | ||||
December 2020) | ||||
Capital | It is a consolidated subsidiary of the Company. 100% owned | |||
Relationship between | relationships | by PROTO MEDICAL CARE. | ||
Human | The Company's auditor concurrently serves as an auditor of | |||
(8) | the listed company | |||
relationships | the company. | |||
and the company | ||||
Business | N/A | |||
relationships | ||||
(1) | Name | SILVER HEART | ||
(2) | Address | 740-1 Shobucho Sanga, Kuki-city, Saitama, Japan | ||
(3) | Representative's | President Naoki Fujisawa | ||
position and name | ||||
(4) | Business fields | Welfare equipment rental/sales business | ||
(5) | Capital | 10 million yen | ||
(6) | Year of establishment | October 3, 1994 | ||
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Major shareholder and | ||||||||||||
(7) | shareholding ratio (As | PROTO MEDICAL CARE | 100% | |||||||||
of the end of | ||||||||||||
December 2020) | ||||||||||||
Capital | It is a consolidated subsidiary of the Company. 100% owned | |||||||||||
Relationship between | relationships | by PROTO MEDICAL CARE. | ||||||||||
Human | The Company's auditor concurrently serves as an auditor of | |||||||||||
(8) | the listed company | |||||||||||
relationships | the company. | |||||||||||
and the company | ||||||||||||
Business | N/A | |||||||||||
relationships | ||||||||||||
3.Overview of the transferee | ||||||||||||
(1) | Name | Benesse Holdings, Inc. | ||||||||||
(2) | Address | 3-7-17 Minamigata, Kita-ku,Okayama-shi, Okayama, Japan | ||||||||||
(3) | Representative's position and | Representative Director and President, COO Hitoshi Kobayashi | ||||||||||
name | ||||||||||||
(4) | Business fields | Holding company, overall Group management strategy formulation | ||||||||||
and management oversight, etc. | ||||||||||||
(5) | Capital | 13,700 million yen (As of March 31, 2020) | ||||||||||
(6) | Year of establishment | January 28, 1955 | ||||||||||
(7) | Net asset | 175,339 million yen (FY March 2020) | ||||||||||
(8) | Total asset | 517,425 million yen (FY March 2020) | ||||||||||
Major shareholders and | The Master Trust Bank of Japan ,Ltd. | 12.48% | ||||||||||
(9) | shareholding ratios (As of | Custody Bank of Japan, Ltd. | 9.61% | |||||||||
September 30, 2020) | ||||||||||||
efu Investment Limited | 8.15% | |||||||||||
Capital relationships | N/A | |||||||||||
Relationship between the listed | Human relationships | N/A | ||||||||||
(10) | ||||||||||||
company and the company | Business relationships | N/A | ||||||||||
Status of related parties | N/A | |||||||||||
4. Number of shares acquired, acquisition price, and status of shares held before and after acquisition | ||||||||||||
(1) Number of shares held | before | 11,200 | ||||||||||
(Number of voting rights: 11,200) | ||||||||||||
transfer | ||||||||||||
(Ownership ratio: 100%) | ||||||||||||
(2) Number of shares to be transferred | 11,200 | |||||||||||
(Number of voting rights: 11,200) | ||||||||||||
(3) Transfer price | 4,250 million yen | |||||||||||
(4) | Number of shares held | after | 0 | |||||||||
(Number of voting rights: 0) | ||||||||||||
transfer | ||||||||||||
(Ownership ratio: 0%) | ||||||||||||
5.Schedule | ||||||||||||
Date of board resolution | May 10, 2021 | |||||||||||
Date of share transfer agreement | May 10, 2021 | |||||||||||
Date of stock transfer execution | June 1, 2021 (plan) |
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6.Future outlook
As a result of this share transfer, we expect to record an extraordinary gain in the fiscal year ending March 31, 2022.The impact of this share transfer, including this amount, on our group's business performance is currently under scrutiny and will be disclosed as soon as it is determined.
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Disclaimer
Proto Corporation published this content on 10 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 May 2021 08:10:13 UTC.