Tokiwa Engineering and Toyotsu Techno to be Integrated to Form Toyotsu Tech Corporation
-Aiming to create synergy between the two companies and enhance added value for customers to respond to next-generation vehicles-

Tokiwa Engineering Co., Ltd. (hereafter "Tokiwa Engineering") and Toyotsu Techno Corporation (hereafter "Toyotsu Techno"), wholly-owned subsidiaries of Toyota Tsusho Corporation (hereafter "Toyota Tsusho"), will be integrated in an absorption-type merger into Toyotsu Tech Corporation on April 1, 2018 with Tokiwa Engineering as the surviving company. Through the merger, Toyotsu Tech will strengthen its proposal capability and customer relations for next-generation vehicles and increase its corporate competitiveness.

1. Business of Tokiwa Engineering and Toyotsu Techno

Tokiwa Engineering was established in 1947 and became a wholly-owned subsidiary of Toyota Tsusho in 2012. Tokiwa Engineering has three pillars of businesses. In the “Chemical Products Business,” the company makes a proposal for anticorrosion resin molded products and sealing materials for car air conditioners. In the “FA (factory Automation) Equipment Business,” the company designs and manufactures industry equipment for automated lines. In the “Plant Business,” corrosion resistant and environment friendly equipment is designed, and construction and maintenance services are offered.

Toyotsu Techno, on the other hand, was established in 2010, merging the manufacturing divisions of TEMCO Corporation and Toyotsu Techno Proto Co., Ltd. Toyotsu Techno develops business focusing on the “Prototype and Parts Business,” where the company is commissioned the manufacturing of automobile prototype parts and spare parts, and the “Equipment Business,” where equipment and related devices for automobile production are designed, manufactured and sold.

2. Purpose of the Integration

(1) Greater added-value for customers

Toyotsu Tech will integrate Tokiwa Engineering’s capability to customize its products through its proposal and implementation of automation equipment and maintenance business for various industries with Toyotsu Techno’s manufacturing technology cultivated in the automotive field. In the business field of design and manufacturing that has been taken over from two companies, Toyotsu Tech will produce products with greater added-value for next-generation vehicles.

(2) Establishment of integrated value chain

By integrating the Toyotsu Techno specialized in prototype parts manufacturing and Tokiwa Engineering specialized in mass-production parts manufacturing, Toyotsu Tech will build an integrated value chain from prototype to mass-production. Toyotsu Tech will aim to expand its parts business with an expanded business field and product line up.

(3) Enhanced management resource efficiency

By sharing and mutually using common technologies between the two companies in the development and design field, Toyotsu Tech will enhance its technological capability and raise its management efficiency. Toyotsu Tech will be able to propose both companies’ products to shared customers and streamline its sales activities at the same time.

3. Summary of the Absorption-type Merger

(1) Schedule of the absorption-type merger

Approval by Board of Directors meeting
January 29, 2018
Execution of the agreement of the merger
February 6, 2018
Projected date of the merger execution (effective date)
April 1, 2018


(2) Method of the company split

In the form of an absorption-type merger, Tokiwa Engineering will serve as a surviving company and Toyotsu Techno will be dissolved.

(3) Merger ratio

As the absorption-type merger will be implemented between wholly-owned subsidiaries, there will be no issuance of new stocks, increase in capital and cash payment due to merger.

(4) Treatment of stock acquisition rights and bonds with stock acquisition rights of absorbed company

Toyotsu Techno did not issue stock acquisition rights or bonds with stock acquisition rights.

(5) Future outlook

Since the merger will be implemented between wholly-owned subsidiaries, there will be few effects on the consolidated results of the Toyota Tsusho Group.

Summary of two companies to be merged

Company nameTokiwa Engineering Co., Ltd.Toyotsu Techno Corporation
Main business
・Machined parts for various industrial materials
・Design, development, procurement, manufacturing, installment, trial operation /adjustment and engineering of equipment
・Commissioned manufacturing of prototype parts and spare parts
・Design, manufacturing and sales of automobile production equipment and related devices
Establishment
June 1947 (Founded June 1937)
August 2006
Location
15-13, Hayato, Hiroji-cho, Showa-ku, Nagoya, Aichi 466-0834
50, Higashi-sumiyoshi, Tsutsumi-cho, Toyota-shi, Aichi 473-0932
Representative
Representative Director and President: Takahiro Kondo
Representative Director and President: Yasushi Okamoto
Capital
100 million yen
90 million yen
Stockholders
Toyota Tsusho 100%
Toyota Tsusho 100%
Annual sales
7.7 billion yen (FY2016)
13.4 billion yen (FY2016)
Employees
96 (as of March 2018)
169 (as of March 2018)

Summary of the company after absorption-type merger (plan)

Company name
Toyotsu Tech Corporation
Main business
Planning and sales of mass-production parts, prototype parts and the company’s independently developed products
Design and manufacturing of production equipment
Construction and maintenance of equipment
Establishment
April 2018
Location
50, Higashi-sumiyoshi, Tsutsumi-cho, Toyota-shi, Aichi 473-0932
Representative
Representative Director and President: Yasushi Okamoto
Capital
100 million yen
Stockholders
Toyota Tsusho 100%
Employees
268 (April 1, 2018)
New corporate logo

The corporate logo represents our will to create a company that can continue leading the cutting-edge technology.

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