Merger of wholly-owned subsidiary, Tomen Chemical Co., Ltd.
2003-02-10
????????Tomen Corporation announced that it decided, at the board of directors' meetingheld on February 10, 2003, to merge its wholly-owned subsidiary, Tomen ChemicalCo., Ltd. on April 1, 2003. Outline of the merger is as follows. 1. Purpose of Merger
Tomen decided to merge its wholly-owned subsidiary, Tomen Chemical Co., Ltd., as one of implementation measures of Tomen Medium-term Management Plan. The purpose of the merger is to promote Tomen's management efficiency through optimizing business operations of the company and its subsidiaries. 2. Outline
| (1) | Merger schedule | | The board of directors' meeting for approval of merger contract: February 10, 2003 | | Signing the merger contract: February 10, 2003 | | The shareholders' meeting for approval of merger contract: | | According to the article three (1) of clause 413 of the Commercial Code, Tomen absorbs its consolidated subsidiary without approval from the shareholders' meeting.
Tomen Chemical Co., Ltd. will hold its shareholders' meeting on February 24, 2003 for approval of merger contract. | | Date of merger: April 1, 2003 | | Date of merger registration: April 1, 2003 | | | (2) | Method of merger | | | (3) | Merger ratio | | Tomen Chemical Co., Ltd. is a wholly-owned subsidiary of Tomen Corporation. Therefore, there will be no new shares issued and no change in capital stock. | | | (4) | Merger subsidy | | There will be no subsidy paid. | 3. Outline of the companies involved (as of March 31, 2002)
| (1) | Company name of merger | Tomen Corporation | | (2) | Main business | General Trading | | (3) | Date of incorporation | April 15, 1920 | | (4) | Headquarter | 2-18, Nakanoshima 3-chome, Kita-ku, Osaka | | (5) | Representative | Morihiko Tashiro, President | | (6) | Capital stock | 32,185 million yen | | (7) | Shares issued | 637,649,645 shares | | (8) | Shareholders' equity | 42,553 million yen | | (9) | Total assets | 1,030,344 million yen | | (10) | Financial closing date | March 31 | | (11) | Number of employees | 1,308 | | (12) | Major customers | A large number of overseas and domestic customers, mainly related to purchase, sales and trading of goods. | | (13) | Main shareholders and shareholdings | | Toyota Tsusho Corporation | 11.53% | | UFJ Bank Ltd. | 4.92% | | Aioi Insurance Co., Ltd. | 4.12% | | Sumitomo Mitsui Banking Corporation | 3.94% | | The Daiwa Bank, Ltd. | 3.32% | | The Bank of Tokyo-Mitsubishi, Ltd. | 3.31% | | The Chuo-Mitsui Trust & Banking Co., Ltd. | 3.26% | | Mitsui Sumitomo Insurance Co., Ltd. | 3.14% | | Mitsui Mutual Life Insurance Company | 2.71% | | The Norinchukin Bank | 2.67% | | | (14) | Main banks | UFJ Bank Ltd.
Sumitomo Mitsui Banking Corporation
The Bank of Tokyo-Mitsubishi, Ltd.
The Chuo-Mitsui Trust & Banking Co., Ltd.
The Norinchukin Bank | | (15) | Relationship between the merger and the mergee | Capital relationship: Tomen owns 100% shares of mergee. | | Personal relationship: Tomen delegates 3 director and 1 corporate auditor to mergee. | | Trade relationship: Tomen has trade in sales and purchase with mergee. | | (1) | Company name of mergee | Tomen Chemical Co., Ltd. | | (2) | Main business | Trading, export and import of chemical products | | (3) | Date of incorporation | March 1, 1984 | | (4) | Headquarter | 8-1, Marunouchi 3-Chome, Chiyodaku, Tokyo | | (5) | Representative | Toshio Takemura, President | | (6) | Capital stock | 240 million yen | | (7) | Shares issued | 4,800 shares | | (8) | Shareholders' equity | 1,139 million yen | | (9) | Total assets | 16,276 million yen | | (10) | Financial closing date | March 31 | | (11) | Number of employees | 86 | | (12) | Major customers | Sanyo Chemical Industries, Ltd., Nippon Shokubai Co., Ltd. Lion Corporation, Unicharm Corporation and others | | (13) | Main shareholders and shareholdings | Tomen Corporation 100% | | (14) | Main banks | UFJ Bank Ltd. | | (15) | Relationship between the merger and the mergee | Capital relationship: Tomen owns 100% shares of mergee. | | Personal relationship: Tomen delegates 3 director and 1 corporate auditor to mergee. | | Trade relationship: Tomen has trade in sales and purchase with mergee. | Note: Tomen Chemical Co., Ltd. executed its capital increase on December 19, 2002. After the capital increase, the capital stock increased to 400 million yen and the number of shares issued increased to 8,000 shares. (16) Financial results for the last three fiscal years (millions of yen)
| | Tomen Corporation (Merger) | | Fiscal year ended | 2002/3 | 2001/3 | 2000/3 | | Net sales | 1,814,478 | 2,016,877 | 2,388,588 | | Operating income | 9,587 | 13,358 | 14,429 | | Ordinary profit | 9,456 | 12,509 | 8,424 | | Net income (loss) | 4,388 | 13,409 | (107,462) | | Net income (loss) per share (yen) | 6.88 | 22.17 | (160.46) | | Annual dividends per share (yen) | 0.00 | 0.00 | 0.00 | | Shareholders' equity per share (yen) | 66.74 | 72.33 | 2.72 | | | Tomen Chemical Co., Ltd. (Mergee) | | Fiscal year ended | 2002/3 | 2001/3 | 2000/3 | | Net sales | 51,328 | 61,719 | 56,547 | | Operating income | 840 | 940 | 830 | | Ordinary profit | 773 | 849 | 747 | | Net income (loss) | 404 | 179 | 378 | | Net income (loss) per share (yen) | 84,321 | 37,459 | 104,234 | | Annual dividends per share (yen) | 70,000 | 15,000 | Old share 105,000
New share 15,000 | | Shareholders' equity per share (yen) | 237,454 | 232,121 | 217,148 | 4. Status after the merger
| (1) | Company name: | Tomen Corporation | | (2) | Main business: | General Trading | | (3) | Headquarter: | 2-18, Nakanoshima 3-chome, Kita-ku, Osaka | | (4) | Representative: | Morihiko Tashiro, President | | (5) | Capital: | No effect by this merger | | (6) | Total assets: | Approximately 12 billion yen increase is projected in the total assets. | | (7) | Financial closing date: | March 31 | | (8) | Effect on company's performance: | We will announce the business projection of next fiscal year ending March 31, 2004, at the time when we announce the financial result of current fiscal year ending March 31, 2003. |
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