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.

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.

(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.

(1) Schedule of the absorption-type merger

(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.