[This is an English translation of the original text written in Japanese]
January 27, 2020
LIXIL Group Corporation Kinya Seto
Representative Executive Officer and President (First Section of TSE/NSE, code 5938)
(Contact): Kayo Hirano
Senior Manager, Investor Relations Office
Notification Regarding Start of Consideration of Merger between
LIXIL Group Corporation and its subsidiary
LIXIL Group Corporation (hereinafter "LGC") announced today that its Board of Directors has resolved to start considering a merger between LGC, the holding company of the LIXIL Group, and LIXIL Corporation (hereinafter "LIXIL"), its 100% subsidiary.
The details are as follows:
1. Purpose of the merger
LIXIL Group's aim is to be an entrepreneurial company that can achieve sustainable competitiveness and growth in order to fulfill its corporate purpose to contribute to society by making better homes a reality for everyone, everywhere. To achieve this aim, the company is taking steps to transform its operations, including strengthening governance, enhancing productivity and efficiency, as well as becoming a more agile organization that enables better decision-making.
Since 2001, under the former Tostem Inax Holding Corporation, LIXIL Group adopted a holding company structure to optimize overall operations while maintaining cooperation between each operating company. This structure was continued when LIXIL was established following the integration of five major operating companies in 2011. However, as LIXIL Group's strategy has evolved, it must now place greater focus on actively managing its core businesses and driving synergies across these business areas to accelerate growth. This is in line with the announcement of July 22, 2019, ("Announcement Regarding Management's Future Direction"), which stated that the highest priority of the current executive officers and board of directors is to enhance corporate value by focusing on LIXIL's core businesses inside and outside of Japan.
By dissolving the two-tier structure of LGC and LIXIL, efficiency will be improved by eliminating duplication of management, operating costs and human resources. This change will enable faster decision-making, as well as improve corporate governance by simplifying the group management system and increasing the transparency of management.
Based on these considerations, the Board of Directors has today resolved to consider eventually merging LGC and LIXIL.
2. Overview of the companies to be merged
(1) Name of the | LIXIL Group Corporation | LIXIL Corporation | |||
company | |||||
(2) | Major business | 1) To control and manage the | To manufacture and sell building | ||
operations of the companies operating | materials and housing equipment for | ||||
businesses relating to living in Japan | housing and buildings, operate | ||||
and foreign countries by obtaining and | housing-related businesses as well as | ||||
holding the shares or the equities in | related services. | ||||
such companies. | |||||
2) To control and manage the | |||||
operations of the companies operating | |||||
business relating to urban environment | |||||
in Japan and foreign countries by | |||||
obtaining and holding the shares or the | |||||
equities in such companies. | |||||
(3) | Year of | September 1949 | October 2001 | ||
foundation | |||||
(4) | Headquarters | Ojima 2-2-1,Koto-ku, Tokyo, JAPAN | Ojima 2-2-1,Koto-ku, Tokyo, JAPAN | ||
(5) | Representative | Kinya Seto | Kazuhiko Otsubo | ||
(6) | Capital | JPY68,418 million | JPY34,600 million | ||
(7) | Outstanding | 313,319,159 shares | 650,649 shares | ||
shares | |||||
(8) | Major | The Master Trust Bank of | 6.17% | LIXIL Group Corporation | 100% |
shareholders and | Japan, Ltd. (Trust | ||||
its % of | account) | ||||
shareholding | Japan Trustee Services | 4.91% | |||
(As of September | Bank, Ltd. (Trust Account) | ||||
30, 2019) | State Street Bank Client | 3.72% | |||
Omnibus OM04 | |||||
(Note) excluding | (Standing Proxy: The | |||
treasury stock of | Hongkong and | |||
23,223,744 shares. | Shanghai Banking | |||
Corporation Limited | ||||
Tokyo Branch) | ||||
Other | ||||
(9) Financial | IFRS (Consolidated) | JGAAP (Stand-alone) | ||
position and | ||||
Total equity (JPY million) | 567,167 | Total equity (JPY million) | 134,964 | |
operating results | ||||
Total asset (JPY million) | 2,059,544 | Total asset (JPY million) | 829,446 | |
for the latest fiscal | ||||
Equity attributable to | 1,839.59 | Net asset per share (JPY) | 207,430.08 | |
year (March 2019) | owners of the parent per | |||
share (BPS) (JPY) | ||||
Revenue (JPY million) | 1,832,608 | Net Sales (JPY million) | 883,231 | |
Operating loss (JPY | -15,029 | Operating income (JPY | 6,019 | |
million) | million) | |||
Ordinary income (JPY | 8,470 | |||
million) | ||||
Loss for the year | -52,193 | Net loss (JPY million) | -79,642 | |
attributable to owners of | ||||
the parent (JPY million) | ||||
Basic loss per share (JPY) | -179.98 | Loss per share (JPY) | -122,404.19 | |
3. Future plans
The LIXIL Group will establish a project team to advance the consideration of the merger between LGC and LIXIL as part of its initiatives to improve its corporate governance, management efficiency, and corporate value. The project team will consider the method of the merger, the timing of the completion of the merger, and the management structure after the merger, etc.
4. Future outlook
As the considered merger is between LGC and its 100% of consolidated subsidiary, there will be no negative impact on LIXIL Group's consolidated financial performance. LGC will announce the timing of the completion of the merger, and the management structure after the merger once it is agreed and determined.
End
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LIXIL Group Corporation published this content on 27 January 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 January 2020 07:14:00 UTC