March 6, 2020
Dear Sirs
Company Name: Mitsui Matsushima Holdings Co., Ltd. Representative: Tsuneo Amano, Representative Director and President (Stock Code 1518, First Section of the Tokyo Stock Exchange and Fukuoka Stock Exchange) Contact: Taishi Yoshioka, Managing Executive Officer TEL.: +81-92-771-2468
Notice of Stock Acquisition (Subsidiary Acquisition) of Sansei Denshi Co., Ltd.
On March 6, 2020, a resolution acquiring 100% of the shares of Sansei Denshi Co., Ltd. (Sansei Denshi) was passed by the board of directors of Mitsui Matsushima Holdings Co., Ltd. (the Company), making the company a wholly owned subsidiary. The details are as follows.
Description
1. Reason for Stock Acquisition
The Mitsui Matsushima Group bears policies that it will aggressively invest in the non-coal production business in line with the medium-term management plan (covering 5 years) that was formulated in November 2018. Additionally, this stock acquisition is implemented according to its policies.
Sansei Denshi manufactures and sells production facilities and/or measurement devices for crystal devices that need to be embedded in various electronic communication devices, including vehicle-mounted devices, smartphones, and home appliances, for them to control an electronic circuit. Sansei Denshi is the only device manufacturer that can produce and construct in-line systems which broadly cover steps from the assembly to the inspection of the production processes of crystal devices in Japan. Sansei Denshi also has more than 50 years of experience in providing products and showing advanced technical capabilities cultivated along with the development of crystal devices. In addition, it has established its direct sales network by building strong and trustworthy relationships with clients and customers both at home and abroad.
Technological innovation, including miniaturization, has occurred at certain intervals in the crystal device market. Consequently, crystal device manufacturers have invested in facilities and/or equipment based on each innovation. Thus, as the company's devices with cutting-edge technical capabilities can always be applied to the smallest crystal devices, the demand for its products is expected to steadily increase over the medium and long term owing to a wider use of its products in promising areas, which include electrical components that are used for automobiles and communications infrastructures that are compliant with 5G technology.
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2. Management System After Stock Acquisition
Several persons from the Mitsui Matsushima Group will assume the post of director(s) and auditor(s). However, Mr. Tadashi Uchino will still continue to act as the representative director and president, and the current executive officers will then be appointed as directors. Furthermore, the Company respects the present conditions, including the employment conditions of employees and the relationships with business partners, and it also intends to maintain such conditions even after the stock acquisition.
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2. Outline of New Subsidiary
(1) | Name | Sansei Denshi Co., Ltd. | ||||
(2) | Location | 11-8, Iwado Kita 1-chome,Komae-shi, Tokyo, Japan | ||||
(3) | Representative name | and | Tadashi Uchino, representative director and president | |||
title | ||||||
(4) | Business operations | Production and sales of measurement devices/production facilities for crystal | ||||
devices and related hardware and software products | ||||||
(5) | Capital | 50 million yen | ||||
(6) | Date of establishment | October 7, 1963 | ||||
(7) | Major shareholders | and | This will not be described because the seller is a private person. | |||
stock ownership ratio | ||||||
(8) | Relationship between | the | Capital relationships | Not applicable | ||
listed company and new | Personal relationships | Not applicable | ||||
subsidiary | Transactional relationships | Not applicable | ||||
(9) | Operating performance and financial status of the new subsidiary for the past 3 years | |||||
Financial accounting period | FY2016 | FY2017 | FY2018 | |||
Net assets | 3,344 million yen | 3,927 million yen | 3,932 million yen | |||
Total assets | 5,898 million yen | 6,448 million yen | 4,934 million yen | |||
Net assets per share | 236,213.21 yen | 277,443.34 yen | 277,803.72 yen | |||
Net sales | 3,873 million yen | 6,337 million yen | 2,793 million yen | |||
Operating profit | 582 million yen | 668 million yen | 71 million yen | |||
Ordinary profit | 561 million yen | 709 million yen | 155 million yen | |||
Net profit | 560 million yen | 592 million yen | 26 million yen | |||
Net profit per share | 38,751.86 yen | 41,852.84 yen | 1,847.66 yen | |||
Dividend per share | 700 yen | 1,410 yen | 1,410 yen |
3. Outline of Seller
(1) | Name | This will not be described because the seller is a private person. | |||
(2) | Address | This will not be described because the seller is a private person. | |||
Relationship | between | Capital relationships | Not applicable | ||
Personal relationships | Not applicable | ||||
(3) | the listed company and | ||||
Transactional | Not applicable | ||||
the said individual | |||||
relationships | |||||
4. Number of acquired shares, acquisition price, and status of retained stock before and after acquisition
(1) Retained | shares prior to | 0 shares | |
(No. of voting rights: 0) | |||
acquisition | |||
(Percentage of voting rights: 0%) | |||
(2) Number of acquired shares | 9,135 shares | ||
(No. of voting rights: 9,135) | |||
(3) Acquisition price | It will not be disclosed due to confidentiality obligations between the parties. | ||
(4) Retained | shares | after | 9,135 shares |
(No. of voting rights:9,135) | |||
acquisition | |||
(Percentage of voting rights: 100%) | |||
5. Schedule
(1) Date of resolution of board | March 6, 2020 |
of directors | |
(2) Contract date | March 6, 2020 |
(3) Planned stock transfer date | April 1, 2020 |
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Acquisition funds
Cash in bank and cash on hand as well as bank borrowing will be used. - Future projections
The consolidated financial results for the fiscal year ending in March 2020 will not be changed by the stock acquisition. Moreover, the consolidated financial forecast for the fiscal year ending in March 2021 will be released in the summary of consolidated financial results for the fiscal year ending in March 2020 (to be released on May 13, 2020).
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Disclaimer
Mitsui Matsushima Co. Ltd. published this content on 18 March 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 March 2020 09:21:10 UTC