July 15, 2022
To whom it may concern
Company Name: AVANT CORPORATION
Name of Representative: Tetsuji Morikawa, President and Representative Director
(Code: 3836, TSE Prime Market)
Inquiries: Naoyoshi Kasuga, Director
(TEL: 03-6388-6739)
(Disclosure Progress Report) Notice of Additional Information Regarding Absorption-Type
Demerger between Consolidated Subsidiaries
As announced in the "Notice Concerning Determination of the Group's Reorganization Policy (Corporate Separation between Consolidated Subsidiaries), Change of the Company's Trade Name, Partial Change of the Articles of Incorporation and Change of Trade Name of Consolidated Subsidiary" dated June 22, 2022, the Company hereby announces that effective today, its consolidated subsidiaries have entered into an absorption-type company demerger agreement with respect to the reorganization of the Company group (hereby referred to as the "Reorganization") where DIVA CORPORATION, a consolidated subsidiary, shall succeed to the development business of consolidated accounting related systems (main products carry brands such as "DivaSystem LCA" and "DivaSystem FBX") to FIERTE CORPORATION, a consolidated subsidiary of the Company, by way of an absorption-type demerger (hereinafter referred to as "No. 1 absorption-type demerger"), and ZEAL CORPORTION, a consolidated subsidiary, shall transfer its corporate performance management ("CPM") unit business to DIVA CORPORATION by way of absorption-type company demerger (hereinafter referred to as the "No. 2 absorption-type demerger").
Since the Reorganization is an absorption-type demerger between consolidated subsidiaries of the Company and does not fall under the standards for timely disclosure, some disclosure items and details have been omitted.
Note
Outline of the Absorption-type Demerger
No.1 Absorption-Type Company Demerger Agreement
(1) Schedule of the absorption-type demerger
Date of resolution by the Company's Board of Directors
(decision on the Reorganization Policy):June 22, 2022 Date of conclusion of absorption-type demerger agreement
1
(DIVA CORPORATION and FIERTE CORPORATION): | July 15, 2022 |
Scheduled date of resolution for approval at the general meeting of shareholders | |
(DIVA CORPORATION and FIERTE CORPORTION): | September 27, 2022 (TBD) |
Effective date of the absorption-type demerger: | October 1, 2022 (TBD) |
(2) Method of absorption-type demerger
An absorption-type demerger in which DIVA CORPORATION (to be renamed AVANT CORPORATION as of the effective date) will be the splitting company and FIERTE CORPORATION (to be renamed DIVA CORPORATION as of the effective date) will be the successor company.
(3) Allotment of shares related to the absorption-type demerger
No shares will be allotted, or other consideration will be delivered in connection with No.1 Absorption-type demerger.
- Treatment of stock acquisition rights and bonds with stock acquisition rights in connection with the split company Not applicable.
- Increase or decrease in capital due to absorption-type demerger
There will be no increase or decrease in the capital of the successor company as a result of the first absorption- type demerger.
(6) Rights and obligations to be succeeded to by the successor company
To the extent provided for in the absorption-type demerger agreement dated today, the Company will assume the assets, liabilities and other rights and obligations related to the development business of the divesting company's consolidated closing support systems (main product brands: "DivaSystem LCA" and "DivaSystem FBX"). In addition, the debt to be assumed by the successor company shall be a superimposed assumption of debt.
(7) Prospect of fulfillment of obligations
Since the Company's consolidated subsidiaries manage balance sheet items as company-wide assets and liabilities, the items and book values of the assets and liabilities subject to No.1 Absorption-type Demerger will be calculated by the effective date of No.1 Absorption-type Demerger. However, as stated above, the Company has determined that there will be no problem with the prospects for performance of the obligations to be assumed by the successor company, since the obligations to be assumed by the successor company will be assumed by the Company in a superposition of obligations.
Split company | Successor company | |
(1) Name | DIVA CORPORATION (to be | FIERTE CORPORATION (to be |
2 |
renamed "AVANT | renamed "DIVA CORPORATION" | |||
CORPORATION" as of the | as of the effective date) | |||
effective date) | ||||
(2) | Location | 15-2, Konan 2-chome,Minato-ku, | 5-1,Nishi-Shinjuku6-chome, | |
Tokyo | Shinjuku-ku, Tokyo | |||
(3) | Title and name of | Tetsuji Morikawa, President and | President and Representative | |
representative | Representative Director | Director Gen Nagata | ||
Development, sales and consulting | ||||
(4) | Business | of software for group governance | Outsourcing-related business | |
(consolidated accounting/business | ||||
management) | ||||
(5) | Capital stock | 100 million yen | 100 million yen | |
(6) | Date of Establishment | May 26, 1997 (establishment) | August 7, 2017 | |
October 1, 2013 (Establishment) | ||||
(7) | Number | of shares | 4,000 shares | 4,000 shares |
outstanding | ||||
(8) | Fiscal year end | end of June | end of June | |
(9) | Major | Shareholders | ||
and | Shareholding | AVANT CORPORATION 100%. | AVANT CORPORATION 100%. | |
Ratio | ||||
(10) Financial position and results of operations for the most recent fiscal year (ending June 30, 2021)
Net assets | 1,495 million yen | 588 million yen |
Total assets | 5,223 million yen | 1,366 million yen |
Net assets per share | 373,761.45 yen | 147,032.29 yen |
Net sales | 7,822 million yen | 2,479 million yen |
Operating income | 1,832 million yen | 523 million yen |
Net income attributable to owners of | 1,269 million yen | 368 million yen |
the parent | ||
Net income per share | 317,303.69 yen | 92,320.29 yen |
Outline of business divisions to be split off in No. 1 Absorption-Type Demerger
(1) Business of the division to be split
Development business of consolidated closing support systems (main product brands: "DivaSystem LCA" and "DivaSystem FBX")
- Items and book value of assets and liabilities to be split 3
Since the Company's consolidated subsidiaries manage balance sheet items as corporate assets and liabilities, the items and book values of the assets and liabilities subject to the No.1 absorption-type demerger agreement will be calculated by the effective date of the No. 1 absorption-type demerger.
No.2 Absorption-Type Demerger Agreement
(1) Schedule of the absorption-type demerger | |
Date of resolution by the Company's Board of Directors | |
(decision on the Reorganization Policy): | June 22, 2022 |
Date of conclusion of absorption-type demerger agreement | |
(ZEAL CORPORATION and DIVA CORPORATION): | July 15, 2022 |
Scheduled date of resolution for approval at the general meeting of shareholders | |
(ZEAL CORPORATION and DIVA CORPORATION): | September 27, 2022 (TBD) |
Effective date of the absorption-type demerger: | October 1, 2022 (TBD) |
(2) Method of absorption-type demerger
An absorption-type demerger in which ZEAL CORPORATION will be the splitting company and DIVA CORPORATION (to be renamed AVANT CORPORATION as of the effective date) will be the successor company.
(3) Allotment of shares related to the absorption-type demerger
No shares will be allotted, or other consideration will be delivered upon the No.2 Absorption-type Demerger.
- Treatment of stock acquisition rights and bonds with stock acquisition rights in connection with the split company Not applicable.
- Increase or decrease in capital due to absorption-type demerger
There will be no increase or decrease in the capital of the successor company as a result of the second absorption- type demerger.
(6) Rights and obligations to be succeeded to by the successor company
To the extent provided for in the absorption-type demerger agreement dated today, the Company will assume the rights and obligations, including assets and liabilities, related to the business under the jurisdiction of the CPM Unit of the demerged company. In addition, the debt to be assumed by the successor company shall be a superimposed assumption of debt.
(7) Prospect of fulfillment of obligations
Since the Company's consolidated subsidiaries manage balance sheet items as company-wide assets and liabilities,
4
the items and book values of the assets and liabilities subject to the second absorption-type demerger agreement will be calculated by the effective date of the second absorption-type demerger. However, as stated above, the Company has determined that there will be no problem with the prospects for performance of the obligations to be assumed by the successor company, since the obligations to be assumed by the successor company will be assumed by the Company in the form of superimposed assumption of obligations.
Split company | Successor company | |||
(1) | Name | ZEAL CORPORATION | DIVA CORPORATION | |
(2) | Location | 2-13-17Kami-Osaki, Shinagawa- | 15-2, Konan 2-chome,Minato-ku, | |
ku, Tokyo | Tokyo | |||
(3) | Title and name of | Takahiro Okabe, President and | Tetsuji Morikawa, President and | |
representative | Representative Director | Representative Director | ||
Development, sales and consulting | ||||
(4) | Business | BI/DWH consulting, integration | of software for group governance | |
and package sales | (consolidated accounting/business | |||
management) | ||||
(5) | Capital stock | 100 million yen | 100 million yen | |
(6) | Date of Establishment | July 1, 2012 (Establishment) | May 26, 1997 (establishment) | |
October 1, 2013 (Establishment) | ||||
(7) | Number | of shares | 4,000 shares | 4,000 shares |
outstanding | ||||
(8) | Fiscal year end | end of June | end of June | |
(9) | Major | Shareholders | ||
and | Shareholding | AVANT CORPORATION 100%. | AVANT CORPORATION 100%. | |
Ratio | ||||
(10) Financial position and results of operations for the most recent fiscal year (ending June 30, 2021)
net assets | 975 million yen | 1,495 million yen |
total assets | 2,564 million yen | 5,223 million yen |
Net assets per share | 243,828.61 yen | 373,761.45 yen |
Net sales | 6,250 million yen | 7,822 million yen |
Operating income | 810 million yen | 1,832 million yen |
Net income attributable to owners of | 538 million yen | 1,269 million yen |
the parent | ||
Net income per share | 134,507.82 yen | 317,303.69 yen |
Outline of business divisions to be split off in No. 2 Absorption-type Demerger 5
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Avant Corporation published this content on 15 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 July 2022 04:23:09 UTC.