October 25, 2017
Company name: FANUC CORPORATION Representative: Yoshiharu Inaba, Chairman
(Stock Code: 6954, 1st Section, Tokyo Stock Exchange)
Contact: Keisuke Fujii , Manager, Public Relations Tel: (0555) 84 - 5555
Notice Regarding Absorption-Type Merger with MOLD INSTITUTE LTD
At the Board of Directors meeting held on October 25, 2017, FANUC CORPORATION resolved to merge MOLD INSTITUTE LTD into FANUC CORPORATION as of January 1, 2018.
This is an absorption-type simplified merger which is anticipated to result in an increase in the Company's total assets of no greater than 10% of net assets as at the last day of the previous fiscal year, and an increase in sales of no greater than 3% of sales for the previous fiscal year. As a result, some of disclosure items and details are omitted.
Purpose of the merger
As a part of the efforts to reorganize and streamline the production system in FANUC Group, FANUC CORPORATION decided to manufacture injection molded plastic parts by itself which MOLD INSTITUTE LTD has been manufacturing.
Summary of the merger
Schedule
October 25, 2017 Resolved by the Board of Directors Meeting of FANUC
CORPORATION for the Merger
October 26, 2017(planned) Resolved by the General Meeting of Shareholders of
MOLD INSTITUTE LTD for the Merger October 26, 2017(planned) Conclusion date of the Merger Agreement January 1, 2018(planned) Effective date of the Merger
(Note) The approval of the resolution by the shareholders of FANUC CORPORATION is not necessary for the merger, because FANUC CORPORATION will use the simplified merger procedure prescribed in Paragraph 2 of Article 796 of the Companies Act.
Method of merger
The method of the merger is an absorption-type company merger between FANUC CORPORATION (as the surviving company) and MOLD INSTITUTE LTD (as the absorbed company). MOLD INSTITUTE LTD will be dissolved.
Allocations for the merger
The merger will be made in cash and FANUC CORPORATION will pay
¥202,488.17 per share to the shareholders of MOLD INSTITUTE LTD except for FANUC CORPORATION itself.
Stock acquisition rights and bonds with stock acquisition rights of the absorbed company MOLD INSTITUTE LTD is a private company and has not issued any stock acquisition rights or bonds with stock acquisition rights.
Grounds of details of allocation in relation to the merger
Since MOLD INSTITUTE LTD is engaging only in the manufacture of the parts for the products of the shareholders (as described in 4.(9) below), the allocation for this merger will be based on the net assets of MOLD INSTITUTE LTD as of September 30, 2017 (as described 2.(3) above).
Outline of companies involved in the merger
Surviving Company
Company to be absorbed
(1)Name of company
FANUC CORPORATION
MOLD INSTITUTE LTD
(2)Head office
3580, Shibokusa Aza-Komanba, Oshino-mura, Minamitsuru-gun,
Yamanashi Prefecture
3559-1,Shibokusa Aza-Komanba, Oshino-mura, Minamitsuru-gun,
Yamanashi Prefecture
(3)Representative
Yoshiharu Inaba
Chairman
Kenji Yamaguchi
President
(4)Major business
segments
Development, manufacture, sale and maintenance services of CNC systems, lasers, Robots, ROBODRILL (small machining centers), ROBOSHOT (electric injection molding machines), ROBOCUT (wire-cut EDMs), and ROBONANO
(ultra-precision machines)
Manufacture of injection molded plastic parts
(5)Paid-in capital
¥69,014 million
¥300 million
(6)Date of establishment
May 12, 1972
July 3, 1984
(7)Total number of
shares outstanding
204,059,017 shares
6,000 shares
(8)Fiscal term
March 31
March 31
(9)Name of major shareholders and their investment ratio
①The Master Trust Bank of Japan, Ltd. (Trust Account)
11.8%
②Japan Trustee Services Bank, Ltd. (Trust Account)
8.0%
③State Street Bank and Trust Company
5.2%
④State Street Bank and Trust Company 505001
3.1%
⑤Japan Trustee Services Bank, Ltd. (Trust Account 5)
1.9%
①FANUC CORPORATION
66.6%
②KURODA PRECISION INDUSTRIES LTD.
16.6%
③Makino Milling Machine Co.,Ltd.
16.6%
(10)Operating results and financial conditions for the latest fiscal year
Surviving Company
Company to be absorbed
Fiscal year
Year ended March 31, 2017
(Consolidated)
Year ended March 31, 2017
Net assets
¥1,369,457million
¥1,183 million
Total assets
¥1,564,769million
¥1,237 million
Net assets per share
¥7,031.79
¥197,218.02
Net sales
¥536,942 million
¥303 million
Operating income
¥153,217 million
¥46 million
Ordinary income
¥168,829 million
¥45 million
Net income (attributable to
owners of the parent)
¥127,697 million
¥33 million
Net income per share
¥658.63
¥5,424.92
Outline of FANUC CORPORATION following the merger
Following this merger, there will be no change in the name of FANUC CORPORATION, the address of its head office, its representatives, its business scope, its paid-in capital or its fiscal year.
Outlook
The impact by the merger for the consolidated results of FANUC CORPORATION for the fiscal year ending March 31, 2018 is negligible.
End
Fanuc Corporation published this content on 25 October 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 25 October 2017 06:07:02 UTC.
Original documenthttp://www.fanuc.co.jp/en/ir/announce/pdf/notice20171025_3_e.pdf
Public permalinkhttp://www.publicnow.com/view/F45350711A54087DFDF80EBE1541A868AAC69E35