June 9, 2023
News Release
Company name: | GLORY LTD. |
Representative: | Motozumi Miwa, President |
Headquarters: | 3-1, Shimoteno 1-chome, Himeji, |
Hyogo, JAPAN | |
Securities Code: | 6457 |
Stock Exchange: | Tokyo (Prime) |
Accounting Term: | March |
Results of Tender Offer for Shares of FueTrek (Securities Code: 2468)
and Dissolution of Capital and Business Alliance with FueTrek
GLORY LTD. (the "Company") has entered into the tender offer agreement (the "Tender Offer Agreement") with AI, Inc. ("AI") in order to participate in the tender offer for the common stock of FueTrek Co., Ltd. ("FueTrek") to be conducted by AI (the "Tender Offer"), as announced in the news release of May 11, 2023 entitled "Execution of Tender Offer Agreement for Shares of FueTrek (Securities Code: 2468) and Dissolution of Capital and Business Alliance with FueTrek." It has also entered into the agreement to terminate the capital and business alliance agreement with FueTrek dated September 28, 2018 (the capital and business alliance based thereon hereinafter to be referred to as the "Capital and Business Alliance") subject to the completion of the Tender Offer.
The Company hereby announces that it has subsequently tendered its shares to the Tender Offer in accordance with the Tender Offer Agreement and has received a report from AI that the Tender Offer has been completed as of June 8, 2023 and that all shares tendered by the Company would be purchased by AI. On June 15, 2023, i.e., the commencement date of settlement of the Tender Offer, FueTrek will no longer be an equity-method affiliate of the Company, and the Capital and Business Alliance will be dissolved.
1. Outline of FueTrek
(1) | Name | FueTrek Co., Ltd. | |
(2) | Location | 6-1-1 Nishinakajima, Yodogawa-ku,Osaka-shi, Osaka, Japan | |
(3) | Title and name of representative | Akihiro Nishida, President & CEO | |
(4) | Description of Business | Planning and offering of services utilizing speech recognition technology and | |
designing of systems for realizing such services | |||
(5) | Stated capital | 100,000,000 JPY | |
(6) | Date of Incorporation | April 17, 2000 | |
GLORY LTD. | 40.53% | ||
Akira Wada | 1.47% | ||
Major Shareholders and | SBI SECURITIES Co., Ltd. | 1.41% | |
Masahiro Watanabe | 1.03% | ||
(7) | Shareholding Ratios | Taizo Omoto | 0.76% |
(As of September 30, 2022) | Akihiro Nishida | 0.73% | |
(Note1) | FueTrek Director Stock Ownership Association | 0.70% | |
Takeshi Kokubo | 0.69% | ||
Kenichiro Kawai | 0.68% | ||
Yukiyasu Yoshida | 0.62% | ||
Capital Relationship | As of June 9, 2023, the Company holds 3,793,200 | |||||
shares of FueTrek (Shareholding Ratio: 40.53%). | ||||||
One Senior Executive Officer and one Executive | ||||||
Officer of the Company concurrently serve as | ||||||
Personal Relationship | Directors (non-Audit and Supervisory Committee | |||||
(Note2) | Member) of FueTrek, and | one employee of the | ||||
Company concurrently serves as a Director (Audit and | ||||||
(8) | Relationship with the Company | |||||
Supervisory Committee Member) of FueTrek. | ||||||
Business Relationship | There is no business relationship that should be noted. | |||||
FueTrek is an equity-method affiliate of the Company | ||||||
Status as a Related | and is a related party of the Company. The Company | |||||
Party | has entered into a Capital | and Business Alliance | ||||
Agreement with FueTrek. | ||||||
(9) | Consolidated financial position and operating results of FueTrek for the last three years | (JPY thousand) | ||||
As of / Fiscal year ended | March 2021 | March 2022 | March 2023 | |||
Consolidated net assets | 2,582,697 | 2,715,055 | 1,989,299 | |||
Consolidated total assets | 3,774,255 | 3,868,438 | 3,318,833 | |||
Consolidated net assets per share | 255.13 JPY | 269.51 JPY | 193.18 JPY | |||
Consolidated net sales | 1,833,733 | 1,590,642 | 1,662,556 | |||
Consolidated operating income | (186,780) | 122,897 | (253,323) | |||
(loss) | ||||||
Consolidated ordinary income | (163,193) | 121,366 | (235,450) | |||
(loss) | ||||||
Net income attributable to owners | (391,850) | 133,273 | (663,938) | |||
of parent (loss) | ||||||
Consolidated net income (loss) | (41.87) JPY | 14.24 JPY | (70.95) JPY | |||
per share | ||||||
Dividends per share | 0 JPY | 4.00 JPY | 3.00 JPY | |||
(Note1) The above major shareholders and shareholding ratios are quoted from the amendment report for the second quarter of the 23rd period filed by FueTrek on February 22, 2023.
(Note2) All of them will resign on June 15, 2023, i.e., the commencement date of settlement of the Tender Offer.
2. Outline of AI
(1) | Name | AI, Inc. | |
(2) | Location | 1-15-15 Nishikata, Bunkyo-ku, Tokyo | |
(3) | Title and name of representative | Shinichi Hiroi, President and Representative Director | |
(4) | Description of Business | Providing and developing voice synthesis systems and consulting business | |
related to these systems | |||
(5) | Stated capital | 151,481,320 JPY | |
(6) | Date of Incorporation | April 1, 2003 | |
Shinichi Hiroi | 17.67% | ||
Daisuke Yoshida | 12.89% | ||
Major Shareholders and | YOSHIDA Jimusho G.K. | 11.55% | |
Shareholding Ratios (as of | Solxyz Co., Ltd. | 5.02% | |
Taishi Yoshida | 3.01% | ||
(7) | September 30, 2022) | ||
Kayo Kamei | 2.91% | ||
(Note) | |||
TIS Inc. | 2.01% | ||
Rakuten Securities, Inc. | 1.15% | ||
Akira Yoshida | 0.96% | ||
SBI SECURITIES Co., Ltd. | 0.71% | ||
Capital Relationship | Not applicable | ||
(8) | Relationship with the Company | Personal Relationship | Not applicable |
Business Relationship | Not applicable | ||
Status as a Related Party | Not applicable |
(Note) The above major shareholders and shareholding ratios are quoted from the report for the second quarter of the 20th period filed by AI on November 11, 2022.
3. Number of FueTrek shares tendered to the Tender Offer, Transfer price and number of shares held before
and after the Tender Offer
(1) | Number of shares held before the Tender Offer | 3,793,200 shares |
(2) | Number of shares tendered in the Tender Offer | 3,793,200 shares |
(3) | Transfer price | 857,263 thousand JPY (226 JPY per share) |
(4) | Number of shares held after the Tender Offer | 0 shares |
4. Future Prospects
FueTrek will no longer be an equity-method affiliate of the Company as of June 15, 2023, i.e., the commencement date of settlement of the Tender Offer. The financial impact of this transaction on the Company's consolidated accounts for FY2023 is expected to be minimal as stated in the news release of May 11, 2023 entitled "Execution of Tender Offer Agreement for Shares of FueTrek (Securities Code: 2468) and Dissolution of Capital and Business Alliance with FueTrek " announced on May 11, 2023. The Company will promptly announce if any material impact on the forecast of such accounts requiring disclosure occurs.
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About GLORY LTD.
GLORY LTD., headquartered in Himeji, Japan, is a pioneer in the development and manufacture of money handling machines and systems. GLORY provides a variety of products such as money handling machines, cash management systems, vending machines, automatic service equipment, and cash management solutions that are built on its leading-edge recognition/identification and mechatronics technology. Committed to meeting society's wide-ranging needs, GLORY serves the financial, retail, vending machine, amusement and gaming industries in over 100 countries with 11,000 employees worldwide. For more information, please visit the GLORY Group website at https://corporate.glory-global.com/
Contact:
Shigenobu Nishida
General Manager
Corporate Communications Department
Management Strategy Headquarters
Tel: +81-79-297-3131
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Disclaimer
GLORY Ltd. published this content on 09 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 June 2023 06:37:10 UTC.