May 26, 2021
To whom it may concern:
Company Name: Hitachi Metals, Ltd.
Name of Representative: Mitsuaki Nishiyama
Chairperson, President, and CEO
(Code: 5486; First Section of the Tokyo Stock Exchange)
Contact: Izumi Tsubouchi
General Manager, Corporate Communications Dept.
(Phone: +81-3-6774-3077)
Announcement of Reorganization of Sales System in Japan
(Transfer of Business Divisions of Wholly-owned Subsidiary through Demerger
[Simplified Absorption-type Demerger])
Hitachi Metals, Ltd. (the "Company") hereby announces that it has decided to transfer the majority of the sales division, etc. of Hitachi Metals Trading, Ltd. ("Hitachi Metals Trading"), a wholly-owned subsidiary of the Company, to the Company through a demerger (simplified absorption-type demerger) and to transfer the advanced metals processing business, etc., of Hitachi Metals Trading to Hitachi Metals Tool Steel, Ltd. ("Hitachi Metals Tool Steel"), a wholly-owned subsidiary of the Company, through a demerger (absorption-type demerger).
Since said demerger is a simplified absorption-type demerger between the Company and its wholly-owned subsidiary, some of the matters and details are omitted from this disclosure.
- Overview
-
Purpose
While Hitachi Metals Trading had been responsible for the Hitachi Metals Group's sales functions in Japan, the demerger is aimed at establishing a new system that can reflect customers' opinions in the development and improvement of products and services on an even more timely basis by enhancing sales capabilities through the integration of sales functions of the Company and Hitachi Metals Trading and to provide fine-tuned services by leveraging the sales resources of the Company's dealers.
The Company has been reviewing its sales system in Japan as part of ongoing cost structure reforms and structural reforms to secure capital for investing in future growth to achieve an early improvement in operating performance. - Details
- The majority of the sales division, etc. of Hitachi Metals Trading will be transferred to the Company by means of a demerger (simplified absorption-type demerger) (the "Sales Division, etc. Absorption-type Demerger").
- The advanced metals processing business, etc. of Hitachi Metals Trading will be transferred to Hitachi Metals Tool Steel
by means of a demerger (absorption-type demerger).
Businesses concerning customers and business areas that can leverage the strengths of the Company's dealers will be sold to dealers. Hitachi Metals Trading will specialize in the marketing of wires and cables for construction and industrial cables.
Hitachi Metals
Trading
Demerger DemergerSale
Hitachi Metals | Hitachi Metals | Dealers | Hitachi Metals |
Tool Steel | Trading | ||
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3. Schedule
The schedule of the demerger is as follows. Since the absorption-type demerger falls under a simplified absorption-type demerger pursuant to Article 796, paragraph 3 of the Companies Act, a general shareholders' meeting of the Company in relation to the approval of the absorption-type demerger will not be held.
Date of resolution of Board of | May 26, 2021 |
Directors | |
Date of conclusion of absorption- | May 26, 2021 |
type demerger agreement | |
Effective date of absorption-type | October 1, 2021 (planned) |
demerger | |
4. Impact on Operating Performance
The impact of the demerger on the Company's consolidated operating performance will be minor.
II. Sales Division, etc. Absorption-type Demerger
1. Summary of the Sales Division, etc. Absorption-type Demerger
(1) Method of the Sales Division, etc. Absorption-type Demerger
It is an absorption-type demerger (simplified absorption-type demerger) with Hitachi Metals Trading as the demerger company and the Company as the successor company.
-
Allotment pertaining to the Sales Division, etc. Absorption-type Demerger
Since the Sales Division, etc. Absorption-type Demerger will be carried out between the parent company and its wholly- owned subsidiary, the Company will not deliver share allotments or other consideration. - Treatment of stock options and corporate bonds with stock options following the Sales Division, etc. Absorption-type Demerger
Not applicable. - Changes in common stock due to the Sales Division, etc. Absorption-type Demerger There will be no increase or decrease of the common stock of the Company.
- Rights and obligations assumed by the successor company
Upon the Sales Division, etc. Absorption-type Demerger, the Company will succeed to those assets, rights and obligations related to the sales divisions on the effective date stipulated in the absorption-type demerger agreement. - Prospect of performance of obligations
The Company deems that the debt obligations to be assumed by the Company are likely to be performed on or after the effective date of the demerger.
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2. Overview of Parties to the Sales Division, etc. Absorption-type Demerger
Demerger company | Successor company | ||
(Hitachi Metals Trading) | (The Company) | ||
(1) | Name | Hitachi Metals Trading, Ltd. | Hitachi Metals, Ltd. |
(2) | Address | 2-70, Konan 1-chome,Minato-ku, Tokyo | 2-70, Konan 1-chome,Minato-ku, Tokyo |
108-8224, Japan | 108-8224, Japan | ||
(3) | Name and title of | Takehisa Seo | Mitsuaki Nishiyama |
representative | President, CEO | Chairperson, President and CEO | |
Marketing of specialty steel products; | Manufacture and marketing of specialty | ||
(4) | Products and | functional components and equipment; | steel products; functional components and |
magnetic materials, applications and power | equipment; magnetic materials, applications | ||
businesses | |||
electronics; and wires, cables and related | and power electronics; and wires, cables and | ||
products | related products | ||
(5) | Capital | ¥350 million (As of March 31, 2021) | ¥26,284 million (As of March 31, 2021) |
(6) | Establishment | April 1950 | April 1956 |
(7) | Number of outstanding | 7,383,200 shares (As of March 31, 2021) | 428,904,352 shares (As of March 31, 2021) |
shares | |||
(8) | Accounting date | March 31 | March 31 |
(9) | Major shareholders | Hitachi Metals, Ltd. 100% | Hitachi, Ltd. 53.4% |
and shareholding ratio | (As of March 31, 2021) | (As of March 31, 2021) | |
- Operating performance and financial position of demerger company in most recent fiscal year (fiscal year ended March 31, 2021; Japanese GAAP)
Net assets | ¥18,449 million | |
Total assets | ¥52,153 million | |
Net assets per share | ¥2,498 | |
Net sales | ¥112,812 million | |
Operating profit | ¥2,009 million | |
Ordinary profit | ¥2,125 million | |
Profit | ¥1,018 million | |
Profit per share | ¥137 |
- Operating performance and financial position of successor company in most recent fiscal year (fiscal year ended March 31, 2021; consolidated; IFRS)
Total assets | ¥972,249 million | ||
Total equity | ¥492,118 million | ||
Equity per share attributable to shareholders of | ¥1,145.26 | ||
the parent company | |||
Revenues | ¥761,615 million | ||
Adjusted operating income* | (¥4,977 million) | ||
Income before income taxes | (¥50,588 million) | ||
Net income attributable to shareholders of the | (¥42,285 million) | ||
parent company | |||
Earnings per share (basic) | (¥98.90) | ||
*Adjusted operating income = Revenues - Cost of sales - Selling, general & administrative expenses |
3. Overview of Sales Division, etc. to be Transferred from Hitachi Metals Trading to the Company
(1) Products and businesses of sales division, etc. to be transferred
Marketing of specialty steel products; functional components and equipment; magnetic materials, applications and power electronics; and wires, cables and related products
(2) Operating performance of sales division, etc. to be transferred (fiscal year ended March 31, 2021; Japanese GAAP)
Net sales of businesses to be | Non-consolidated net sales of the | Percentage (A/B) |
transferred (A) | Company | |
¥11,671 million | ¥409,931 million | 2.8% |
Note: Does not include transaction amounts of Hitachi Metals and Hitachi Metals Trading.
(3) Items and book value of assets and liabilities to be transferred (fiscal year ended March 31, 2021)
Assets | Liabilities | |||||
Item | Book value | Item | Book value | |||
Current assets | ¥2,166 million | Current liabilities | ¥179 million | |||
Non-current assets | ¥1,169 million | Non-current liabilities | - | |||
Total | ¥3,335 million | Total | ¥179 million | |||
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- Status after the absorption-type demerger Demerger company (Hitachi Metals Trading)
① | Name | Hitachi Metals Trading, Ltd. |
Address | 2-70, Konan 1-chome,Minato-ku, Tokyo 108-8224, Japan | |
② | Name and title of | Takehisa Seo, President, CEO |
③ | representative | |
④ | Products and businesses | Marketing of wires and cables for construction and industrial cables |
Share capital | ¥350 million (As of March 31, 2021) | |
⑤ | Accounting date | March 31 |
⑥ | ||
Successor company (the Company) | ||
① | Name | Hitachi Metals, Ltd. |
Address | 2-70, Konan 1-chome,Minato-ku, Tokyo 108-8224, Japan | |
② | Name and title of | Mitsuaki Nishiyama, Chairperson, President and CEO |
③ | representative | |
④ | Manufacture and marketing of specialty steel products; functional | |
Products and businesses | components and equipment; magnetic materials, applications and power | |
electronics; and wires, cables and related products | ||
⑤ | Common stock | ¥26,284 million (As of March 31, 2021) |
Accounting date | March 31 | |
⑥ |
- Business Division Absorption-type Demerger from Hitachi Metals Trading to Hitachi Metals Tool Steel and Sale to Dealers
1. Overview of Business Division to be Transferred from Hitachi Metals Trading to Hitachi Metals Tool Steel
(1) Products and businesses of business division to be transferred Advanced metals processing business, etc.
(2) Items and book value of assets and liabilities to be transferred (fiscal year ended March 31, 2021)
Assets | Liabilities | |||||||
Item | Book value | Item | Book value | |||||
Current assets | ¥580 million | Current liabilities | - | |||||
Non-current assets | ¥13 million | Non-current liabilities | - | |||||
Total | ¥593 million | Total | - | |||||
(3) Status after the absorption-type demerger | ||||||||
Demerger company (Hitachi Metals Trading) | ||||||||
① | Name | Hitachi Metals Trading, Ltd. | ||||||
Address | 2-70, Konan 1-chome,Minato-ku, Tokyo 108-8224, Japan | |||||||
② | Name and title of | Takehisa Seo, President, CEO | ||||||
③ | representative | |||||||
④ | Products and businesses | Marketing of wires and cables for construction and industrial cables | ||||||
Share capital | ¥350 million (As of March 31, 2021) | |||||||
⑤ | Accounting date | March 31 | ||||||
⑥ | ||||||||
Successor company (Hitachi Metals Tool Steel) | ||||||||
① | Name | Hitachi Metals Tool Steel, Ltd. | ||||||
Address | 2-70, Konan 1-chome,Minato-ku, Tokyo 108-8224, Japan | |||||||
② | Name and title of | Fumihito Kobayashi, Chairperson, President and CEO | ||||||
③ | representative | |||||||
④ | Products and businesses | Sale, thermal treatment and processing of specialty steel, etc. | ||||||
Share capital | ¥100 million (As of March 31, 2021) | |||||||
⑤ | Accounting date | March 31 | ||||||
⑥ |
2. Assets to be Sold to Dealers
Current assets, etc. However, the amount is expected to be substantially smaller in comparison to the total equity of the Company.
Ends
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Forecast of consolidated results for current fiscal year (published April 26, 2021) and actual consolidated results for previous fiscal year(Unit: million yen)
Net income | ||||||||||||
Revenue | Adjusted | Profit before | attributable to | |||||||||
operating profit | income taxes | shareholders of the | ||||||||||
parent company | ||||||||||||
Consolidated results | ||||||||||||
forecast for current | 850,000 | 34,000 | 17,000 | 12,000 | ||||||||
fiscal year | ||||||||||||
(Fiscal year ending | ||||||||||||
March 31, 2022) | ||||||||||||
Actual consolidated | ||||||||||||
results for the previous | ||||||||||||
fiscal year | 761,615 | (4,977) | (50,588) | (42,285) | ||||||||
(Fiscal year ended | ||||||||||||
March 31, 2021) |
Contact: Corporate Communications Dept., Hitachi Metals, Ltd. Phone: +81-3-6774-3077
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Disclaimer
Hitachi Metals Ltd. published this content on 26 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 May 2021 06:02:05 UTC.