May 15, 2023
Company Name | HOYA Corporation |
Name of | Eiichiro Ikeda, |
Representative | Representative Executive Officer and CEO |
(Ticker: 7741 TSE Prime Market) | |
Contact | Corporate Communication Department |
Telephone +81-(0)3-6911-4824 |
Notice of Company Split (Simplified Incorporation Split) and Transfer of Shares of
the Newly Established Company
Today, HOYA Corporation (HOYA) has decided to transfer its business of cloud attendance management service and cloud payroll statement viewing service to RAKUS HR Tech Co., Ltd.(Representative: Masashi Tanabe, RAKUS HRT), which is to be newly established through a company split (simple incorporation-type company split) (hereinafter referred to as the "Company Split"), and the shares of RAKUS HRT to RAKUS Co., Ltd. (Representative: Takanori Nakamura, Address: Kita-Ku, Osaka, RAKUS) (hereinafter referred to as the "Share Transfer" and collectively with the Company Split, the "Transaction"), as follows:
Since this is a simple incorporation-type company split solely conducted by HOYA, certain disclosure items and details have been omitted.
Notes
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Purpose of the Transaction
Aiming to optimally allocate the Group's management resources, HOYA has decided that it would be optimal for this business to strengthen its competitiveness by operating the cloud attendance management and payroll statement viewing services business under RAKUS, which has extensive knowledge of IT services and customer channels. Accordingly, HOYA has reached an agreement with RAKUS to transfer the shares. - Summary of the Company Split
- Schedule of the Company Split
Decision by the Representative Executive Officer | May 15,2023 |
on the incorporation-type split plan
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Effective date of the company split | June 30, 2023(planned) |
(The day of the establishment of RAKUS HRT) |
NOTE: This company split falls under the simplified incorporation-type split stipulated in Article 805 of the Companies Act, and therefore it is scheduled to be implemented without a resolution of the general meeting of shareholders.
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Method of the Company Split
This is a simplified incorporation split with HOYA as the splitting company and RAKUS HRT as the successor company. - Contents of Allotment Pertaining to the Company Split
RAKUS HRT will issue 1,000 shares of common stock and all of them will be allotted and delivered to HOYA upon this company split. - Treatment of Stock Acquisition Rights and Bonds with Stock Acquisition Rights as a Result of the Company Split
There are no applicable items in this company split. - Capital Increase or Decrease by this Company Split
As a result of this corporate split, there will be no increase or decrease in share capital. - Rights and Obligations to be Succeeded by the Successor Company
RAKUS HRT will succeed to the Company's assets, liabilities, contractual status including employment contracts, and rights and obligations incidental thereto relating to the business subject to the Incorporation-type Company Split to the extent provided for in the Incorporation-type Company Split Plan. The succession of the obligation shall be made by the method of assumption of the indemnified obligation. - Prospects of Paying Debt Obligations
In the company split, HOYA has determined that there are no problems with the prospects of execution the obligations to be borne by HOYA and RAKUS HRT. - Outline of the Parties Involved in the Company Split
Successor Company | Splitting Company | |
(To be established on June 30, | (As of March 31, 2023) | |
2023) | ||
i. Name | RAKUS HR Tech Co., Ltd. | HOYA Corporation |
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ii. | Location | of | the | head | TBD | 6-10-1,Nishi-Shinjuku, | |||
office | Shinjuku-ku, Tokyo | ||||||||
iii. | Position/N am e of | Masashi Tanabe, | Eiichiro Ikeda, Representative | ||||||
Representative | Representative Director | Executive Officer and CEO | |||||||
iv. | Business Activities | Manufacturing | and | sales | of | ||||
Development and sales of | health care/medical | products, | |||||||
cloud attendance management | electronics | products | for | ||||||
and payroll statement viewing | semiconductor | manufacturing | |||||||
services | components and others | and | |||||||
imaging products | |||||||||
v. | Common stock | 50,000,000 yen | 6,264,201,967 yen | ||||||
vi. | Date of Incorporation | June 30, 2023 (planned) | August 23, 1944 | ||||||
vii. | Number | of | shares | 1,000 shares | 356,960,520 shares | ||||
outstanding | |||||||||
viii. | Fiscal year end | March | March | ||||||
ix. | Major shareholde rs | and | The Master Trust Bank of | ||||||
percentage | of shares | Japan, Ltd. (Trust Account) | |||||||
20.31% | |||||||||
Custody Bank of JAPAN, Ltd. | |||||||||
(Trust Account) | 7.35% | ||||||||
HOYA Corporation 100% | SSBTC Client Omnibus | ||||||||
Account | 3.10% | ||||||||
State Street Bank West Client- | |||||||||
Treaty 505234 | 1.87% | ||||||||
Deutsche Bank Trust | |||||||||
Company Americas | 1.76% | ||||||||
x. Financial position and results of operations for the immediately preceding fiscal year (Fiscal Year ending March 2023)
Millions of yen | |
Splitting Company (Consolidated and IFRS) | |
Total equity | 814,604 |
Total assets | 1,028,326 |
Equity attributable to owner of the company per share | 2,311.72 yen |
Revenue | 723,582 |
Profit before tax | 215,832 |
Profit attributable to owners of the company | 168,638 |
Basic earnings per share | 469.76 yen |
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As the successor company is scheduled to be established going forward, there is no financial position or operating results for the most recent fiscal year.
- Summary of Business Divisions to be Succeeded by the Company Split
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Description of the Business Division to be Split
Development and sales of cloud attendance management and payroll statement viewing services - Business Results of the split business division (Fiscal Year Ending March 2023) Revenue 962 million yen
- Items and amounts of assets and liabilities to be split (as of December 31, 2022)
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Description of the Business Division to be Split
Millions of yen
Assets | Liabilities | ||
Item | Amount | Item | Amount |
Current assets | 117 | Current liabilities | 237 |
Non-current assets | 0 | Non-current liabilities | - |
Total assets | 117 | Total liabilities | 237 |
Calculated based on the balance sheet as of December 31, 2022, and will change at the time of the company split.
(10)Status After the Company Split
After the company split, there is no change in the name of the company, the location of the head office, the position and name of the representative, the nature of the business, capital, or the fiscal year-end.
3. Summary of the Share Transfer
- Outline of the New Company to be Transferred
Please refer to 2.Summary of the Incorporation-type Company Split(8)(9) above.
(2) Schedule of the Share Transfer | |
Decision on Share Transfer Agreement | May 15, 2023 |
Conclusion of the Share Transfer Agreement | May 15, 2023 |
Effective Date of Share Transfer | July 1, 2023 (planned) |
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- Summary of the Counterparty to the Share Transfer
i. | Name | RAKUS Co., Ltd. | ||
ii. | Location of the head | 1-9, Tsurunocho, Kita-Ku, Osaka | ||
office | ||||
iii. | Position/N am e of | President and Representative Director | ||
Representative | Takanori Nakamura | |||
iv. | Business Activities | Services related to information processing, information | ||
communication, and information provision, as well as | ||||
software development, sales, maintenance, import/export, | ||||
contracting, and leasing, etc. | ||||
v. | Capital | 378,378,000 yen | ||
vi. | Date of Incorporation | November 1, 2000 | ||
vii. | Net assets for the | 9,548 million yen | ||
previous fiscal year | ||||
viii. | Total assets for the | 14,073 million yen | ||
previous fiscal year | ||||
ix. | Major shareholders and | Takanori Nakamura | 34.35% | |
The Master Trust Bank of Japan, Ltd. (Trust Account) | ||||
percentage of shares | 6.90% | |||
(As of September 30, 2022) | Yoshifumi Matsushima | 5.15% | ||
Shinichiro Motomatsu | 4.86% | |||
Hideyuki Inoue | 4.41% | |||
x. | Relationship between the | Capital relationship | None. | |
listed company and the | Personnel relationship | None. | ||
relevant company | ||||
Business relationship | HOYA receives cloud services | |||
from the relevant company. | ||||
Status of relationship with | None. | |||
related parties | ||||
- Number of Shares Transferred and Shareholding Before and After the Share Transfer
i. | Shares owned prior to the | 1,000 Shares | |
transaction | (Percentage of voting rights held: 100%) | ||
ii. | Number of the transferred shares | 1,000 Shares (100%) | |
iii. | Transfer price | 3,343 million yen | |
The price has been determined through | |||
negotiation after consultations, and we | |||
recognize it as a fair price. | |||
iv. | Shares owned after the transaction | 0 Shares (Percentage of voting rights held: 0 %) | |
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Hoya Corporation published this content on 15 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 May 2023 06:16:54 UTC.