January 19, 2021
Press Release
Company Name: Idemitsu Kosan Co.,Ltd.
President and Representative Director: Shunichi Kito
(Company Code: 5019, TSE, First Sect.)
Contact person: Munehiro Sekine, General Manager, Investor Relations Office,
Finance Department (TEL: +81-3-3213-9307)
Announcement on Corporate Split (Simplified Absorptive Corporate Split) with
Showa Shell Business & IT Solutions Ltd.
Idemitsu Kosan Co., Ltd. ("Idemitsu or the "Company") hereby announces that its board approved and entered into an agreement wherein, effective July 1, 2021, the Company's would succeed all rights and obligations relating to employment agreements between its wholly-owned subsidiary Showa Shell Business & IT Solutions Ltd. ("SBIS") and SBIS's employees in an absorptive corporate split (the "Absorptive Corporate Split"; the agreement hereinafter referred to as the "Agreement"), as follows.
Note that some disclosures items and content are omitted as the Absorptive Corporate Split is a simplified absorptive corporate split between the Company and its wholly-owned subsidiary.
1. Objectives of the Absorptive Corporate Split
As a result of the Absorptive Corporate Split, all assets, liabilities, and rights and obligations relating to
employment agreements between SBIS, which provides IT consulting and system development and operation services to the Idemitsu group, and SBIS's employees and integrates them into Idemitsu's information systems division in order to accelerate workstyle reforms and digital transformation.
2. Overview of the Absorptive Corporate Split | |
(1) Absorptive Corporate Split Schedule | |
Idemitsu Board Meeting for the Approval of the Agreement | January 19, 2021 (today) |
Signing of the Agreement | January 19, 2021 (today) |
Effective Date of the Absorptive Corporate Split | July 1, 2021 (expected date) |
(Note) The Absorptive Corporate Split is planned to be executed without a shareholder resolution for the Agreement as it is a simplified corporate split pursuant to Article 796 Paragraph 2 of the Companies Act.
(2) Absorptive Corporate Split Method
The transaction is a simplified absorptive corporate split with Idemitsu as the successor entity and SBIS as the absorbed entity.
(3) Details on Allocations relating to the Absorptive Corporate Split
No consideration will be allocated as a result of the Absorptive Corporate Split.
- Treatment of New Share Warrants and Convertible Bonds following the Absorptive Corporate Split Not applicable.
- Change in Paid-in Capital as a Result of the Absorptive Corporate Split
Paid-in capital will not be affected by the Absorptive Corporate Split.
(6) Rights and Obligations to be Succeeded by the Successor Entity
Assets, liabilities, and rights and obligations relating to employment agreements between SBIS and its employees will be succeeded by Idemitsu as set forth in the Agreement.
(7) Future Performance of Liabilities
Idemitsu believes that there are no concerns relating to the future performance of its liabilities after the effective date of the Absorptive Corporate Split.
3. Overview of Parties to the Absorptive Corporate Split
Successor Entity | Absorbed Entity | ||||||||
① | Name | Idemitsu Kosan Co., Ltd. | Showa Shell Business & IT Solutions | ||||||
Ltd. | |||||||||
② | Location | 1-2-1 Otemachi, Chiyoda-ku, Tokyo | 1-7-8 Minamioi, Shinagawa-ku, Tokyo | ||||||
③ | Representative | President | & Representative | Director | President & CEO Tomohiro Kubo | ||||
Shunichi Kito | |||||||||
Refinery | of | petroleum | and | Provides IT consulting, | system | ||||
manufacturing and sales of fats | development/operation/maintenance, | ||||||||
Manufacturing | and | sales | of | and data supply/management services, | |||||
petrochemical products | etc. to the Idemitsu group | ||||||||
④ | Business Description | Development, manufacturing and sales | |||||||
of electronic materials and agricultural | |||||||||
chemicals | |||||||||
Electricity supply business | |||||||||
Development, production, sales, etc. of | |||||||||
petroleum and coal resources | |||||||||
⑤ | Paid-in Capital | 168,351 million yen | 100 million yen | ||||||
⑥ | Established | March 30, 1940 | November 28, 1988 | ||||||
⑦ | Total Shares | 297,864,718 shares | 8,000 shares | ||||||
Outstanding | (as of September 30, 2020) | (as of September 30, 2020) | |||||||
⑧ | Fiscal Year End | March 31 | March 31 | ||||||
Major Shareholders | Nissho Kosan K.K. | 9.11% | Idemitsu Kosan Co., Ltd. | 100% | |||||
The Master Trust Bank of Japan, Ltd. | (as of September 30, 2020) | ||||||||
⑨ | and Shareholding | ||||||||
(Trust account) | 7.98% | ||||||||
Ratio | |||||||||
Aramco Overseas Company B.V. | |||||||||
(Standing proxy: Anderson Mōri & | |||||
Tomotsune) | 7.76% | ||||
Idemitsu Culture and Welfare | |||||
Foundation | 4.16% | ||||
Custody Bank of Japan, Ltd. (Trust | |||||
account) | 4.08% | ||||
(as of September 30, 2020) | |||||
⑩ Financial Position and Operating Performance in the Most Recent Fiscal Year (FY 3/2020) | |||||
Idemitsu Kosan Co., Ltd. | Showa Shell Business & IT Solutions | ||||
Ltd. | |||||
Net Assets | 1,200,564 | million | yen | 922 million yen | |
Total Assets | 3,886,938 | million | yen | 1,953 million yen | |
Net Assets per Share | 3,868.68 yen | 115,341.19 yen | |||
Net Sales | 6,045,850 million yen | 3,542 million yen | |||
Operating Income (Loss) | (3,860 million yen) | 71 million yen | |||
Ordinary Income (Loss) | (13,975 million yen) | 73 million yen | |||
Net Income (Loss) | |||||
Attributable to Owners of | (22,935 million yen) | 40 million yen | |||
the Parent | |||||
Net Income (Loss) per | (76.31 | yen) | 5,097.33 yen | ||
Share | |||||
- Overview of Business to Be Succeeded
Not applicable, as the Absorptive Corporate Split does not involve business succession. - Status after the Absorptive Corporate Split
There will be no change in the Company's name, location, representative, business description, paid-in capital,
or fiscal year as a result of the Absorptive Corporate Split.
6. Future Outlook
The impact of the Absorptive Corporate Split on consolidated performance is negligible.
Reference: Current Fiscal Year Forecasts (announced on November 10, 2020) and Previous Fiscal Year Results (Consolidated)
Net Income (Loss) | ||||||||||||
Net Sales | Operating Income | Ordinary Income | Attributable to | |||||||||
(Loss) | (Loss) | Owners of the | ||||||||||
Parent | ||||||||||||
Current Fiscal Year | 4,300,000 million | (2,000 million yen) | (20,000 million yen) | |||||||||
Forecasts | yen | 35,000 million yen | ||||||||||
(FY 3/2021) | ||||
Previous Fiscal Year | 6,045,850 million | |||
Results | (3,860 million yen) | (13,975 million yen) | (22,935 million yen) | |
yen | ||||
(FY 3/2020) | ||||
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Idemitsu Kosan Co. Ltd. published this content on 19 January 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 January 2021 00:09:08 UTC