[This is an English translation of the original text written in Japanese]
January 18, 2022
LIXIL Corporation Kinya Seto
Representative Executive Officer, President, and CEO (First Section of TSE/NSE, code 5938)
(Contact): Kayo Hirano
Senior Vice President, Leader, Investor Relations Office
Notice Regarding Absorption-Type Merger (Simplified and Short-Form Merger) with Fully
Owned Subsidiary (LIXIL Okinawa Sales Co., Ltd.)
LIXIL Corporation (hereinafter "LIXIL") hereby announces that it has today resolved to carry out an absorption-type merger (hereinafter the "Merger") between LIXIL and LIXIL Okinawa Sales Co., Ltd. (hereinafter "LIXIL Okinawa Sales"), its consolidated subsidiary, effective April 1, 2022.
Since the company is pursuing an absorption-type merger of a fully owned subsidiary of LIXIL, some details for disclosure have been abbreviated.
1. Aim of the Merger
LIXIL is simplifying its operating structure to drive synergies and improve operational efficiencies through enhanced integration. In line with these measures, LIXIL decided to carry out an absorption-type merger of LIXIL Okinawa Sales, which sells building materials for housing and buildings. Through this Merger, LIXIL will flatten and simplify its operating structure.
2. Outline of the Merger
(1) Key dates
Date of the resolution of the Merger | January 18, 2022 |
Date of signing of the Merger agreement | January 18, 2022 |
Effective date of the Merger | April 1, 2022 (Plan) |
(Note) According to regulations governing short-form mergers in Item 2, Article 796 for LIXIL, and Item 1, Article 784 of Japanese corporate law governing simplified mergers for LIXIL Okinawa Sales, the simplified and short-form merger between LIXIL and LIXIL Okinawa Sales,
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which is a fully owned subsidiary under LIXIL, can be conducted without seeking approval at the Shareholders' Meeting.
(2) Method of the Merger
Using the "merger by absorption" method, LIXIL will become the surviving company and LIXIL Okinawa Sales will be dissolved.
(3) Details of allocations related to the Merger
The Merger will not result in any allocation of shares or other assets.
- Handling of share options and bonds with share options related to the Merger Not applicable.
3. Overview of the Companies to be merged
Surviving Company | Company to be absorbed | ||||
(1) | Trade Name | LIXIL Corporation | LIXIL Okinawa Sales Co., Ltd. | ||
(2) | Registered Office | 2-1-1 Ojima, Koto-ku, Tokyo | 237-5 Ojana, Ginowan-shi, Okinawa | ||
(3) | Representative | Kinya Seto, Representative Executive | Arihiro Ookubo, Representative Director | ||
Officer, President, and CEO | |||||
(4) | Business Operations | Manufacture and sell building materials | Sell building materials for housing and | ||
and housing equipment for housing | buildings. | ||||
and buildings, operate housing-related | |||||
businesses as well as related services. | |||||
(5) | Capital | JPY 68,418 million | JPY 30 million | ||
(6) | Establishment | September 1949 | April 2015 | ||
(7) | Outstanding Shares | Common Stock 313,319,159 | Common Stock 600 | ||
(8) | Accounting period | March 31 | March 31 | ||
(9) | Major Share Holders | The Master Trust Bank | 12.57% | LIXIL Corporation | 100% |
and Holding Ratio (As | of Japan, Ltd. (Trust | ||||
of September 30, | Account) | ||||
2021) | JP MORGAN CHASE | 7.48% | |||
BANK 385632 | |||||
(Standing Proxy: | |||||
Settlement & Clearing | |||||
Services Division, | |||||
Mizuho Bank, Ltd.) | |||||
Custody Bank of Japan, | 3.69% | ||||
Ltd. (Trust Account) | |||||
Others | |||||
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- Financial Performance for the Latest Fiscal Year-end (Fiscal Year Ended March 2021)
IFRS (Consolidated) | JGAAP (Standalone) | |||
Total equity | 554,767 | Net assets | 826 | |
(JPY million) | (JPY million) | |||
Total assets | 1,741,814 | Total assets | 1,752 | |
(JPY million) | (JPY million) | |||
Equity attributable to | 1,902.89 | Net assets per share | 1,377,855.54 | |
owners of the parent | (Japanese yen) | |||
per share (Japanese | ||||
yen) | ||||
Revenue | 1,378,255 | Net sales | 3,919 | |
(JPY million) | (JPY million) | |||
Operating profit | 35,842 | Operating profit | 216 | |
(JPY million) | (JPY million) | |||
- | Ordinary profit | 218 | ||
(JPY million) | ||||
Profit for the year | 33,048 | Net profit | 144 | |
attributable to owners | (JPY million) | |||
of the parent (JPY | ||||
million) | ||||
Basic earnings per | 113.92 | Earnings per share | 241,203.22 | |
share (Japanese yen) | (Japanese yen) | |||
(Note) Shareholding calculations of LIXIL exclude treasury stock of 22,616 thousand shares.
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Overview after the Merger
There will be no change to trade name, headquarters, name and title of representatives, business description, capital, and accounting period related to the Merger. - Future Outlook
As the Merger is between LIXIL and its fully owned subsidiary, the impact on LIXIL's consolidated financial performance will be minor.
End
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LIXIL Group Corporation published this content on 18 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 January 2022 06:54:10 UTC.