For immediate release
September 23, 2020 | |
Company name: | Makita Corporation |
Representative: | Munetoshi Goto, President, Representative Director |
Stock ticker code: | 6586 |
Announcement of Absorption-Type Merger of Consolidated Subsidiary
(Simplified/Short Form Merger)
Makita Corporation (hereinafter referred to as "Makita") is pleased to announce that at a meeting of the Board of Directors held today it resolved to conduct an absorption-type merger of Amadera Pneumatics Co., Ltd. (hereinafter referred to as "Amadera Pneumatics"), a consolidated subsidiary of Makita.
Because the merger is an absorption-type merger of Makita's wholly-owned subsidiary, disclosure items and details are partially omitted.
I. Purpose of the merger
As a global supplier of a comprehensive range of tools for creating comfortable homes and living environments, including cordless power tools, battery-operated outdoor power equipment and pneumatic tools, Makita has diverse product lines of pneumatic tools (such as air nailers and air compressors). With the goal of further strengthening its business base, Makita turned Amadera Pneumatics, which manufactures and markets air compressors used for nailing at construction sites, etc., into a wholly owned subsidiary on March 29, 2019.
In order to respond to changes in the business environment in a flexible and agile manner and to further streamline group-wide management, Makita has decided to conduct an absorption-type merger of Amadera Pneumatics, effective June 1, 2021.
II. Outline of merger | |
(1) Schedule | |
Board resolution on the merger: | September 23, 2020 |
Execution of agreement: | September 23, 2020 |
Scheduled effective date of merger: | June 1, 2021 |
- Since this merger is a "simplified merger" for Makita under Article 796, paragraph 2 of the Companies Act, and a "short-form merger" for Amadera Pneumatics under Article 784, paragraph 1 of the same Act, neither companies will hold general meeting of shareholders for approval of this merger.
- Method of merger
In this merger, Makita is a surviving company, and Amadera Pneumatics is dissolved and absorbed into the surviving company.
(3) Details of allocations related to the merger
Since Amadera Pneumatics is a wholly-owned subsidiary of Makita, there will be no allocation of shares or other funds with the merger.
- Handling of share options and bonds with share options of the absorbed company Not applicable
English Translation of press release originally issued in Japanese | 1 |
Ⅲ. Overview of the parties to the merger (As of March 31, 2020)
Surviving Company | Extinct Company | ||||
(1) | Company name | Makita Corporation | Amadera Pneumatics Co., Ltd. | ||
(2) | Head office | 3-11-8,Sumiyoshi-cho, Anjo, Aichi, | 2-50-12Nishi-rokugo,Ohta-ward, Tokyo, | ||
Japan | Japan | ||||
(3) | Title and name of | Munetoshi Goto, President and | Tadayoshi Torii, Representative Director | ||
representative | Representative Director | ||||
(4) | Principal | Production and sales of electric power | Production and sales of industrial | ||
business | tools, gardening equipment, pneumatic | compressors | |||
tools and household euipment | |||||
(5) | Capital stock | 24,206 million yen | 32 million yen | ||
(6) | Date of | December 10, 1938 | April 26, 1952 | ||
incorporation | |||||
(7) | Number of | 280,017,520 shares | 64,000 shares | ||
shares issued | |||||
(8) | Fiscal year - end | March 31 | March 31 | ||
(9) | Major | The Master Trust Bank of Japan, Ltd. | |||
shareholders and | (Trust account) | 7.96% | |||
shareholding | Japan Trustee Services Bank, Ltd. (Trust | ||||
ratio*1 | account) | 4.18% | Makita Corporation | 100.00% | |
Maruwa, Ltd. | 3.18% | ||||
MUFG Bank, Ltd. | 3.10% | ||||
Japan Trustee Services Bank, Ltd. (Trust | |||||
account 9) | 2.65% | ||||
(10) | Financial | Fiscal year - end | March 2020 | Fiscal year - end | March 2020*2 |
position and | (consolidated, | (non-consolidated, | |||
operating | IFRS) | Japan GAAP) | |||
performance in | Total equity | 575,748 million yen | Net assets | 805 million yen | |
the previous | Total assets | 674,564 million yen | Total assets | 1,095 million yen | |
business year | Equity attributable | 2,104.01 yen | Net assets per share | 12,582.58 yen | |
to owners of the | |||||
parent per share | |||||
Revenue | 492,617 million yen | Net sales | 846 million yen | ||
Operating profit | 64,046 million yen | Operating income | (24 million yen) | ||
Profit before | 66,008 million yen | Ordinary income | (23 million yen) | ||
income taxes | |||||
Profit attributable to | 47,731 million yen | Net Income | 2 million yen | ||
owners of the parent | |||||
Earnings per share | 175.80 yen | Net Income per share | 25.24 yen | ||
(Basic) |
*1 The shareholding ratio is calculated by subtracting the number of treasury stock as of March 31, 2020 (8,500,530 shares).
*2 Financial results for the fiscal year ended March 2020 are for eight months from August 2019 to March 2020.
English Translation of press release originally issued in Japanese | 2 |
Ⅳ. Status after merger
After the merger, no change will occur to the company name, head office, title and name of the representative, principal business, capital stocks and the account closing date of Makita.
Ⅴ. Future prospect
Since this transaction is a merger of a wholly-owned subsidiary, it will have minor effect on the consolidated results of Makita.
English Translation of press release originally issued in Japanese | 3 |
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Makita Corporation published this content on 23 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 September 2020 07:04:01 UTC