Hutech norin Co.,Ltd. (TSE:9056) signed a basic agreement to acquire Meito Transportation Co., Ltd. (TSE:9047) from a group of investors in stock on February 10, 2015. Under the terms of the transaction, MEITO shareholders will receive one share of the Joint Holding Company common stock for each share of MEITO common stock, and Hutech shareholders will receive 1.44 shares of the Joint Holding Company common stock for each share of Hutech common stock. Shareholders of MEITO and Hutech who are to receive fractional shares of the Joint Holding Company common stock through the Share Transfer will be paid an amount equivalent to such fractional shares pursuant to Article 234 of the Companies Act and other related laws and regulations. MEITO and Hutech plans to cancel its treasury stock. Hutech will abolish the stock option compensation system and MEITO has not issued any stock acquisition rights. Neither MEITO nor Hutech has issued any bonds with stock acquisition rights.

The share transfer will be carried out through a joint share transfer, whereby MEITO and Hutech will become wholly owned subsidiaries of a newly established Joint Holding Company and the Joint Holding Company will become their sole parent company. Joint Holding Company will be named as Chilled & Frozen Logistics Holdings Co., Ltd.

The investor group comprises of Meito Sangyo Co. Ltd. (TSE:2207), Kyodo Milk Industry Co.,Ltd., The Master Trust Bank of Japan, Ltd., Investment Arm, Norinchukin Bank, Investment Arm, Nippon Life Insurance Company, Bank of Tokyo-Mitsubishi UFJ, Ltd., Investment Arm, Nichirei Logistics Group Inc., Kyoei Fire & Marine Insurance Co., Ltd., Mitsui Sumitomo Insurance Co., Ltd. and others.

The Board of Meito and Hutech norin approved the basic agreement on February 10, 2015. and the transaction is subject to the approval by shareholders of both the companies. The Board of Directors of Meito Transportation and Hutech norin will approve the management integration agreement and the share transfer plan in a meeting scheduled on April 24, 2015. The shareholders of Meito Transportation and Hutech norin will approve the management integration agreement in a meeting scheduled on April 24, 2015.
The record date for the ordinary general meeting of shareholders is April 24, 2015. The date of delisting of the shares from the Tokyo Stock Exchange is scheduled on September 28, 2015. The date of management integration is scheduled on October 1, 2015. As of April 24, 2015, the share transfer plan is executed and the management integration is resolved by the Board of both companies.

Masahisa Ikeda of Shearman & Sterling LLP acted as the legal advisor for Hutech norin Co.,Ltd. and Meito Transportation Co., Ltd. Daiwa Securities Co., Ltd. acted as the financial advisor for Meito Transportation Co., Ltd. Mizuho Securities Co., Ltd. acted as the financial advisor Hutech norin Co.,Ltd.


Hutech norin Co.,Ltd. (TSE:9056) completed the acquisition of Meito Transportation Co., Ltd. (TSE:9047) from a group of investors on September 28, 2015.