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MITSUI MATSUSHIMA HOLDINGS CO., LTD.

(1518)
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Mitsui Matsushima : Notice of Stock Acquisition (Subsidiary Acquisition) of Sansei Denshi Co., Ltd.

03/18/2020 | 04:25am EDT

March 6, 2020

Dear Sirs

Company Name: Mitsui Matsushima Holdings Co., Ltd. Representative: Tsuneo Amano, Representative Director and President (Stock Code 1518, First Section of the Tokyo Stock Exchange and Fukuoka Stock Exchange) Contact: Taishi Yoshioka, Managing Executive Officer TEL.: +81-92-771-2468

Notice of Stock Acquisition (Subsidiary Acquisition) of Sansei Denshi Co., Ltd.

On March 6, 2020, a resolution acquiring 100% of the shares of Sansei Denshi Co., Ltd. (Sansei Denshi) was passed by the board of directors of Mitsui Matsushima Holdings Co., Ltd. (the Company), making the company a wholly owned subsidiary. The details are as follows.

Description

1. Reason for Stock Acquisition

The Mitsui Matsushima Group bears policies that it will aggressively invest in the non-coal production business in line with the medium-term management plan (covering 5 years) that was formulated in November 2018. Additionally, this stock acquisition is implemented according to its policies.

Sansei Denshi manufactures and sells production facilities and/or measurement devices for crystal devices that need to be embedded in various electronic communication devices, including vehicle-mounted devices, smartphones, and home appliances, for them to control an electronic circuit. Sansei Denshi is the only device manufacturer that can produce and construct in-line systems which broadly cover steps from the assembly to the inspection of the production processes of crystal devices in Japan. Sansei Denshi also has more than 50 years of experience in providing products and showing advanced technical capabilities cultivated along with the development of crystal devices. In addition, it has established its direct sales network by building strong and trustworthy relationships with clients and customers both at home and abroad.

Technological innovation, including miniaturization, has occurred at certain intervals in the crystal device market. Consequently, crystal device manufacturers have invested in facilities and/or equipment based on each innovation. Thus, as the company's devices with cutting-edge technical capabilities can always be applied to the smallest crystal devices, the demand for its products is expected to steadily increase over the medium and long term owing to a wider use of its products in promising areas, which include electrical components that are used for automobiles and communications infrastructures that are compliant with 5G technology.

3

2. Management System After Stock Acquisition

Several persons from the Mitsui Matsushima Group will assume the post of director(s) and auditor(s). However, Mr. Tadashi Uchino will still continue to act as the representative director and president, and the current executive officers will then be appointed as directors. Furthermore, the Company respects the present conditions, including the employment conditions of employees and the relationships with business partners, and it also intends to maintain such conditions even after the stock acquisition.

4

2. Outline of New Subsidiary

(1)

Name

Sansei Denshi Co., Ltd.

(2)

Location

11-8, Iwado Kita 1-chome,Komae-shi, Tokyo, Japan

(3)

Representative name

and

Tadashi Uchino, representative director and president

title

(4)

Business operations

Production and sales of measurement devices/production facilities for crystal

devices and related hardware and software products

(5)

Capital

50 million yen

(6)

Date of establishment

October 7, 1963

(7)

Major shareholders

and

This will not be described because the seller is a private person.

stock ownership ratio

(8)

Relationship between

the

Capital relationships

Not applicable

listed company and new

Personal relationships

Not applicable

subsidiary

Transactional relationships

Not applicable

(9)

Operating performance and financial status of the new subsidiary for the past 3 years

Financial accounting period

FY2016

FY2017

FY2018

Net assets

3,344 million yen

3,927 million yen

3,932 million yen

Total assets

5,898 million yen

6,448 million yen

4,934 million yen

Net assets per share

236,213.21 yen

277,443.34 yen

277,803.72 yen

Net sales

3,873 million yen

6,337 million yen

2,793 million yen

Operating profit

582 million yen

668 million yen

71 million yen

Ordinary profit

561 million yen

709 million yen

155 million yen

Net profit

560 million yen

592 million yen

26 million yen

Net profit per share

38,751.86 yen

41,852.84 yen

1,847.66 yen

Dividend per share

700 yen

1,410 yen

1,410 yen

3. Outline of Seller

(1)

Name

This will not be described because the seller is a private person.

(2)

Address

This will not be described because the seller is a private person.

Relationship

between

Capital relationships

Not applicable

Personal relationships

Not applicable

(3)

the listed company and

Transactional

Not applicable

the said individual

relationships

4. Number of acquired shares, acquisition price, and status of retained stock before and after acquisition

(1) Retained

shares prior to

0 shares

(No. of voting rights: 0)

acquisition

(Percentage of voting rights: 0%)

(2) Number of acquired shares

9,135 shares

(No. of voting rights: 9,135)

(3) Acquisition price

It will not be disclosed due to confidentiality obligations between the parties.

(4) Retained

shares

after

9,135 shares

(No. of voting rights:9,135)

acquisition

(Percentage of voting rights: 100%)

5. Schedule

(1) Date of resolution of board

March 6, 2020

of directors

(2) Contract date

March 6, 2020

(3) Planned stock transfer date

April 1, 2020

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  1. Acquisition funds
    Cash in bank and cash on hand as well as bank borrowing will be used.
  2. Future projections
    The consolidated financial results for the fiscal year ending in March 2020 will not be changed by the stock acquisition. Moreover, the consolidated financial forecast for the fiscal year ending in March 2021 will be released in the summary of consolidated financial results for the fiscal year ending in March 2020 (to be released on May 13, 2020).

4

Disclaimer

Mitsui Matsushima Co. Ltd. published this content on 18 March 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 March 2020 09:21:10 UTC


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Financials
Sales 2021 57 378 M 504 M 504 M
Net income 2021 -3 035 M -26,6 M -26,6 M
Net cash 2021 255 M 2,24 M 2,24 M
P/E ratio 2021 -4,26x
Yield 2021 5,03%
Capitalization 19 237 M 169 M 169 M
EV / Sales 2020 0,18x
EV / Sales 2021 0,22x
Nbr of Employees 1 512
Free-Float 91,9%
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Managers and Directors
Taishi Yoshioka President & Representative Director
Shinichiro Kushima Chairman
Takashige Araki Independent Outside Director
Tetsuya Notabe Independent Outside Director
Hironori Higaki Independent Outside Director