Secom : Notification concerning the Acquisition of Asahi Security Co., Ltd. Shares

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To whom it may concern:

October 30, 2015

Company Name: SECOM CO., LTD. Name of Representative: Hiroshi Ito President and Representative Director Securities Code: 9735 TSE First Section Inquiries: Koji Kato

General Manager Management Control Division TEL: [phone]

Notification concerning the Acquisition of Asahi Security Co., Ltd. Shares

SECOM CO., LTD. ('SECOM') hereby announced that it will acquire all of the issued shares of common stock, 101,764 shares, of Asahi Security Co., Ltd. ('Asahi Security') from Toyota Industries Corporation ('Toyota Industries') and Asahi Security will become a subsidiary of SECOM.

1. Reason for the Acquisition

   
   

   Aiming to establish a 'Social System Industry' that realizes a 'society that provides security and peace of mind for all people whenever and wherever necessary,' and focusing on key themes-'security' (as the core theme), a 'super-aged society' and 'disaster preparedness/business continuity planning (BCP)/environmental preservation' -, SECOM group is working on creating new services by combining its various existing services. Through such efforts, SECOM group is providing a wide range of security services, including on-line security systems. For its armored car services, SECOM has been engaged in business development that emphasizes Automated Teller Machine (ATM) cash collection and deposit services for financial institutions.

   
   

   On the other hand, Asahi Security provides cash collection and delivery services (including the collection, calculation and sorting of sales proceeds and their depositing into banks; and the preparation and delivery of cash for change and other related services). It has a strong presence in the industry in particular for cash collection and delivery services for its clients other than financial institutions (such as retailers and restaurants). SECOM believes that, with its tangible and intangible knowhow and infrastructures (such as its network, which has clients different from SECOM's, and its 24-hour cash collection and delivery centers), Asahi Security will be able to provide a higher degree of 'safety, peace of mind, comfort and convenience' to its clients through collaboration with the business infrastructure of SECOM group.

   
   

   SECOM and Asahi Security will, through promoting collaboration, capitalizing on both strengths and pursuing various synergies, provide higher quality services to their respective clients, and strive to realize a society in which there is 'safety, peace of mind, comfort and convenience,' and to enhance their respective corporate values.

   
   

2. Outline of a Subsidiary to be Acquired

   
   

   a. Name	Asahi Security Co., Ltd.
   b. Address	4-2, Kaigan 2-chome, Minato-ku, Tokyo
   c. Name and Title of Representative	President and Representative Director, Toshimasa Murata
   d. Business Description	Cash collection and delivery and On-line security systems
   e. Capital	516 million yen
   f. Date of Establishment	May 15, 1998 (Founded in December 1971)
   g. Major Shareholders and Shareholding Ratio	Toyota Industries Corporation	100%
   h. Relationship between SECOM and Asahi Security	Capital Relationship	There is no capital relationship to be mentioned between SECOM and Asahi Security. There is also no capital relationship to be specially mentioned between affiliated parties and companies of SECOM and those of Asahi Security.
   	Personnel Relationship	There is no personal relationship to be mentioned between SECOM and Asahi Security. There is also no personal relationship to be specially mentioned between affiliated parties and companies of SECOM and those of Asahi Security.
   	Transactional Relationship	SECOM provides security services to Asahi Security. There is also no transactional relationship to be specially mentioned between affiliated parties and companies of SECOM and those of Asahi Security.

   
   

   i. Business Performance and Financial Conditions for the Last Three Years (Non-consolidated) (in millions of yen)
   Fiscal Years Ended	March 31, 2013	March 31, 2014	March 31, 2015
   Net Assets	12,475	12,675	14,158
   Total Assets	84,499	86,591	95,572
   Net Assets Per Share of Common Stock (yen)	122,588.31	124,554.49	139,130.72
   Revenue	33,618	34,938	36,389
   Operating Profit	3,059	2,105	2,612
   Ordinary Profit	2,525	1,752	2,251
   Net Income	1,510	949	1,435
   Net Income Per Share of Common Stock (yen)	14,843.39	9,329.03	14,110.11
   Cash Dividends Per Share of Common Stock (yen)	7,400.00	4,670.00	7,060.00

   
   

3. Outline of the Transferor for the Share Purchase

   
   

   a. Name	Toyota Industries Corporation
   b. Address	2-1, Toyoda-cho, Kariya-shi, Aichi
   c. Name and Title of Representative	President and Representative Director, Akira Onishi
   d. Business Description	Manufacture and sales of textile machinery, automobiles, materials handling equipment, etc. as well as logistics business, etc.
   e. Capital	80,462 million yen
   f. Date of Establishment	November 18, 1926
   g. Major Shareholders and Shareholding Ratio	Toyota Motor Corporation	23.5 %
   	Denso Corporation	9.1 %
   h. Relationship between SECOM and Toyota Industries	Capital Relationship	There is no capital relationship to be mentioned between SECOM and Toyota Industries. There is also no capital relationship to be specially mentioned between affiliated parties and companies of SECOM and those of Toyota Industries.

   
   

   Personnel Relationship	There is no personal relationship to be mentioned between SECOM and Toyota Industries. There is also no personal relationship to be specially mentioned between affiliated parties and companies of SECOM and those of Toyota Industries.
   Transactional Relationship	SECOM provides security services to Toyota Industries. There is also no transactional relationship to be specially mentioned between affiliated parties and companies of SECOM and those of Toyota Industries.
   Related Party Relationship	Toyota Industries is not a related party of SECOM.
   i. Business Performance and Financial Conditions for the Last Three Years (in millions of yen)
   Fiscal Years Ended	March 31, 2013	March 31, 2014	March 31, 2015
   Consolidated Net Assets	1,524,933	1,829,326	2,425,929
   Consolidated Total Assets	3,243,779	3,799,010	4,650,896
   Consolidated Net Assets Per Share of Common Stock (yen)	4,719.66	5,640.08	7,500.16
   Consolidated Revenue	1,615,244	2,007,856	2,166,661
   Consolidated Operating Profit	77,098	107,691	117,574
   Consolidated Ordinary Profit	86,836	138,133	170,827
   Net Income Attributable to Owners of the Parent	53,119	91,705	115,263
   Consolidated Net Income Per Share of Common Stock (yen)	170.36	292.76	367.06
   Cash Dividends Per Share of Common Stock (yen)	55.00	85.00	110.00

   
   

4. The Number of Shares to be Acquired, Purchase Price and Conditions of Shares Held before and after the Acquisition

(1)	The number of shares held before the acquisition	0	(The number of voting rights: 0) (Shareholding ratio: 0%)
(2)	The number of shares to be acquired	101,764	(The number of voting rights: 101,764) (Purchase price: 81,000 million yen)
(3)	The number of shares to be held after the acquisition	101,764	(The number of voting rights: 101,764) (Shareholding ratio: 100%)