[TRANSLATION]
To whom it may concern:
September 1, 2017
Company Name: SECOM CO., LTD. Name of Representative: Yasuo Nakayama President and Representative Director Securities Code: 9735 TSE First Section Inquiries: Koji Kato
Senior General Manager Management Control Division TEL: +81-3-5775-8225
Notification concerning the Acquisition of TMJ, Inc. SharesSECOM CO., LTD. ("SECOM") hereby announces that it will acquire all of the issued shares of common stock (6,000 shares) of TMJ, Inc. ("TMJ") from Benesse Holdings, Inc. ("Benesse") and Marubeni Corporation ("Marubeni").
Reason for the Acquisition
Having formulated the SECOM Group's Vision for 2030, SECOM is collaborating with partners who share its philosophy to create the ANSHIN Platform, a service infrastructure designed to provide peace of mind to people in their everyday lives, as well as to society as a whole. Guided by this vision, SECOM has set policies for expanding secure business support services, among others, as one of several measures aimed at enabling it to provide seamless peace of mind.
TMJ was established as an in-house call center for the Benesse Group. Today, the company capitalizes on experience accumulated in this role to provide high-quality outsourcing services not only to Benesse Group companies but also to leading companies in a wide range of industries, including major financial institutions.
SECOM believes that access to the extensive know-how and wealth of experience of TMJ will enhance its ability to respond to expanding market needs through the development and provision of efficient, value-added services.
Looking ahead, SECOM and TMJ will endeavor to leverage their respective strengths and generate synergies with the goal of offering ever-better services to the customers of both companies. Together with the newest SECOM Group member, SECOM will also continue working to strengthen its relationship with society and to help address diverse social imperatives through the creation of the ANSHIN Platform. In so doing, SECOM will seek to grow together with society and to achieve sustainable growth in corporate value.
TMJ and Benesse have signed a business alliance agreement with the purpose of maintaining their current business relationship.
Outline of a Subsidiary to be Acquired
a. Name
TMJ, Inc.
b. Address
20-1, Nishi-Shinjuku 7-chome, Shinjuku-ku, Tokyo
c. Name and Title of Representative
President and Representative Director, Hideki Maruyama
d. Business Description
(i) Operation/temporary employee placement, design and analysis of contact centers, (ii) outsourcing services of contact center-related businesses and (iii) outsourcing services of back office
e. Capital
300 million yen
f. Date of Establishment
April 1, 1992
g. Major Shareholders and Shareholding Ratio
Benesse Holdings, Inc.
60%
Marubeni Corporation
40%
h. Relationship between SECOM and TMJ
Capital Relationship
There is no capital relationship to be mentioned between SECOM and TMJ. There is also no capital relationship to be specially mentioned between affiliated parties and companies of SECOM and those of TMJ.
Personnel Relationship
There is no personal relationship to be mentioned between SECOM and TMJ. There is also no personal relationship to be specially mentioned between affiliated parties and companies of SECOM and those of TMJ.
Transactional Relationship
There is no transactional relationship to be mentioned between SECOM and TMJ. There is also no transactional relationship to be specially mentioned between affiliated parties and companies of SECOM and those of TMJ.
i. Business Performance and Financial Conditions for the Last Three Years (Non-consolidated)
(In millions of yen)
Fiscal Years Ended
March 31, 2015
March 31, 2016
March 31, 2017
Net Assets
6,028
6,765
7,422
Total Assets
11,831
11,953
12,373
Net Assets Per Share of Common Stock (yen)
1,004,757.84
1,127,515.38
1,237,026.23
Revenue
30,620
32,979
33,125
Operating Profit
1,057
1,493
1,474
Ordinary Profit
1,069
1,556
1,504
Net Income
646
995
992
Net Income Per Share of Common Stocks (yen)
107,789.10
165,874.79
165,372.23
Cash Dividends Per Share of Common Stock (yen)
43,116
66,350
69,912
Outline of the Transferor for the Share Purchase
a. Name | Benesse Holdings, Inc. | |
b. Address | 7-17 Minamigata 3-chome, Kita-ku, Okayama-shi, Okayama | |
c. Name and Title of Representative | President and Representative Director, Tamotsu Adachi | |
d. Business Description | Education, personal care and child care businesses within and outside Japan | |
e. Capital | 13,600 million yen | |
f. Date of Establishment | January 28, 1955 | |
g. Major Shareholders and Shareholding Ratio | The Master Trust Bank of Japan, Ltd. | 10.6% |
Japan Trustee Services Bank, Ltd. | 9.4% | |
h. Relationship between SECOM and Benesse | Capital Relationship | There is no capital relationship to be mentioned between SECOM and Benesse. There is also no capital relationship to be specially mentioned between affiliated parties and companies of SECOM and those of Benesse. |
Personnel Relationship | There is no personal relationship to be mentioned between SECOM and Benesse. There is also no personal relationship to be specially mentioned between affiliated parties and companies of SECOM and those of Benesse. |
Transactional Relationship | SECOM provides security services to Benesse. There is also no transactional relationship to be specially mentioned between affiliated parties and companies of SECOM and those of Benesse. | ||
Related Party Relationship | Benesse is not a related party of SECOM. | ||
i Business Performance and Financial Conditions for the Last Three Years (Consolidated) (In millions of yen) | |||
Fiscal Years Ended | March 31, 2015 | March 31, 2016 | March 31, 2017 |
Consolidated Net Assets | 197,892 | 179,266 | 175,166 |
Consolidated Total Assets | 490,954 | 474,926 | 481,904 |
Consolidated Net Assets Per Share of Common Stock (yen) | 2,000.43 | 1,796.57 | 1,749.37 |
Consolidated Revenue | 463,264 | 444,190 | 430,064 |
Consolidated Operating Profit | 29,227 | 10,862 | 7,685 |
Consolidated Ordinary Profit | 26,838 | 8,732 | 5,545 |
Net Income Attributable to Owners of the Parent | (10,705) | (8,211) | 3,557 |
Consolidated Net Income Per Share of Common Stocks (yen) | (111.30) | (85.37) | 36.98 |
Cash Dividends Per Share of Common Stock (yen) | 95.00 | 95.00 | 95.00 |
a. Name | Marubeni Corporation | |
b. Address | 7-1, Nihonbashi 2-chome, Chuo-ku, Tokyo | |
c. Name and Title of Representative | President and Representative Director, Fumiya Kokubu | |
d. Business Description | Importing, exporting and sales of goods made domestically and internationally | |
e. Capital | 262,686 million yen | |
f. Date of Establishment | December 1, 1949 | |
g. Major Shareholders and Shareholding Ratio | The Master Trust Bank of Japan, Ltd. (Trust Account) | 4.9% |
Japan Trustee Services Bank, Ltd. (Trust Account) | 4.6% | |
h. Relationship between SECOM and Marubeni | Capital Relationship | There is no capital relationship to be mentioned between SECOM and Marubeni. There is also no capital relationship to be specially mentioned between affiliated parties and companies of SECOM and those of Marubeni. |
Secom Co. Ltd. published this content on 01 September 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 11 September 2017 09:33:08 UTC.
Original documenthttps://www.secom.co.jp/english/ir/lib/notice20170901.pdf
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