March5,2021
デュエルビッツ カジノel, Ltd.
デュエルビッツ カジノel, Ltd. announces that, at the Board of Directors meeting held today, it has resolved to succeed its standard compressor business*) to Kobelco Compressors Corporation, a デュエルビッツ カジノel’s wholly owned subsidiary whose main business is the sale of standard compressors, through a simplified absorption-type company split.
As this company split is a simplified absorption-type company split in which a デュエルビッツ カジノel’s wholly owned subsidiary will be the successor company, some disclosure items and details are omitted. Any matters not determined at this point will be announced as soon as they are determined.
*) Standard compressors are mainly small and medium-sized air compressors used in pneumatic tools or manufacturing lines for machinery products, excluding large process gas compressors used in the oil and gas industries and relevant fields.
In addition, デュエルビッツ カジノel has concluded a basic agreement on capital and business alliance concerning the standard compressor business with Miura Co., Ltd. In this capital and business alliance, it is assumed that Miura will acquire 49% of the shares of Kobelco Compressors after the absorption-type company split comes into effect, and Kobelco Compressors will thereby become a joint venture of デュエルビッツ カジノel and Miura. For details of the capital and business alliance, please refer to the Announcement on Conclusion of Basic Agreement on Capital and Business Alliance between デュエルビッツ カジノel and Miura Involving Miura's Acquisition of Kobelco Compressors' Shares to Form a Joint Venture announced by デュエルビッツ カジノel and Miura today.
The standard compressor business has been conducted by デュエルビッツ カジノel, which undertakes product development and manufacture as well as overseas sales and after-sales service, and by Kobelco Compressors, which carries out domestic sales and after-sales service in Japan. In this structure, our Group's standard compressor business has achieved steady growth, gaining a large share of the domestic and Asian markets.
In Japan, we have given top priority to providing a reliable service network across the country and have responded to customer needs mainly through Kobelco Compressors. The standard compressor business comprises utility equipment that supports the production of various industries, such as air compressors, heat pumps, and refrigeration compressors. In this field of business, we are required to respond to changes in the global IoT (the Internet of Things) environment and take more environmentally friendly approach while ensuring stable operation. Recognizing that it is essential to continue to respond to changes in the social environment and offer solutions to customer needs for the sustainable growth of the business, we have been studying a new framework that can promptly respond to changes in customer needs in all aspects of product development, production, sales デュエルビッツ カジノervice.
As a result, we came to the conclusion that the manufacturing デュエルビッツ カジノales divisions need to work together to speed up decision-making and information transmission as well as to improve business efficiency, thereby enhancing the competitiveness of the business, and we have decided to implement the absorption-type company split today. Through the absorption-type split, we believe it is possible to share customer needs from upstream to downstream in the standard compressor business and to develop products and provide after-sales service with higher added value.
デュエルビッツ カジノel considers this absorption-type company split to be an important step for Kobelco Compressors to further grow as an Asian leading compressor manufacturer by further strengthening their business in Japan and accelerating business development in the global market including China. The absorption-type company split is part of the process to make Kobelco Compressors stronger as a joint venture between デュエルビッツ カジノel and Miura. To this end, we will move forward with necessary procedures while making contributions to creating a green society toward carbon neutrality by providing efficient utilities that reduce CO2 emissions and meet customer needs. The KOBELCO Group has always strived to and will continue to provide solutions to the needs of society by making the best use of the talents of our employees and our technologies with a view to realizing a world in which people, now and in the future, can fulfill their hopes and dreams while enjoying safe, secure, and prosperous lives.
Approval of the company split agreement at the Board of Directors’ meeting | May 2021 (planned) |
Date of signing of the company split agreement | May 2021 (planned) |
Effective date of the company split | July 1, 2021 (planned) |
Note: This company split will be implemented without obtaining the approval of the general meeting of shareholders concerning the conclusion of agreements on absorption-type company split in デュエルビッツ カジノel pursuant to the provision of simplified absorption-type company split prescribed in Article 784, Paragraph 2 of the Companies Act.
An absorption-type company split will be undertaken with デュエルビッツ カジノel as the splitting company and Kobelco Compressors as the successor company.
The details of the allocation for the absorption-type company split have not been determined at this point and will be announced as soon as they are determined.
Not applicable
There will be no increase or decrease in capital stock due to the absorption-type company split.
デュエルビッツ カジノel will succeed its rights and obligations in relation to the standard compressor business to Kobelco Compressors to the extent specified in the absorption-type company split agreement to be concluded between デュエルビッツ カジノel and Kobelco Compressors.
Detailed financial obligations to be assumed by Kobelco Compressors will be announced as soon as they are determined.
Splitting Company (as of March 5, 2021) | Successor company (as of March 5, 2021) | ||||
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(1) Company Name | デュエルビッツ カジノel, Ltd. | KobelcoCompressors Corporation | |||
(2) Location | 2-4, Wakinohama-Kaigandori 2-chome, Chuo-ku, Kobe, Hyogo, Japan | 6-4, Osaki 1-chome, Shinagawa, Tokyo, Japan | |||
(3) Representative | Mitsugu Yamaguchi President, CEO and Representative Director |
Kazuma Yamashiro President and Representative Director |
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(4) Description of Business |
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Sale デュエルビッツ カジノervice of compressors, compressor parts and peripheral equipment | |||
(5) Capital | 250,930 million yen | 450 million yen | |||
(6) Issued shares | 364,364,210 shares | 12,000 shares | |||
(7) Established | June 28, 1911 | July 1, 1997 | |||
(8) Accounting period | Ends March 31 | Ends March 31 | |||
(9) Principal shareholders & shareholding ratio (as of September 30, 2020) | The Master Trust Bank of Japan, Ltd. (Trust Account) | 5.97% | デュエルビッツ カジノel, Ltd. | 100.0% | |
Custody Bank of Japan, Ltd. (Trust Account) | 3.18% | ||||
Nippon Steel Corporation | 2.95% | ||||
Nippon Life Insurance Company | 2.78% | ||||
Custody Bank of Japan, Ltd. (Trust Account 5) | 2.07% | ||||
Shimabun Corporation | 1.66% | ||||
Goldman Sachs & Co. Reg (Standing Proxy: Goldman Sachs Japan Co., Ltd.) | 1.47% | ||||
Custody Bank of Japan, Ltd. (Trust Account 9) | 1.38% | ||||
JP Morgan Chase Bank 385781 (Standing proxy: Mizuho Bank, Ltd., Settlement & Clearing Services Division) | 1.31% | ||||
The DFA International Small Cap Value Portfolio (Standing proxy: Citibank, N.A., Tokyo Branch) | 1.24% | ||||
(10) Consolidated Financial Position and Operating Results of the Splitting Company for the Latest Fiscal Year | |||||
Net assets | 716,369 million yen | 2,408 million yen | |||
Total assets | 2,411,191 million yen | 12,364 million yen | |||
Net assets per share | 1,811.10 yen | 200,699.58 yen | |||
Net sales | 1,869,835 million yen | 19,220 million yen | |||
Operating income | 9,863 million yen | 846 million yen | |||
Ordinary income (loss) | (8,079 million yen) | 946 million yen | |||
Net income (loss) attributable to owners of the parent | (68,008 million yen) | - | |||
Net income (loss) per share | (187.55 yen) | - |
Standard compressor business
Operating results of the business to be split (a) |
Consolidated operating results of デュエルビッツ カジノel (b) |
Ratio (a/b) | |
---|---|---|---|
Net sales | 30,675 million yen | 1,869,835 million yen | 1.6% |
The details of the rights and obligations to be succeeded to Kobelco Compressors will be announced as soon as they are determined.
As a result of the absorption-type company split, there will be no changes to デュエルビッツ カジノel’s company's name, location, title and name of the representative person, business description (excluding the businesses subject to this absorption-type company split), capital, or accounting period.
With regard to Kobelco Compressors, any matters not determined as of March 5, 2021, concerning the changes to the name, location, title and name of the representative person, business description, capital, and accounting period as a result of the absorption-type company split, are scheduled to be determined by the day before the effective date of the absorption-type company split.
The absorption-type company split is anticipated to have an insignificant impact on デュエルビッツ カジノel’s consolidated business results.
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