June17,2021
デュエルビッツ 入金ボーナスel, Ltd.
デュエルビッツ 入金ボーナスel, Ltd. announces that デュエルビッツ 入金ボーナスel and Miura Co., Ltd., pursuant to the resolution of their respective Board of Directors meeting held today, have concluded an investment agreement concerning Miura’s investment in デュエルビッツ 入金ボーナスel’s wholly owned subsidiary Kobelco Compressors Corporation and デュエルビッツ 入金ボーナスel’s investment in Miura, as well as a shareholders agreement concerning Kobelco Compressors (hereinafter, the two agreements are collectively called “the final agreements”).
As announced in the “Announcement on Conclusion of Basic Agreement on Capital and Business Alliance between デュエルビッツ 入金ボーナスel and Miura Involving Miura's Acquisition of Kobelco Compressors' Shares to Form a Joint Venture” as of March 5, 2021, デュエルビッツ 入金ボーナスel and Miura have been proceeding with detailed discussions for the capital and business alliance concerning the standard compressor*) business involving Miura’s acquisition of Kobelco Compressor’s shares. As a result of discussions, the two companies have reached an agreement to implement the capital and business alliance today.
*) Standard compressors are mostly 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.
The standard compressor business of デュエルビッツ 入金ボーナスel and its wholly owned subsidiary Kobelco Compressors Corporation has a high market share in Japan and the Asian region and has provided a stable supply of high-quality compressors to various industries.
Miura has a high reputation in Japan as a forerunner of energy-saving and eco-friendly boilers. Miura holds a high share in the industrial once-through boiler market.
Since 2008, デュエルビッツ 入金ボーナスel and Miura have jointly developed steam-driven compressors that use steam as a power source to produce compressed air, and since then the companies have developed steam generators and waste heat recovery compressors. By utilizing the exhaust heat from air compressors in boilers, the companies have significantly reduced the energy consumption required for boiler operation.
The collaboration of デュエルビッツ 入金ボーナスel and Miura will enable further energy saving and reductions of CO2 emissions through supplying utility equipment that combines technologies developed in the fields of steam and air. For example, the running costs can be reduced by 36% and CO2 emissions by 36% in main products. The companies will also work toward the realization of one-stop services utilizing their sales and after-sales service networks.
To date, デュエルビッツ 入金ボーナスel and Miura have been collaborating in business without a capital relationship, but the companies came to the recognition that strengthening the partnership would leverage the synergies as described above and enhance the competitiveness of both companies, which commonly handle the utilities of air and steam, as they make more effective use of each other's resources through the alliance described in Section 2 (Outline of the Capital and Business Alliance) below. Based on this perspective, デュエルビッツ 入金ボーナスel and Miura agreed to proceed with specific discussions toward the capital and business alliance and have now reached an agreement to implement the capital and business alliance. The two companies have respectively decided to conclude the final agreements today.
デュエルビッツ 入金ボーナスel and Miura believe that the realization of the capital and business alliance will be the beginning for Kobelco Compressors to further grow as the leading standard compressor manufacturer in Asia.
The デュエルビッツ 入金ボーナスel Group, also known as the KOBELCO Group, taking advantage of its diverse businesses, aims to provide efficient utilities that reduce CO2 emissions and meet customer needs in Japan and overseas, mainly for the markets in China and Southeast Asia. It is the mission of the Group to contribute to creating a green society through these technologies toward achieving carbon neutrality by 2050 as declared by the Japanese government. 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.
The Mura Group has been developing businesses in the fields of heat, water treatment and environmental science with steam boilers as the core products, and has been providing solutions and products to improve the efficiency of energy systems of the entire plant through the effective use of heat and water, including the effective use of unused heat. In the future, the Miura Group will continue to create innovative products and systems that will reduce environmental impact in response to global issues related to reduction of greenhouse gas emissions, energy conservation, and other areas. As envisioned in its corporate philosophy, the Miura Group will continue to contribute to creating a society that is environmentally friendly and lifestyles that are clean and comfortable through business in the fields of energy, water, and the environment, with the aim of becoming the best partner not only for customers in Japan but also for customers around the world.
Currently, デュエルビッツ 入金ボーナスel undertakes the development, manufacturing, and overseas sales/after-sales service of standard compressors, while Kobelco Compressors undertakes the sale and after-sales service of standard compressors in Japan. デュエルビッツ 入金ボーナスel has decided to integrate the standard compressor business into Kobelco Compressors by transferring the development, manufacturing, and overseas sales/after-sales service of standard compressors to Kobelco Compressors through an absorption-type company split and other measures. For details of the company split, please refer to the “Announcement on Company Split (Simplified Absorption-Type Split) and Succession of Standard Compressor Business to Wholly Owned Subsidiary”, announced by デュエルビッツ 入金ボーナスel on May 17, 2021.
In this framework, Miura will acquire 49% of the shares of Kobelco Compressors by undertaking a third-party allotment of Kobelco Compressors’ shares, and Kobelco Compressors will thereby become a joint venture of デュエルビッツ 入金ボーナスel and Miura.
Miura's investment in Kobelco Compressors amounts to approximately 13.7 billion yen, of which approximately 1.7 billion yen will be appropriated from the money to be provided for Miura from デュエルビッツ 入金ボーナスel, which undertakes treasury stock disposal implemented by Miura, by means of a third-party allotment to デュエルビッツ 入金ボーナスel as the disposal destination.
Through integrating the standard compressor business into Kobelco Compressors and converting the company into a joint venture, デュエルビッツ 入金ボーナスel and Miura aim to work together to implement strategies centered on the standard compressor business and achieve synergies as described in Section 1 (Reason for the Capital and Business Alliance) above.
(1) Company name | KobelcoCompressors Corporation |
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(2) Location | 6-4, Osaki 1-chome, Shinagawa, Tokyo, Japan |
(3) Representative | Hiroki Iwamoto President and Representative Director |
(4) Description of business | Sale and service of compressors, compressor parts and peripheral equipment |
(5) Capital (as of March 5, 2021) | 450 million yen |
(6) Established | July 1, 1997 |
(7) Accounting period | Ends March 31 |
(8) Net assets (as of March 31, 2020) | 2,540 million yen |
(9) Total assets (as of March 31, 2020) | 11,762 million yen |
(10) Ratio of shareholding |
デュエルビッツ 入金ボーナスel, Ltd. : 100% (as of June 17, 2021)
— Planned ratio of shareholding after the establishment of the joint venture — デュエルビッツ 入金ボーナスel, Ltd. : 51% Miura Co., Ltd. : 49% |
(1) Company Name | デュエルビッツ 入金ボーナスel, Ltd. | ||||
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(2) Location | 2-4, Wakinohama-Kaigandori 2-chome, Chuo-ku, Kobe, Hyogo, Japan | ||||
(3) Representative | Mitsugu Yamaguchi
President, CEO and Representative Director |
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(4) Description of Business |
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(5) Capital | 250,930 million yen | ||||
(6) Established | June 28, 1911 | ||||
(7) Principal shareholders & shareholding ratio (as of September 30, 2020) | The Master Trust Bank of Japan, Ltd. (Trust Account) | 7.75% | |||
Custody Bank of Japan, Ltd. (Trust Account) | 4.18% | ||||
Nippon Steel Corporation | 2.95% | ||||
Nippon Life Insurance Company | 2.78% | ||||
Custody Bank of Japan, Ltd. (Trust Account 5) | 1.52% | ||||
Custody Bank of Japan, Ltd. (Trust Account 9) | 1.37% | ||||
Custody Bank of Japan, Ltd. (Trust Account 6) | 1.35% | ||||
DFA INTL SMALL CAP VALUE PORTFOLIO | 1.21% | ||||
Shimabun Corporation | 1.21% | ||||
Custody Bank of Japan, Ltd. (Trust Account 1) | 1.21% | ||||
(8) Relationship with Miura Co., Ltd. | Capital relationship | Not applicable | |||
Personnel relationship | Not applicable | ||||
Business relationship | Sale of air compressors, refrigeration compressors, heat pumps, and peripheral equipment. Purchase of boilers and peripheral equipment. | ||||
Status of relevant parties | Not applicable | ||||
(9) Financial status and operating results of the company concerned for the past 3 fiscal years (based on the Japanese accounting standards) | |||||
Accounting period | Year ended March 2019 | Year ended March 2020 | Year ended March 2021 | ||
Net assets | 803,312 million yen | 716,369 million yen | 769,375 million yen | ||
Total assets | 2,384,973 million yen | 2,411,191 million yen | 2,582,873 million yen | ||
Net assets per share | 2,041.29 yen | 1,811.10 yen | 1,958.57 yen | ||
Consolidated net sales | 1,971,869 million yen | 1,869,835 million yen | 1,705,566 million yen | ||
Consolidated operating income | 48,282 million yen | 9,863 million yen | 30,398 million yen | ||
Consolidated ordinary income (loss) | 34,629 million yen | (8,079 million yen) | 16,188 million yen | ||
Net income (loss) attributable to owners of the parent | 35,940 million yen | (68,008 million yen) | 23,234 million yen | ||
Net income (loss) per share | 99.20 yen | (187.55 yen) | 64.05 yen | ||
Dividend per share | 20.00 yen | -yen | 10.00 yen |
(1) Company Name | Miura Co., Ltd. | ||||
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(2) Location | 7 Horie, Matsuyama, Ehime, Japan | ||||
(3) Representative | Daisuke Miyauchi,
President and CEO |
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(4) Description of Business | Production, sale, and maintenance of small once-through boilers, marine boilers, exhaust gas boilers, water treatment equipment, food processing equipment, sterilizers, and chemicals, environmental certification, etc. | ||||
(5) Capital | 9,544 million yen | ||||
(6) Established | May 1, 1959 | ||||
(7) Principal shareholders & shareholding ratio (as of September 30, 2020) | The Master Trust Bank of Japan, Ltd. (Trust Account) | 10.64% | |||
Custody Bank of Japan, Ltd. (Trust Account) | 5.27% | ||||
Custody Bank of Japan, Ltd. (Trust Account 9) | 5.21% | ||||
The Iyo Bank, Ltd. | 4.73% | ||||
TheEhime Bank, Ltd. | 4.27% | ||||
Miura Group Employee Shareholding Association | 3.02% | ||||
Ehime Prefecture | 2.66% | ||||
Miura Educational Foundation | 2.66% | ||||
IyoginLeasing Company Limited. | 2.58% | ||||
The Nomura Trust and Banking Co., Ltd. (Trust Account) | 2.06% | ||||
(8) Relationship with デュエルビッツ 入金ボーナスel, Ltd. | Capital relationship | Not applicable | |||
Personnel relationship | Not applicable | ||||
Business relationship | Sale and maintenance of boilers and peripheral equipment. Purchase of air compressors, refrigeration compressors, heat pumps, and peripheral equipment. | ||||
Status of relevant parties | Not applicable | ||||
(9) Financial status and operating results of the company concerned for the past 3 fiscal years (based on the international accounting standards) | |||||
Accounting period | Year ended March 2019 | Year ended March 2020 | Year ended March 2021 | ||
Total assets | 174,161 million yen | 187,241 million yen | 196,342 million yen | ||
Total equity | 125,298 million yen | 133,305 million yen | 145,498 million yen | ||
Equity attributable to owners of parent per share | 1,112.71 yen | 1,182.58 yen | 1,290.15 yen | ||
Revenue | 138,880 million yen | 143,645 million yen | 134,732 million yen | ||
Operating profit | 16,682 million yen | 18,540 million yen | 17,858 million yen | ||
Profit | 12,330 million yen | 13,745 million yen | 12,711 million yen | ||
Profit attributable to owners of parent | 12,280 million yen | 13,746 million yen | 12,695 million yen | ||
Basic earnings per share | 109.10 yen | 122.01 yen | 112.62 yen | ||
Dividend per share | 33.00 yen | 37.00 yen | 35.00 yen |
Date of signing of the basic agreement | March 5, 2021 |
Date of signing of the final agreements | June 17, 2021 |
Effective date of the company split | July 1, 2021 (planned) |
Date of share acquisition | October 2021 (planned) |
Date of commencement of the capital and business alliance | October 2021 (planned) |
If there are any matters to be disclosed regarding the impact on the future business results of デュエルビッツ 入金ボーナスel and Miura in the course of the discussions on the capital and business alliance and other matters, we will make announcement promptly.
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