Acquisition

RNS Number : 0741Q

Maruwa Co Ld

01 November 2012

 



November 1, 2012

MARUWA CO., LTD.

Sei Kanbe

President and Representative Director

Code No. 5344,

First Section of the Tokyo Stock Exchange and Nagoya Stock Exchange

Contact: Kunito Niwa

General Manager of Administrative Headquarter

Phone: [phone]

Announcement regarding the Share Acquisition of Yamagiwa Corporation

MARUWA CO LTD ("Maruwa" or the "Company") resolved, at a meeting of the board of directors held on November 1, 2012 today, to acquire 100% outstanding shares of Yamagiwa Corporation ("Yamagiwa"), and the Company has entered into a share purchase agreement with the seller, Enterprise Turnaround Initiative Corporation of Japan ("ETIC" or the "Seller"), as set forth below:

1.    Reason for acquiring shares

Since its founding, Maruwa has consistently positioned itself as a company centered on ceramics technology and is currently a leading growth company with No 1 global shares for numerous products in the environment, communications and power module sectors. As seen in its recently entered lighting fixtures business, the Company not only pursues cost efficiencies, but also promotes higher added-value based on its differentiation strategy applying its proprietary ceramic technology to its LED lighting products. Such strategies are in line with one of its corporate philosophies of "becoming a unique and 'quality-first' manufacturer" as it aims to future develop its lighting fixture business and become a global leader in this field.

Yamagiwa is well known for pioneering and establishing the lighting products culture in Japan, and is widely recognized as a highly value-added lighting manufacturer brand. It also has dedicated teams that specialize in designing lightings as well as planning, manufacturing and managing custom lightings and fixtures. With its many years of experience, brand strength and lighting solutions, Yamagiwa has established a strong customer base and is highly acclaimed by leading design firms and designers throughout the industry. It is currently the leading company engaged in designing, developing and manufacturing high-end lighting fixtures, interior lighting planning and importing and sales of lightings and fixtures.

By welcoming Yamagiwa as one of the core companies of the Group and utilizing its strong brand recognition and lighting solutions, the Company aims to further expand its business base in the booming LED lighting market and enhance global business growth.

2.  Summary of the acquired Company

(1)		Name	Yamagiwa Corporation
(2)		Head Office	4-5-4 Hatchobori, Chuo-ku, Tokyo 104-0032 Japan
(3)		Representative	Kazutoshi Ohmi Chief Executive Officer
(4)		Business	Development, manufacturing, distribution and sales of lighting products. Lighting planning, consultation and implementation. Import, distribution and sales of lighting products, furniture and other interior elements.
(5)		Capital	250 million yen
(6)		Established	May 2, 2011
(7)		Shareholder(s) (%)	Enterprise Turnaround Initiative Corporation of Japan  100.0%
(8)		Relationship between the listed company (Maruwa) and the acquired company (Yamagiwa)	Capital relationship	There are no capital relationships required to be stated between the companies. Furthermore, there are no noteworthy capital relationships between any affiliated party and/or company of Maruwa and the target company.
			Personnel relationship	There are no personnel relationships required to be stated between the companies. Furthermore, there are no noteworthy personnel relationships between any affiliated party and/or company of Maruwa and the target company.
			Business relationship	There are no business relationships required to be stated between the companies. Furthermore, there are no noteworthy business relationships between any affiliated party and/or company of Maruwa and the target company.
(9)		Recent consolidated results of operations and consolidated financial status of the Company
Financial term			March 2012 (NB)
	Consolidated net assets		507 million yen
	Consolidated total assets		5,171 million yen
	Consolidated net assets per chare		50,707 yen
	Consolidated sales		6,575 million yen
	Consolidated operating income		146 million yen
	Consolidated ordinary income		155 million yen
	Consolidated net income		7 million yen
	Consolidated net income per share		709 yen
	Dividend per share		－

(NB) 7.3 month settlement.

3. Summary of the Seller  

(1)	Name	Enterprise Turnaround Initiative Corporation of Japan (ETIC)
(2)	Head Office	9F, Otemachi Bldg. 1-6-1 Otemachi, Chiyoda-ku, Tokyo
(3)	Representative	President and Representative Director, Toshio Seya
(4)	Business	Providing rehabilitation support to medium-sized companies, SMEs and other businesses that have revitalization potential but carry excessive debt.
(5)	Capital	20,130 million yen
(6)	Established	October 14, 2009
(7)	Net assets	19,083 million yen
(8)	Total assets	406,997 million yen
(9)	Shareholder(s) (%)	Deposit Insurance Corporation of Japan
(10)	Relationship between the listed company (Maruwa) and the seller company (ETIC)	Capital relationship	There are no capital relationships required to be stated between the companies. Furthermore, there are no noteworthy capital relationships between any affiliated party and/or company of Maruwa and the seller company.
		Personnel relationship	There are no personnel relationships required to be stated between the companies. Furthermore, there are no noteworthy personnel relationships between any affiliated party and/or company of Maruwa and the seller company.
		Business relationship	There are no business relationships required to be stated between the companies. Furthermore, there are no noteworthy business relationships between any affiliated party and/or company of Maruwa and the seller company.
		Related party situation	The seller company is not a related party to Maruwa. Furthermore, no party and/or affiliate company of Maruwa is a relate party to the seller company.

4. Number of acquired shares, equity price and shares before and after the acquisition

(1)	Number of shares owned before acquisition	0 shares (Number of voting rights ： 0 units) (% of voting rights ： 0 %)
(2)	Number of shares acquired	10,000 shares (Number of voting rights ： 10,000 units)
(3)	Equity price*	700 million yen
(4)	Number of shares owned after  acquisition	10,000 shares (Number of voting rights：10,000 units) (% of voting rights ： 100.0%)

*The equity price was determined based on a share value analysis provided by a third party institution.

5. Schedule

(1)	Resolution by the Board of Directors	November 1, 2012
(2)	Delivery date of shares	December 3, 2012 (tentative)

6. Forward-looking remarks

As a result of this share acquisition, Yamagiwa will become a consolidated subsidiary of the Company. As such, we expect a certain level of impact on the earnings forecast, details of which are unknown at this time. Information will be disclosed separately as required.

(end)

(Ref) Consolidated financial performance forecast for FY Mar 2013 (announced April 26, 2012) and consolidated financial performance for FY Mar 2012

	Consolidated sales	Consolidated operating income	Consolidated ordinary income	Consolidated net income
Consolidated financial performance forecast for the current term  (FY Mar 2013)	24,000 million yen	3,360 million yen	3,500 million yen	2,200 million yen
Consolidated financial performance for the previous term (FY Mar 2012)	21,313 million yen	2,933 million yen	3,264 million yen	2,105 million yen

 

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