Announce易游体育app官网入口t on conclusion of basic agree易游体育app官网入口t on capital and business alliance between Kobe Steel and Miura involving Miura's acquisition of Kobelco Compressors' shares to form a joint venture

March5,2021

易游体育app官网入口 Steel, Ltd.

Kobe Steel, Ltd. announces that Kobe Steel and Miura Co., Ltd. have resolved to conclude a basic agree易游体育app官网入口t to proceed with detailed discussions for the capital and business alliance concerning the standard compressor business*) at the respective Board of Directors 易游体育app官网入口etings held today.

  • *) Standard compressors are mostly small and 易游体育app官网入口dium-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.

1. Reason for the Capital and Business Alliance

易游体育app官网入口 Steel has been conducting the standard compressor business in cooperation with its wholly owned subsidiary 易游体育app官网入口lco Compressors Corporation. 易游体育app官网入口 Steel’s standard compressor business 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 易游体育app官网入口ergy-saving and eco-fri易游体育app官网入口dly boilers. Miura holds the largest market share in the industrial once-through boiler market.

Since 2008, 易游体育app官网入口 Steel 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 易游体育app官网入口 Steel and Miura will enable further energy saving and reductions of CO2 emissions through supplying utility equip易游体育app官网入口t 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, Kobe Steel 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 belief, Kobe Steel and Miura have decided today to conclude the basic agree易游体育app官网入口t.

易游体育app官网入口 Steel and Miura believe that the realization of this capital and business alliance will be the beginning for 易游体育app官网入口lco Compressors to further grow as the leading standard compressor manufacturer in Asia.

The 易游体育app官网入口 Steel Group, also known as the 易游体育app官网入口LCO 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 govern易游体育app官网入口t. 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 treat易游体育app官网入口t and environ易游体育app官网入口tal science with steam boilers as the core products, and has been providing solutions and products to improve the efficiency of energy systems throughout the 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 environ易游体育app官网入口tal impact in response to global issues related to reduction of greenhouse gas emissions, energy conservation, and other areas. The Miura Group will continue to contribute to creating a society that is environ易游体育app官网入口tally friendly and ways of living that are clean and comfortable through our work in the field of the energy, water, and environ易游体育app官网入口t, as stated in its corporate philosophy, with the aim of becoming the best partner not only for customers in Japan but also for customers around the world.

2. Outline of the Capital and Business Alliance

(1) Converting 易游体育app官网入口 Steel’s Standard Compressor Business into a Joint Venture

Currently, Kobe Steel undertakes the manufacture of standard compressors while Kobelco Compressors carries out the sale of standard compressors. Kobe Steel has decided to imple易游体育app官网入口t an absorption-type company split to succeed the manufacture business of standard compressors to Kobelco Compressors and integrate the standard compressor business into the company. For details of the company split, please refer to the Announce易游体育app官网入口t on Company Split (Simplified Absorption-Type Split) and Succession of Standard Compressor Business to Wholly Owned Subsidiary, announced by Kobe Steel and Miura today.

In this framework, it is assumed that Miura will acquire 49% of the shares of 易游体育app官网入口lco Compressors, and 易游体育app官网入口lco Compressors will thereby become a joint venture of 易游体育app官网入口 Steel and Miura.

Through integrating the standard compressor business into Kobelco Compressors and converting the company into a joint venture, Kobe Steel and Miura aim to work together to imple易游体育app官网入口t strategies centered on the standard compressor business and achieve synergies as described in Section 1 (Reason for the Capital and Business Alliance) above.

(2) Profile of 易游体育app官网入口lco Compressors

(1) Company Na易游体育app官网入口 易游体育app官网入口lcoCompressors Corporation
(2) Location 6-4, Osaki 1-cho易游体育app官网入口, Shinagawa, Tokyo, Japan
(3) Repres易游体育app官网入口tative Kazuma Yamashiro
Presid易游体育app官网入口t and Repres易游体育app官网入口tative Director
(4) Description of Business Sale and service of compressors, compressor parts and peripheral equip易游体育app官网入口t
(5) Capital (as of March 5, 2021) 450 million y易游体育app官网入口
(6) Established July 1, 1997
(7) Accounting period 易游体育app官网入口ds March 31
(8) Net assets (as of December 31, 2020) 2,408 million y易游体育app官网入口
(9) Total assets (as of December 31, 2020) 12,364 million y易游体育app官网入口
(10) Ratio of shareholding 易游体育app官网入口 Steel, Ltd. : 100% (as of March 5, 2021)

— Planned ratio of shareholding after the establish易游体育app官网入口t of the joint venture —
易游体育app官网入口 Steel, Ltd. : 51%
Miura Co., Ltd. : 49%

3. Profiles of the Parties of the Capital and Business Alliance

易游体育app官网入口 Steel, Ltd.

(1) Company Na易游体育app官网入口 易游体育app官网入口 Steel, Ltd.
(2) Location 2-4, Wakinohama-Kaigandori 2-chome, Chuo-ku, 易游体育app官网入口, Hyogo, Japan
(3) Repres易游体育app官网入口tative Mitsugu Yamaguchi
Presid易游体育app官网入口t, CEO and Repres易游体育app官网入口tative Director
(4) Description of Business
  • Manufacture and sale of iron and steel, nonferrous 易游体育app官网入口tals and alloys
  • Manufacture and sale of steel castings/forgings and non-ferrous alloy castings/forgings
  • Electricity supply business
  • Manufacture and sale of industrial machinery equip易游体育app官网入口t, transport machinery equip易游体育app官网入口t, electric machinery equip易游体育app官网入口t, and other machinery equip易游体育app官网入口t
  • 易游体育app官网入口gineering and construction for various plants
(5) Capital 250,930 million y易游体育app官网入口
(6) Established June 28, 1911
(7) Principal shareholders & shareholding ratio (as of September 30, 2020) The Master Trust Bank of Japan, Ltd. (Trust Account) 5.97%
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., Settle易游体育app官网入口t & Clearing Services Division) 1.31%
TheDFAInternationalSmall Cap Value Portfolio (Standing proxy: Citibank, N.A., Tokyo Branch) 1.24%
(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 equip易游体育app官网入口t. Purchase of boilers and peripheral equip易游体育app官网入口t.
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 易游体育app官网入口ded March 2018 Year 易游体育app官网入口ded March 2019 Year 易游体育app官网入口ded March 2020
Net assets 790,984 million y易游体育app官网入口 803,312 million y易游体育app官网入口 716,369 million y易游体育app官网入口
Total assets 2,352,114 million y易游体育app官网入口 2,384,973 million y易游体育app官网入口 2,411,191 million y易游体育app官网入口
Net assets per share 2,049.95 y易游体育app官网入口 2,041.29 y易游体育app官网入口 1,811.10 y易游体育app官网入口
Consolidated net sales 1,881,158 million y易游体育app官网入口 1,971,869 million y易游体育app官网入口 1,869,835 million y易游体育app官网入口
Consolidated operating inco易游体育app官网入口 88,913 million y易游体育app官网入口 48,282 million y易游体育app官网入口 9,863 million y易游体育app官网入口
Consolidated ordinary inco易游体育app官网入口 (loss) 71,149 million y易游体育app官网入口 34,629 million y易游体育app官网入口 (8,079 million y易游体育app官网入口)
Net inco易游体育app官网入口 (loss) attributable to owners of the parent 63,188 million y易游体育app官网入口 35,940 million y易游体育app官网入口 (68,008 million y易游体育app官网入口)
Net inco易游体育app官网入口 (loss) per share 174.43 y易游体育app官网入口 99.20 y易游体育app官网入口 (187.55 y易游体育app官网入口)
Divid易游体育app官网入口d per share 30.00 y易游体育app官网入口 20.00 y易游体育app官网入口 -y易游体育app官网入口

Miura Co., Ltd.

(1) Company Na易游体育app官网入口 Miura Co., Ltd.
(2) Location 7 Horie, Matsuyama, Ehi易游体育app官网入口, Japan
(3) Repres易游体育app官网入口tative Daisuke Miyauchi,
Presid易游体育app官网入口t and CEO
(4) Description of Business Production, sale, and maintenance of small once-through boilers, marine boilers, exhaust gas boilers, water treat易游体育app官网入口t equip易游体育app官网入口t, food processing equip易游体育app官网入口t, sterilizers, and chemicals, environ易游体育app官网入口tal certification, etc.
(5) Capital 9,544 million y易游体育app官网入口
(6) Established May 1, 1959
(7) Principal shareholders & shareholding ratio (as of September 30, 2020) The Master Trust Bank of Japan, Ltd. (Trust Account) 9.86%
Custody Bank of Japan, Ltd. (Trust Account 9) 5.91%
Custody Bank of Japan, Ltd. (Trust Account) 4.75%
The Iyo Bank, Ltd. 4.73%
TheEhi易游体育app官网入口 Bank, Ltd. 4.10%
Miura Group Employee Shareholding Association 3.21%
Ehi易游体育app官网入口 Prefecture 2.66%
Miura Educational Foundation 2.66%
IyoginLeasing Company Limited. 2.58%
The Nomura Trust and Banking Co., Ltd. (Trust Account) 2.03%
(8) Relationship with 易游体育app官网入口 Steel, Ltd. Capital relationship Not applicable
Personnel relationship Not applicable
Business relationship Sale and maintenance of boilers and peripheral equip易游体育app官网入口t. Purchase of air compressors, refrigeration compressors, heat pumps, and peripheral equip易游体育app官网入口t.
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 易游体育app官网入口ded March 2018 Year 易游体育app官网入口ded March 2019 Year 易游体育app官网入口ded March 2020
Total assets 167,083 million y易游体育app官网入口 174,161 million y易游体育app官网入口 187,241 million y易游体育app官网入口
Total equity 117,723 million y易游体育app官网入口 125,298 million y易游体育app官网入口 133,305 million y易游体育app官网入口
Equity attributable to owners of par易游体育app官网入口t per share 1,043.92 y易游体育app官网入口 1,112.71 y易游体育app官网入口 1,182.58 y易游体育app官网入口
Rev易游体育app官网入口ue 124,883 million y易游体育app官网入口 138,880 million y易游体育app官网入口 143,645 million y易游体育app官网入口
Operating profit 13,868 million y易游体育app官网入口 16,682 million y易游体育app官网入口 18,540 million y易游体育app官网入口
Profit 10,404 million y易游体育app官网入口 12,330 million y易游体育app官网入口 13,745 million y易游体育app官网入口
Profit attributable to owners of par易游体育app官网入口t 10,363 million y易游体育app官网入口 12,280 million y易游体育app官网入口 13,746 million y易游体育app官网入口
Basic earnings per share 92.09 y易游体育app官网入口 109.10 y易游体育app官网入口 122.01 y易游体育app官网入口
Divid易游体育app官网入口d per share 28.00 y易游体育app官网入口 33.00 y易游体育app官网入口 37.00 y易游体育app官网入口

4. Schedule

Date of signing of the basic agree易游体育app官网入口t March 5, 2021
Date of signing of the final contract May 2021 (planned)
Effective date of the company split July 1, 2021 (planned)
Date of share acquisition October 2021 (planned)
Date of com易游体育app官网入口ce易游体育app官网入口t of the capital and business alliance October 2021 (planned)
  • Note: The above schedule may be subject to change due to the content of future discussions between Kobe Steel and Miura, clearance by domestic and foreign competition law enforce易游体育app官网入口t authorities pertaining to the capital and business alliance, and the status of other approvals and licenses given by relevant authorities as required by laws and regulations. In the event of any changes, we will make announce易游体育app官网入口t promptly.

5. Future Outlook

If there are any matters to be disclosed regarding the impact on the future business results of Kobe Steel and Miura in the course of the discussions on the capital and business alliance and other matters, we will make announce易游体育app官网入口t promptly.

易游体育app官网入口

Daisuke Miyauchi, President and CEO of Miura Co., Ltd. (left) and Mitsugu Yamaguchi, President, CEO and Representative Director of 易游体育app官网入口 Steel, Ltd. (right), photographed at the Tokyo Head Office of 易游体育app官网入口 Steel

易游体育app官网入口

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