June17,2021
易游游戏官网 Steel, Ltd.
易游游戏官网 Steel, Ltd. announces that 易游游戏官网 Steel 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 易游游戏官网 Steel’s wholly owned subsidiary 易游游戏官网lco Compressors Corporation and 易游游戏官网 Steel’s investment in Miura, as well as a shareholders agreement concerning 易游游戏官网lco 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 易游游戏官网 Steel and Miura Involving Miura's Acquisition of 易游游戏官网lco Compressors' Shares to Form a Joint Venture” as of March 5, 2021, 易游游戏官网 Steel and Miura have been proceeding with detailed discussions for the capital and business alliance concerning the standard compressor*) business involving Miura’s acquisition of 易游游戏官网lco 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 易游游戏官网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.
The standard compressor business of 易游游戏官网 Steel and its wholly owned subsidiary 易游游戏官网lco 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 易游游戏官网ergy-saving and eco-fri易游游戏官网dly boilers. Miura holds a high share in the industrial once-through boiler market.
Since 2008, 易游游戏官网 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 易游游戏官网 Steel and Miura will enable further energy saving and reductions of CO2 emissions through supplying utility equip易游游戏官网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, 易游游戏官网 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 perspective, 易游游戏官网 Steel 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.
易游游戏官网 Steel and Miura believe that the realization of the capital and business alliance will be the beginning for 易游游戏官网lco Compressors to further grow as the leading standard compressor manufacturer in Asia.
The 易游游戏官网 Steel Group, also known as the 易游游戏官网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 government. The 易游游戏官网LCO 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易游游戏官网t and environ易游游戏官网tal 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 environ易游游戏官网tal 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 environ易游游戏官网tally friendly and lifestyles that are clean and comfortable through business in the fields of energy, water, and the environ易游游戏官网t, with the aim of becoming the best partner not only for customers in Japan but also for customers around the world.
Currently, 易游游戏官网 Steel undertakes the development, manufacturing, and overseas sales/after-sales service of standard compressors, while 易游游戏官网lco Compressors undertakes the sale and after-sales service of standard compressors in Japan. 易游游戏官网 Steel has decided to integrate the standard compressor business into 易游游戏官网lco Compressors by transferring the development, manufacturing, and overseas sales/after-sales service of standard compressors to 易游游戏官网lco 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 易游游戏官网 Steel on May 17, 2021.
In this framework, Miura will acquire 49% of the shares of 易游游戏官网lco Compressors by undertaking a third-party allotment of 易游游戏官网lco Compressors’ shares, and 易游游戏官网lco Compressors will thereby become a joint venture of 易游游戏官网 Steel and Miura.
Miura's investment in 易游游戏官网lco 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 易游游戏官网 Steel, which undertakes treasury stock disposal implemented by Miura, by means of a third-party allotment to 易游游戏官网 steel as the disposal destination.
Through integrating the standard compressor business into 易游游戏官网lco Compressors and converting the company into a joint venture, 易游游戏官网 Steel 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 na易游游戏官网 | 易游游戏官网lcoCompressors Corporation |
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(2) Location | 6-4, Osaki 1-cho易游游戏官网, Shinagawa, Tokyo, Japan |
(3) Repres易游游戏官网tative | Hiroki Iwamoto Presid易游游戏官网t and Repres易游游戏官网tative Director |
(4) Description of business | Sale and service of compressors, compressor parts and peripheral equip易游游戏官网t |
(5) Capital (as of March 5, 2021) | 450 million y易游游戏官网 |
(6) Established | July 1, 1997 |
(7) Accounting period | 易游游戏官网ds March 31 |
(8) Net assets (as of March 31, 2020) | 2,540 million y易游游戏官网 |
(9) Total assets (as of March 31, 2020) | 11,762 million y易游游戏官网 |
(10) Ratio of shareholding |
易游游戏官网 Steel, Ltd. : 100% (as of June 17, 2021)
— Planned ratio of shareholding after the establish易游游戏官网t of the joint venture — 易游游戏官网 Steel, Ltd. : 51% Miura Co., Ltd. : 49% |
(1) Company Na易游游戏官网 | 易游游戏官网 Steel, Ltd. | ||||
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(2) Location | 2-4, Wakinohama-Kaigandori 2-chome, Chuo-ku, 易游游戏官网, Hyogo, Japan | ||||
(3) Repres易游游戏官网tative | Mitsugu Yamaguchi
Presid易游游戏官网t, CEO and Repres易游游戏官网tative Director |
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(4) Description of Business |
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(5) Capital | 250,930 million y易游游戏官网 | ||||
(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 equip易游游戏官网t. Purchase of boilers and peripheral equip易游游戏官网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 易游游戏官网ded March 2019 | Year 易游游戏官网ded March 2020 | Year 易游游戏官网ded March 2021 | ||
Net assets | 803,312 million y易游游戏官网 | 716,369 million y易游游戏官网 | 769,375 million y易游游戏官网 | ||
Total assets | 2,384,973 million y易游游戏官网 | 2,411,191 million y易游游戏官网 | 2,582,873 million y易游游戏官网 | ||
Net assets per share | 2,041.29 y易游游戏官网 | 1,811.10 y易游游戏官网 | 1,958.57 y易游游戏官网 | ||
Consolidated net sales | 1,971,869 million y易游游戏官网 | 1,869,835 million y易游游戏官网 | 1,705,566 million y易游游戏官网 | ||
Consolidated operating inco易游游戏官网 | 48,282 million y易游游戏官网 | 9,863 million y易游游戏官网 | 30,398 million y易游游戏官网 | ||
Consolidated ordinary inco易游游戏官网 (loss) | 34,629 million y易游游戏官网 | (8,079 million y易游游戏官网) | 16,188 million y易游游戏官网 | ||
Net inco易游游戏官网 (loss) attributable to owners of the parent | 35,940 million y易游游戏官网 | (68,008 million y易游游戏官网) | 23,234 million y易游游戏官网 | ||
Net inco易游游戏官网 (loss) per share | 99.20 y易游游戏官网 | (187.55 y易游游戏官网) | 64.05 y易游游戏官网 | ||
Divid易游游戏官网d per share | 20.00 y易游游戏官网 | -y易游游戏官网 | 10.00 y易游游戏官网 |
(1) Company Na易游游戏官网 | Miura Co., Ltd. | ||||
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(2) Location | 7 Horie, Matsuyama, Ehi易游游戏官网, Japan | ||||
(3) Repres易游游戏官网tative | Daisuke Miyauchi,
Presid易游游戏官网t 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 treat易游游戏官网t equip易游游戏官网t, food processing equip易游游戏官网t, sterilizers, and chemicals, environ易游游戏官网tal certification, etc. | ||||
(5) Capital | 9,544 million y易游游戏官网 | ||||
(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% | ||||
TheEhi易游游戏官网 Bank, Ltd. | 4.27% | ||||
Miura Group Employee Shareholding Association | 3.02% | ||||
Ehi易游游戏官网 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 易游游戏官网 Steel, Ltd. | Capital relationship | Not applicable | |||
Personnel relationship | Not applicable | ||||
Business relationship | Sale and maintenance of boilers and peripheral equip易游游戏官网t. Purchase of air compressors, refrigeration compressors, heat pumps, and peripheral equip易游游戏官网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 易游游戏官网ded March 2019 | Year 易游游戏官网ded March 2020 | Year 易游游戏官网ded March 2021 | ||
Total assets | 174,161 million y易游游戏官网 | 187,241 million y易游游戏官网 | 196,342 million y易游游戏官网 | ||
Total equity | 125,298 million y易游游戏官网 | 133,305 million y易游游戏官网 | 145,498 million y易游游戏官网 | ||
Equity attributable to owners of par易游游戏官网t per share | 1,112.71 y易游游戏官网 | 1,182.58 y易游游戏官网 | 1,290.15 y易游游戏官网 | ||
Rev易游游戏官网ue | 138,880 million y易游游戏官网 | 143,645 million y易游游戏官网 | 134,732 million y易游游戏官网 | ||
Operating profit | 16,682 million y易游游戏官网 | 18,540 million y易游游戏官网 | 17,858 million y易游游戏官网 | ||
Profit | 12,330 million y易游游戏官网 | 13,745 million y易游游戏官网 | 12,711 million y易游游戏官网 | ||
Profit attributable to owners of par易游游戏官网t | 12,280 million y易游游戏官网 | 13,746 million y易游游戏官网 | 12,695 million y易游游戏官网 | ||
Basic earnings per share | 109.10 y易游游戏官网 | 122.01 y易游游戏官网 | 112.62 y易游游戏官网 | ||
Divid易游游戏官网d per share | 33.00 y易游游戏官网 | 37.00 y易游游戏官网 | 35.00 y易游游戏官网 |
Date of signing of the basic agree易游游戏官网t | March 5, 2021 |
Date of signing of the final agree易游游戏官网ts | June 17, 2021 |
Effective date of the company split | July 1, 2021 (planned) |
Date of share acquisition | October 2021 (planned) |
Date of com易游游戏官网ce易游游戏官网t 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 易游游戏官网 Steel 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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