Notice Concerning Assignment of Shares of KCM Corporation
Nov. 28, 2014
花蜜直播app, Ltd. (the “Company”) hereby announces that today it has reached an agreement with Hitachi Construction Machinery Co., Ltd. (hereinafter “HCM”) on the assignment to HCM of all of the shares of KCM Corporation (hereinafter “KCM”) as of October 1, 2015 (scheduled).
1. Reason for assignment of shares
Since October 2008, the Company and HCM have had a business alliance covering wheel-loader operations, including joint research and development of new models of wheel loaders to meet the Tier 4 exhaust emission regulations. KCM was established in January 2009 and acquired the Company’s wheel-loader operations by assignment in April of the same year. With HCM’s capital investment in June 2010, it further accelerated joint research and development on new models of wheel loaders and on an efficient production system. The Company agreed to HCM’s proposal, having judged that it would be effective to pursue synergies within the HCM group for the further development of KCM under a policy of investing management resources in a focused manner, in order to enhance enterprise value amidst intensifying global competition in the construction machine industry. Currently under discussion is the transfer of the businesses of KCMJ Corporation, which engages in sales and servicing operations for KCM products within Japan, to Hitachi Construction Machinery Japan Co., Ltd. at around the same time as the execution date of the assignment of shares of KCM.
2. Overview of subsidiary company to which the change applies (KCM Corporation)
| (1) | Name | KCM Corporation | ||
| (2) | Location | 2680, Oka, Inami-cho, Kako-gun, Hyogo | ||
| (3) | Title and name of representative | Tadashi Mikawauchi, Representative Director and President | ||
| (4) | Business activities | Manufacturing, sale, and servicing of construction machines, etc. | ||
| (5) | Capital | 4,825 million yen | ||
| (6) | Date of establishment | April 1, 2009 | ||
| (7) | Major shareholders and the ratios of shares held | 花蜜直播app, Ltd. 66% Hitachi Construction Machinery Co., Ltd. 34% | ||
| (8) | Relationships between listed company and such company | Capital relationship | The Company holds 66% of the voting rights of such company. | |
| Personnel relationship | The Company’s employees are appointed as a Director (part-time) and a Company Auditor (part-time) of such company, respectively. | |||
| Transaction relationship | There is a transactional relationship between the Company and such company covering the sale of products, etc. | |||
| (9) | Such company’s operating results and financial results for the past three years | |||
| Year end | The fiscal year ended in March 2012 | The fiscal year ended in March 2013 | The fiscal year ended in March 2014 | |
| Net assets | 3,082 million yen | 2,832 million yen | 2,841 million yen | |
| Total assets | 18,959 million yen | 20,777 million yen | 18,802 million yen | |
| Net assets per share | 761,219 yen and 68 sen |
699,519 yen and 24 sen |
701,801 yen and 50 sen |
|
| Sales | 24,272 million yen | 25,229 million yen | 26,356 million yen | |
| Operating income | 347 million yen | 379 million yen | 822 million yen | |
| Recurring profit | 292 million yen | 245 million yen | 0 million yen | |
| Net income | 229 million yen | 213 million yen | 38 million yen | |
| Net income per share | 56,623 yen and 28 sen |
52,700 yen and 76 sen |
9,443 yen and 44 sen |
|
| Dividend per share | 0 yen | 0 yen | 0 yen | |
3. Overview of assignee of the assignment of shares (as of September 30, 2014)
| (1) | Name | Hitachi Construction Machinery Co., Ltd. | |
| (2) | Location | 2-5-1 Koraku, Bunkyo-ku, Tokyo | |
| (3) | Title and name of representative | Yuichi Tsujimoto, Representative Executive Officer, Chief Executive Officer and President | |
| (4) | Business activities | Manufacturing, sale, leasing, and servicing of construction machines, transporting machines, and environmental related products, etc. | |
| (5) | Capital | 81,576.59 million yen | |
| (6) | Date of establishment | October 1, 1970 | |
| (7) | Net assets (consolidated) | 467,158 million yen | |
| (8) | Total assets (consolidated) | 1,094,051 million yen | |
| (9) | Major shareholders and the ratios of shares held | Hitachi, Ltd. 50.23% The Master Trust Bank of Japan, Ltd. (trust account) 6.50% Japan Trustee Services Bank, Ltd. (trust account) 4.43% BNP Paribas Securities (Japan) Limited 1.60% Trust & Custody Services Bank, Ltd. (securities investment trust account) 1.14% |
|
| (10) | Relationships between listed company and such company | Capital relationship | There are no applicable items. |
| Personnel relationship | There are no applicable items. | ||
| Transaction relationship | There is no significant transaction relationship. | ||
| Applicable situation of related parties | There are no applicable items. | ||
4. Number of shares assigned and status of holding shares before and after assignment
| (1) | Number of owned shares before change | 2,672 shares (Number of voting rights: 2,672) (Percentage of voting rights held: 66.0%) |
| (2) | Number of shares assigned | 2,672 shares (Number of voting rights: 2,672) |
| (3) | Number of owned shares after change | 0 shares |
5. Schedule
| (1) | Date of resolution of the board of directors | November 26, 2014 |
| (2) | Date of execution of contract | November 28, 2014 |
| (3) | Date of execution of assignment of shares | October 1, 2015 (scheduled) |
6. Future outlook
The scheduled execution date of the assignment of shares is October 1, 2015; therefore, there is no impact on the outlook for performance (consolidated) for the fiscal year ending in March 2015.
(Reference)Outlook for performance (consolidated) for the current year (as announced on October 29, 2014) and consolidated actual results for the previous year
| Consolidated sales | Consolidated operating income | Consolidated recurring profit | Consolidated net income | |
|---|---|---|---|---|
| Outlook for performance (consolidated) for the current year (The fiscal year ending in March 2015) |
1,510,000 million yen | 77,000 million yen | 72,000 million yen | 48,000 million yen |
| Consolidated actual results for the previous year (The fiscal year ended in March 2014) |
1,385,482 million yen | 72,351 million yen | 60,605 million yen | 38,601 million yen |
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