Notice of Merger with Wholly-Owned Subsidiary
Nippon Sheet Glass Co., Ltd. (hereinafter “the Company”) hereby announces that the Executive Committee meeting held today has officially decided that the Company’s wholly-owned consolidated subsidiary, Nippon Sheet Glass Business Assist Co., Ltd. (hereinafter “NBA”) will be merged (hereinafter “the Merger”) into the Company with effect from 1 January 2011. As NBA is a wholly-owned subsidiary of the Company, certain disclosure items have been omitted according to the guidelines of the Tokyo Stock Exchange.
Details of the merger are outlined below.
1. Purpose of the Merger
Both NBA’s assets and periodical accounting of profit and loss are marginal. The Company, therefore, intends to cut NBA’s operating cost through the Merger.
2. Overview of the Merger
(1) Timetable
Executive Committee meeting to vote on the Merger : 20 October 2010
Signing of the Merger agreement : 20 October 2010
Effective date of the Merger (planned) : 1 January 2011
Note: This Merger falls under both the provisions for the simplified merger stipulated under paragraph 3 of Article 796 of the Companies Act, in respect of the Company, and the short-form merger stipulated under paragraph 1 of Article 784 of the Companies Act, in respect of NBA, and accordingly, neither company is required to hold a general meeting of its shareholders to approve the Merger Agreement.
(2) Method
The Company, as the surviving company, will absorb NBA, which will be subsequently dissolved.
(3) Allotment related to the Merger
There will be no allotment of shares or any other consideration as a result of the Merger.
(4) Treatment of stock acquisition rights and bonds with stock acquisition rights of the dissolving company
There are no stock acquisition rights or bonds issued by NBA.
3. Basic information of companies concerned (as of March 2010)
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Company name
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Nippon Sheet Glass Co., Ltd.
(Company to survive)
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Nippon Sheet Glass Business Assist Co., Ltd.
(Company to dissolve)
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Head office
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5-27, Mita 3-Chome, Minato-ku, Tokyo
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5-27, Mita 3-Chome, Minato-ku, Tokyo
|
|
Representative
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Craig Naylor,
Representative Executive Director
(appointed on 29 June 2010)
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Hiroshi Kishimoto,
Representative Director
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Principal business
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Manufacture and distribution of glass and glazing products
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Shareholding
|
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Paid-in capital
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96,147 million yen
|
20 million yen
|
|
Established
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22 November 1918
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4 October 1989
|
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Total shares issued
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Common shares : 669,550,999
Type A preferred shares : 3,000,000
|
400
|
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Accounting period
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31 March
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31 March
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Major shareholders and shareholding ratio
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Japan Trustee Services Bank, Ltd. (trust account)
10.54%
The Master Trust Bank of Japan, Ltd. (trust account)
6.70%
Japan Trustee Services Bank, Ltd. (trust account 9)
3.30%
Japan Trustee Services Bank, Ltd. (trust account 4)
2.00%
Morgan Stanley & Co. Inc
1.86%
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Nippon Sheet Glass Co., Ltd
100%
|
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Shareholders' equity
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239,931million yen (consolidated)
|
21million yen
|
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Total asset
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933,721million yen (consolidated)
|
21million yen
|
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Shareholders' equity
per share
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297.73 yen (consolidated)
|
52,844.9 yen
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Note 1 : Amounts less than one million yen are rounded off to the nearest millionth.
Note 2 : As announced in "Notice Regarding Issuance of New Shares and Secondary Distribution of Shares" issued on 24 August 2010 and "Notice Concerning Partial Acquisition and Cancellation of Type A Preferred Shares" issued on 16 September 2010, NSG Group issued its new common shares as well as partially acquired and cancelled of its Type A preferred shares. Paid-in capital and number of its issued shares as of 1 October 2010 are as follows:
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Paid-in capital (million yen) 116,449
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Common shares 903,550,999
-
Type A preferred shares 2,020,000
4. The Company following the merger
There will be no change in the trade name, location of the head office, representative, principal business, capital, and fiscal year of the Company following the merger.
5. Effect on financial outlook
The impact by the Merger on the consolidated financial results of the Company is not material.