Sale of Subsidiary - Nippon Muki Co., Ltd.
Nippon Sheet Glass Co., Ltd., (hereinafter “the Company”) announces that the Board meeting held today officially resolved the sale of the Company's shareholding in its wholly-owned subsidiary, Nippon Muki Co., Ltd. to Daikin Industries Ltd., (hereinafter “the Buyer”) as below:
1. Reasons for transaction
Nippon Muki Co., Ltd., a wholly-owned subsidiary of the Company, specializes in the manufacture and sale of air filter products and clean-room equipment. Nippon Muki Co., Ltd. has been operating in those areas with a steady profitability. Its activities are, however, highly dependent on the Japanese market, and the Company has recognized that its further future growth requires synergies through collaboration with other players having customer relationships outside of Japan.
The Company has recently received a number of offers to purchase Nippon Muki Co., Ltd. and has carefully studied them. Following a process of evaluation of such offers, the Company has judged that this transaction, under conditions proposed by the Buyer, best contributes to the further enhancement of the enterprise value of the Company.
2. Subsidiary to be transferred
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(1)
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Corporate Name:
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Nippon Muki Co., Ltd.
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(2)
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Head Office:
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Kokubu Bldg., 1-1-1, Nihonbashi, Chuo-ku, Tokyo, 103-0027 Japan
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(3)
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Representative:
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Michihiro Hiroto – President
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(4)
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Principal Business:
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Manufacture and sale of air filter products, clean-room equipment and others.
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(5)
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Paid-in Capital:
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JPY 1,323,million
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(6)
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Establishment:
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17 June 1939
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(7)
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Shareholder:
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Nippon Sheet Glass Co., Ltd. (100%)
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(8)
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Interests and relevance to the Company
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Capital:
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100% owned by the Company
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Personnel:
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The subsidiary’s non-executive directors and auditors are seconded from the Company
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Trade:
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Immaterial quantities of air filter products are occasionally purchased by the Company from the subsidiary. Immaterial quantities of the raw materials and consumables are procured jointly from suppliers by the Company and the subsidiary.
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(9)
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Operational performance and financial positions in latest three years:
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(Unit JPY million)
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Year to March 2007
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Year to March 2008
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Year to March 2009
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Net assets
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8,535
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8,834
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9,034
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Total assets
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11,793
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11,849
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11,352
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Sales
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10,950
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10,491
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8,814
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Operating Income
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814
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929
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724
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Ordinary Income
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880
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991
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730
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Net income
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581
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587
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557
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Dividend paid (JPY/share)
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6.00
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9.00
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12.00
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3. Outline of the Buyer (as at 31st March 2009)
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(1)
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Corporate Name:
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Daikin Industries Ltd
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(2)
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Head Office:
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Umeda Center Bldg., 2-4-12, Nakasaki-nishi, Kita-ku, Osaka 530-8323 Japan
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(3)
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Representative:
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Noriyuki Inoue - Chairman and CEO
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(4)
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Principal Business:
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Manufacture and sale of air conditioners and refrigerators, fluoropolymeric chemicals and oil hydraulic products.
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(5)
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Paid-in Capital:
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JPY 85,032 million
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(6)
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Establishment:
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11 February 1934
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(7)
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Net Assets:
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JPY 484,485 million
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(8)
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Total Assets:
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JPY 1,117,417 million
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(9)
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Major Shareholders:
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Japan Trustee Service Bank, Ltd. (21.73%)
The Master Trust Bank of Japan, Ltd. (7.92%)
Panasonic Corporation (5.12%)
State Street Bank and Trust Company (3.45%)
Sumitomo Mitsui Banking Corporation (3.07%
Trust & Custody Services Bank, Ltd. (2.22%)
Northern Trust Company (2.20%)
The Bank of Tokyo-Mitsubishi UFJ, Ltd. (1.67%)
Mellon Bank (1.66%)
Mitsui Sumitomo Insurance Co., Ltd. (1.52%)
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(10)
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Interests and relevance to the Company:
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No interests exist between the Company and the Buyer.
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4. Details of transfer
100% of the shares in the subsidiary is sold for JPY 5 billion proceeds.
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(1)
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Number of shares held before transfer:
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22,869,000 shares (100%)
(Shares with voting rights: 22,869,000 shares)
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(2)
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Number of shares transferred:
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22,869,000 shares
(Shares with voting rights: 22,869,000 shares)
(Proceeds: JPY 5 billion)
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(3)
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Number of shares held after transfer:
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Nil (0%)
(Shares with voting rights: Nil)
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5. Timeframe of transfer
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(1)
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Board resolution:
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26 August 2009
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(2)
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Closing:
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Scheduled in October 2009
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6. Impact on the operation
The impact of the transfer of the shares on the Company's consolidated financial results will be a net loss of approximately JPY 3.2 billion recognized in its result for the second quarter of the fiscal year ending 31 March 2010.
On a non-consolidated basis, the Company will recognize a non-operating income of approximately JPY 5.9 billion from the below-mentioned dividend and an extraordinary charge of JPY 2.4 billion from the share transfer, therefore, the net income effect will be approximately JPY 3.5 billion.
This transaction will not require any revision to be made in the forecast of the Group's operations for the year to March 2010.
It is planned that Nippon Muki Co., Ltd. will make a cash dividend to the Company between the resolution and the closing in the amount of approximately JPY 5.9 billion. This will be recognized as non-operating income to the Company on a non-consolidated basis for the second quarter of the fiscal year ending 31 March 2010.