Nissho Iwai Apparel and Teijin Shoji to merge
Aug. 30, 2000
Nissho Iwai Corporation
Code No. 8063
4-5 Akasaka 2-chome, Minato-ku, Tokyo
5-8 Imabashi 2-chome, Chuo-ku, Osaka
Japan
Contact:
Junichi Ito TEL(03)3588-4715
To whom it may concern
It is hereby notified that Nissho Iwai Apparel Co., Ltd., a 100% subsidiary of Nissho Iwai Corporation and Teijin Limited today signed an agreement to merge w.e.f. 1st April, 2001.
Details of the merger are as follows:
Notice
Merger of consolidated subsidiary
Name: Nissho Iwai Apparel Co., Ltd.
Location: 5-8, Imabashi 2-chome, Chuo-ku, Osaka
Representative: Akio Toshikiyo
2. Merger counter party
Name: Teijin Shoji Co., Ltd.
Location: 3-1-700, Umeda 1-chome, Kita-ku, Osaka
Representative: Kiyoshi Tsutsumi
2) Purpose of Merger
To strengthen consolidated management and fortify our market position in the textile industry, aimed at further improvement in corporate value.
3) Details of the merger agreement
Date of merger: 1st April, 2001 (Planned)
Surviving company : Nissho Iwai Apparel Co., Ltd. will be dissolved, with Teijin Shoji Co. Ltd. as the surviving entity
Merger ratio (Stock Conversion ratio): 0.9854 par value common share of Teijin Shoji Co. Ltd. for each par value common share of Nissho Iwai Apparel Co., Ltd.
4) Current profile of the merging companies : Please refer to the appendix below
5) Profile of the new company:
Name | To be decided |
Date of merger | 1st April, 2001 (Planned) |
Location | 8-14, Minami-honmachi 1-chome, Chuo-ku, Osaka (Currently the Osaka Headquaters of Teijin Shoji Co., Ltd.) |
Capital | Yen 1.791 billion |
Shareholding | Teijin Limited 68.2% Nissho Iwai Corporation 28% The Sanwa Bank, Limited 2.4% Teijin Shoji shareholders, Others 1.4% |
Management | President : Kiyoshi Tsutsumi Vice President: Akio Toshikiyo |
Business | Domestic and international business in all types of textile raw materials and apparel (Ladies, gents, babies, children, sportswear, underclothing, and Kimono etc.), fabrics, Industrial materials and equipment, Rolling stock materials, Bedclothes, Interior design products, Resins, Photographic chemicals, Industrial products, Magnetic media, Integrated circuits, Packaging material, Construction materials, Artificial leather, OA equipment, Food products, etc.;Development and promotion of branded products; Introduction of overseas SPA business into the Japanese market |
Annual sales target | Approx. Yen 320 billion per year |
Owing to the change of status of Nissho Iwai Apparel Co., Ltd, (including its subsidiaries/affiliates) from a fully-owned subsidiary of Nissho Iwai Corporation to one accounted for by the equity method, a decrease in total assets as well as sales of the parent company is anticipated. However, the effect on the company's net profit projection is expected to be negligible.
In order to consolidate the company's operations in the textile sector prior to the slated merger, Nissho Iwai Corporation will transfer all its textile-related businesses to Nissho Iwai Apparel Co., Ltd. w.e.f. 30th Sept. 2000. The details of the transfer are as follows:
(a) Assets/Liabilities to be transferred:
Details of assets and liabilities to be transferred will be worked out separately. For reference, the balance of assets and liabilities (book value) of the Textile Business Division as of July, 2000, was as follows:
Current assets : Yen 43,011 million
Fixed assets : Yen 209 million
Total liabilities : Yen 32,275 million
(b) Valuation and settlement :
The transfer price will be determined based on the book value/fair market value as of the transfer date. Settlement will be made on a cash basis.
[Appendix]
[Current profile of the merging companies ]
Company | Nissho Iwai Apparel Co., Ltd. | Teijin Shoji Co., Ltd. | ||||
Principal Business |
Manufacturing, import and sale of apparel, bedclothes, interior design products, etc.; |
Domestic and international business in all types of textile raw material and apparel, industrial materials, rolling stock materials, Interior design products, resins, photographic chemicals, industrial products, magnetic media, integrated circuits, remodeling materials, construction materials, artificial leather, OA equipment, food products, etc. |
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Established | October, 1980 | July, 1982 | ||||
Capital | Yen 1,020 million | Yen 1,500 million | ||||
Number of shares of common stock issued | 2,040,000 shares | 15,000,000 shares | ||||
Shareholders' equity | Yen 1,138 million | Yen 6,201 million | ||||
Total assets (Non-consolidated) | Yen 18,571 million | Yen 53,810 million | ||||
(Consolidated) |
Yen 80,000 million (Mar. 2001 Forecast) | Yen 57,852 million (Mar. 2000) | ||||
Sales (Non-consolidated) | Yen 34,528 million | Yen 117,561 million | ||||
(Consolidated) |
Yen 180,000 million (Mar. 2001 Forecast) | Yen 128,326 million (Mar. 2000) | ||||
Accounting period | March | March | ||||
Number of Employees | 121 | 375 | ||||
Major customers |
Nissho Iwai Corporation, Naigai Corporation, Fukusuke Corporation, Asahi Kasei Corporation, |
Teijin Corporation, Nisshinbo Industries, Inc., Bridgestone Corporation, Yokohama Rubber Corp |
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Major shareholders |
Nissho Iwai Corporation (100%) |
Teijin Limited (94.66%) |
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Main banks |
Sanwa Bank; Dai Ichi Kangyo Bank; Daiwa Bank; Tokyo Mitsubishi Bank |
Sanwa Bank; Tokyo Mitsubishi Bank; Norin Chukin Bank; Daiwa Bank |
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Financial performance (Non-consolidated) |
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Term |
Mar. 1998 |
Mar. 1999 |
Mar. 2000 |
Mar. 1998 |
Mar. 1999 |
Mar. 2000 |
Sales (million yen) | 50,188 | 45,321 | 34,528 | 137,334 | 115,367 | 117,561 |
Recurring profit (million yen) | 154 | 103 | 118 | 1,815 | 538 | 1,151 |
Net income (million yen) |
170 | 35 | 61 | 80 | 446 | 497 |
Earnings Per Share (yen) |
4,274.88 | 899.48 | 30.01 | 5.33 | 29.77 | 33.19 |
Dividend per share (yen) |
0 | 0 | 0 | 1.60 | 9.00 | 10.00 |
Shareholders' equity per share (yen) |
1,039.73 | 1,939.20 | 558.23 | 311.06 | 339.24 | 413.43 |