Sojitz Corporation


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
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: 


Merger of consolidated subsidiary

1)         Details of the merging parties
1.  Nissho Iwai's 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

 (6) Effect on earnings forecast:

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.

[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.;
Exports of woven textiles, fibers and other raw material ;
Sale of textile raw materials, threads, etc. ;
Development and promotion of branded products;
Introduction of overseas SPA business into the Japanese market

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.

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


Yen 80,000 million (Mar. 2001 Forecast) Yen 57,852 million (Mar. 2000)
Sales (Non-consolidated) Yen 34,528 million Yen 117,561 million


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, 
Kurabo Industries Inc.

Teijin Corporation, Nisshinbo Industries, Inc., Bridgestone Corporation, Yokohama Rubber Corp

Major shareholders

Nissho Iwai Corporation  (100%)

Teijin Limited  (94.66%)
The Sanwa Bank, Limited  (3.33%) 

Main banks

Sanwa Bank; Dai Ichi Kangyo Bank; Daiwa Bank; Tokyo Mitsubishi Bank

Sanwa Bank; Tokyo Mitsubishi Bank; Norin Chukin Bank; Daiwa Bank

Financial performance   (Past 3 years)


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

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