Sojitz Corporation


Merger of wholly-owned subsidiary

Oct. 25, 2000
Nissho Iwai Corporation
President & CEO: Shiro Yasutake
Securities Code: 8063

Junichi Ito (Public Relations)
Tel. (03) 3588-4715

To whom it may concern

It is hereby notified that Nissho Iwai Corporation's consolidated subsidiary Shin-Meito Sugar Refining Co., Ltd., and Mitsui Sugar Co., Ltd. (Securities Code: 2109) have agreed to merge their operationswith effect from the 1st of April, 2001, and a memorandum of understanding to this effect was signed today.


1. Merger parties

(Nissho Iwai's subsidiary) Shin-Meito Sugar Refining Co., Ltd.
2-16, Yawata Kaigan Rd.
Ichihara-shi, Chiba
President: Yoshinobu Sato
(Merger counter-party) Mitsui Sugar Co., Ltd.
2-8-2, Hon-cho, Nihonbashi
Chuo-ku, Tokyo
President: Eishi Ueno

2. Purpose of Merger

Shin-Meito Sugar Refining Co., Ltd. is the main refined-sugar production company amongst Nissho Iwai's Sugar business subsidiaries. Owing to a series of recent changes in the Japanese government's Sugar policy (based on the New Sugar and Sweetening Resources Policy framework), the Sugar industry is on the verge of a major realignment. As a strategic response to this anticipated industry reorganization, Nissho Iwai Corporation, which is in the midst of executing its 'Medium-term Management Plan - 2002', has decided to carry out the aforesaid merger with Mitsui Sugar Co., Ltd., a top class company in the Sugar industry, in order to ensure management stability, increased profits, and optimum corporate structure.

3. Details of the merger agreement

Date of merger 1st April, 2001
Surviving company Shin-Meito Sugar Refining Co., Ltd. will be dissolved, with Mitsui Sugar Co., Ltd. as the surviving entity
Merger ratio Shin-Meito Sugar Refining Co., Ltd. : Mitsui Seito Co., Ltd.= 8.8:1
(Note 1)
Basis of computation of the Stock Conversion ratio
8.8 par value common shares of Mitsui Sugar Co., Ltd. (face value: Yen 50) for each par value common share of Shin-Meito Sugar Refining Co., Ltd. (face value: Yen 500)
(Note 2)
Acquisition of new shares
7,920,000 par value common shares (Face value: Yen 50)
Merger settlement None

4. Current profile of the merging companies (as of 31 March, 2000)

Shin-Meito Sugar Refining Co., Ltd. Mitsui Sugar Co., Ltd.
Principal Business Production of refined sugar, along with production and sale of sugar products Production of refined sugar, along with production and sale of sugar products
Established 21 Sept., 1973 4 Sept., 1947
Capital Yen 450 million Yen 4,170 million
Number of shares of common stock issued 900,000 shares
(Face value: Yen 500)
(Face value: Yen 50)
Shareholders' equity Yen 5,823 million Yen 16,883 million
Total assets Yen 23,773 million Yen 30,545 million
Closing date 31 March 31 March
Number of Employees 77 284
Major customers

Nissho Iwai Corporation,
Nissho Iwai Foods Corporation

Nissho Iwai Foods Corporation

Mitsui & Co., Ltd.
Tomen Corporation

Mitsui & Co., Ltd.
Tomen Corporation

Major shareholders

Nissho Iwai Corporation (100%)

Mitsui & Co., Ltd. (22.28%), Tomen Corporation (4.78%), Sakura Bank Ltd.(3.95%), Asahi Mutual Life Insurance Co. (2.99%), Chuo-Mitsui Trust and Banking Co., Ltd. (2.39%)

Main banks

Dai-Ichi Mutual Life Insurance Co.; Sanwa Bank Ltd.; Norinchukin Bank

Sakura Bank Ltd.; Bank of Tokyo- Mitsubishi, Ltd. ; Toyo Trust and Banking Co., Ltd; Chuo-Mitsui Trust and Banking Co., Ltd.

5. Profile of the new company


Shin-Mitsui Sugar Co., Ltd.


Production of refined sugar, along with production and sale of sugar products


2-8-2, Hon-cho, Nihonbashi, Chuo-ku, Tokyo

Management President: Eishi Ueno
Vice-President: Yoshinobu Sato
Vice-President: Hiromi Iwabe
Capital Yen 4,566 million
Total Assets Yen 45 billion

Closing date

31 March

Major shareholders

Mitsui & Co., Ltd. 20.35%
Nissho Iwai Corporation 8.67%
Tomen Corporation 4.37%
Sakura Bank Ltd. 3.61%

Anticipated effect on financial performance

Owing to initial costs associated with this merger, the desired financial results will not be evident in the first two years. However, reduction of production costs attained by combining the operations of 2 factories, strengthened sales activities, streamlined administration, etc., in the first two years are expected to maximize returns from the 3rd year onwards.

6. Forecast

Year ending March 2002 Year ending March 2003
Sales revenue (million yen) 41,200 41,500
Gross Profits (million yen) 1,600 2,000
Recurring Profit (million yen) 1,400 1,900
Net Income (million yen) 1,100 1,200
Dividend per share (Yen) 5 5


Shin-Meito Sugar Refining Co., Ltd.
President : Yoshinobu Sato

Hiroyuki Mino (Genl.Affairs Dept.)
Tel. (0436) 42-9445

Merger with Mitsui Sugar Co., Ltd.

It is hereby notified that at a meeting of the Board of Directors held on 25th Oct. 2000, it was decided to merge operations with Mitsui Sugar Co., Ltd., with effect from 1 April, 2001. Details of the merger decision are as follows.


Shin-Meito Sugar Refining Co., Ltd. was established as a wholly-owned subsidiary of Nissho Iwai Corporation in September 1973, with the production of refined sugar as its principal business. Operations commenced in December 1973, after the transfer of Nagoya Sugar Co.'s Shinagawa factory and part of its business transactions.

Over the next few years, the company focused its efforts on ensuring stable supply of its popular 'Mama jirushi' brand of high-quality sugar to its customers. In February 1993, the Shinagawa factory was closed down after having operated continuously for 29 years. Beginning March 1993, operations were shifted to the newly constructed factory in Ichihara city, Chiba prefecture, which had state-of-the-art production facilities and was specifically built to strengthen the company's production base.

The new factory at Ichihara city was a state-of-art coastal facility located in one corner of the Yawata docks, and was fully compliant with the Factory Location Law as regards the provision of a green belt and other environmental safeguards. It had the most advanced sugar manufacturing facilities in the industry, and was fully automated.

In 1995, responding to market demand, the company added liquefied-sugar production facilities, and diversified its product offerings. However, owing to changing consumer tastes away from sugar and sugar products, as well as the tide of deregulation in the industry, there was an influx of artificial sweeteners and other alternative products, which led to intensified competition within the sugar industry. Under such conditions, Shin Meito Sugar Refining Co. made all efforts to improve operational efficiency. However, it was soon realized that there were limits to enhancing production efficiency, and that a single company could unlikely withstand the changes in the industry all by itself; A tie-up with other partners in the industry was inevitable.

The company carefully considered all options in its search for merging manufacturing operations with other companies in the most efficient way, without paying heed to group or Keiretsu ties. Consequently, it was decided that a full-scale merger with Mitsui Sugar Co., Ltd., was the most suitable option, both for effectively streamlining company management as well as reduction of production costs.

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