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Aluminum casting company merger and invest in maker of precision machining equipment for aluminum parts

January 24, 2001

Yamaha Motor Co., Ltd. (YMC) announces that as of April 1, 2001, the 100% YMC-owned aluminum cast parts manufacturing subsidiary Tsushima Die-cast co., Ltd. (Headquarters: Tsushima City, Aichi Pref., President: Kenjiro Miyashita) will merge with the 40% YMC-owned affiliate company Osakabe Alloy Casting Co., Ltd. (Headquarters: Iwata-gun, Shizuoka Pref., President: Tsugiyoshi Osakabe). Coinciding with this merger, YMC has also decided to invest in its present business associate and supplier of precision equipment for aluminum parts processing and surface processing, Suzuki Iron Works Co., Ltd. (Headquarters: Hamamatsu City, Shizuoka Pref., President: Yasufumi Suzuki), thus making it an affiliated member of the Yamaha group.

The name of the new company formed by the merger is to be Fine Catec Co., Ltd. (President: Kenjiro Miyashita; Headquarters: Iwata-gun, Shizuoka Pref.) and it is to be capitalized at 134,500,000 yen, of which YMC will be 70% investor. Also, by the spring of next year expanded aluminum casting and machining facilities will be constructed at the old Osakabe Alloy Casting site with the aim of making it a comprehensive manufacturer of finished aluminum parts, being involved in all the processes from casting to machining. For this expansion, plans call for casting facility equipment to be transferred from the former Tsushima Die-cast.
The main parts to be manufactured will be small to medium sized aluminum parts including cylinder head covers and clutch parts, etc., for motorcycles. The two companies have signed a merger contract on January 26 and plan to seek confirmation of the agreement at a special stockholders meeting on Feb. 14.

With regard to Suzuki Iron Works, which until now has engaged mainly in the machining and surface processing of crank case covers for motorcycles, with the new YMC investment plans call for a casting facility to be constructed on the company's present grounds by the summer of this year. This will make the company a comprehensive aluminum parts maker with the capability to produce finished parts from the casting through to the machining and surface processing stages. The casting facilities and technology is to be transferred from the new company (former Tsushima Die-cast).

At YMC, we are engaged in wide-ranging restructuring aimed at "strengthening global competitiveness" and the merger of and investment in these aluminum parts manufacturers represents the start of our efforts to restructure our parts supply systems in cooperation with our affiliated parts suppliers.
Specifically speaking, our aim is a shift from separate procurement of parts at the different stages of production such as casting and processing to the purchase of finished parts. In order to do this, we are working with our affiliated suppliers to restructure their operations to enable them to engage in all the processes from casting to machining and surface processing necessary to produce finished products.

The following is an outline of the merger between Tsushima Die-cast and Osakabe Alloy Casting.



Merger Outline


1) Merger method:

:

Tsushima Die-cast will absorb Osakabe Alloy Casting

2) Merger schedule:

:

Merger contract signed:

January 26, 2001

Merger contract approved:

February 14, 2001

Merger complete:

April 1, 2001

3) Merger ratio

:

One share of Osakabe Alloy Casting stock will equal 0.05 shares of Tsushima Die-cast stock

4) Shares of new stock to be issued with the merger

:

1,250

5) New capitalization occurring with the merger

:

62,500,000 yen

6) Company name after merger

:

Fine Catec Co., Ltd.

7) Headquarters address after merger

:

738, Konakaze, Ryuyo-cho, Iwata-gun, Shizuoka Pref. Japan

8) Capital after merger

:

134,500,000 yen

9) Total stock shares after merger

:

2,690

10) President

:

Kenjiro Miyashita



Corporate Profiles


Tsushima Die-cast Co., Ltd.

Representative

:

Kenjiro MIYASHITA

Location

:

Tsushima-shi, Aichi-ken, Japan

Establishment

:

December 1938

Capital

:

72,000,000 yen (100% invented by YMC: Investment August 1982)

Business

:

Casting of middle- and small-sized die-cast parts

Employees

:

134

Sales

:

5 billion yen (F/Y ending March 2000)



Osakabe Alloy Casting Co., Ltd.

Representative

:

Tsugiyoshi OSAKABE

Location

:

Ryuyo-cho, Iwata-gun, Shizuoka Pref., Japan

Establishment

:

August 1947

Capital

:

66,000,000 yen (40% invented by YMC: Investment Dec. 1991)

Business

:

Casting of middle- and small-sized die-cast parts

Employees

:

88

Sales

:

2.3 billion yen (F/Y ending March 2000)



Suzuki Iron Works Co., Ltd.

Representative

:

Yasufumi SUZUKI

Location

:

Hamamatsu-shi, Shizuoka Pref., Japan

Establishment

:

August 1946

Capital

:

50,000,000 yen

Business

:

Machining/surface processing of aluminum casting parts

Employees

:

123

Sales

:

4.1 billion yen (F/Y ending March 2000)


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