Notification of Absorption by Merger of Consolidated Subsidiary i-PULSE Co., Ltd. (Simple Merger/Short Form Merger)
June 28, 2013
This document has been translated from the Japanese original, for reference purpose only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
At the board of directors meeting held today, Yamaha Motor Co., Ltd. resolved to absorb by merger its consolidated subsidiary i-PULSE Co., Ltd. ("the Merger").
Moreover, as the Merger is a simple merger concerning Yamaha Motor's 100%-owned consolidated subsidiary, some of the items and contents for release have been abbreviated.
1.Merger Aims
Since its establishment in the year 2000, i-PULSE Co., Ltd. has contributed to the Yamaha Motor Group's surface mounter operations, basing its business on independent product development. Yamaha Motor has decided to absorb i-PULSE by merger in order to effectively utilize management resources and to further strengthen its base of operations. By driving integration of research and development, procurement, and production capabilities through the Merger, the goal is to further expand operations by streamlining development processes and upgrading the capability to respond to diversifying market needs,.
2.Merger Outline
(1)Merger Dates
| Date of Board of Directors Resolution | June 28, 2013 |
|---|---|
| Date of Contract Conclusion | June 28, 2013 |
| Planned Date of Merger (Effective Date) | October 1, 2013 |
Note: As the Merger is a simple merger as specified in Article 796, Paragraph 3 of the Companies Act for the continuing company Yamaha Motor, and a short form merger as specified in Article 784, Paragraph 1 of the Companies Act for the defunct company i-PULSE Co., Ltd., it will be carried out without approval of the absorption by merger contract at the respective companies' general meetings of shareholders.
(2)Merger Method
The merger will be conducted by the absorption by merger method with Yamaha Motor as the continuing company, and i-PULSE Co., Ltd. will be dissolved.
(3)Details of Allocation Relating to Merger
As i-PULSE Co., Ltd. is a 100%-owned subsidiary of Yamaha Motor, no allocation of stocks or other currency etc. will be conducted through the Merger.
(4)Treatment of stock acquisition rights or bonds with stock acquisition rights attached of the defunct company
There are no applicable items.
3.Outline of the Merging Companies
| Continuing Company of the Absorption by Merger | Defunct Company of the Absorption by Merger | |||
|---|---|---|---|---|
| （1）Name | Yamaha Motor Co., Ltd. | i-PULSE Co., Ltd. | ||
| （2）Location | 2500 Shingai, Iwata, Shizuoka, Japan | 1-9-3 Shinmiyakoda, Kita-ku, Hamamatsu, Shizuoka, Japan | ||
| （3）Position and Name of Representative | President, CEO and Representative Director Hiroyuki Yanagi | President and Representative Director Hiroaki Fujita | ||
| （4）Business Operations | Production and Sales of Transport Machinery etc. | Production and Sales of Manufacturing Machinery and Tools, Industrial Robots, and Related Equipment for Printed Circuit Boards and Electronic Components | ||
| （5）Capital※ | 85, 666 million yen | 80 million yen | ||
| （6）Date of Establishment | July 1, 1955 | March 21, 2000 | ||
| （7）Number of Stocks Issued ※ | 349,757,784 | 1,600 | ||
| （8）Fiscal Year End | December 31 | December 31 | ||
| （9）Major Shareholders and Shareholding Percentage※ | Yamaha Corporation | 12.19% | Yamaha Motor Co., Ltd. | 100% |
| State Street Bank and Trust Company | 9.66% | |||
| Japan Trustee Services Bank, Ltd. (trust account) | 3.58% | |||
| Toyota Motor Corporation | 3.57% | |||
| Mizuho Bank, Ltd. | 3.13% | |||
| （10）Financial Situation and Operational Results for the Immediately Prior Operational Year | ||||
| Fiscal Year End | Fiscal Year Ending December 2012 (Consolidated) | Fiscal Year Ending December 2012 (Individual) | ||
| Net Assets | 341, 561 million yen | 984 million yen | ||
| Total Assets | 962, 329 million yen | 1, 419 million yen | ||
| Net Assets per Share | 881.88 yen | 615,541.4 yen | ||
| Net Sales | 1, 207, 675 million yen | 1, 626 million yen | ||
| Operating Income | 18, 598 million yen | 20 million yen | ||
| Ordinary Income | 27, 267 million yen | 126 million yen | ||
| Net income for the Year | 7, 489 million yen | 10 million yen | ||
| Net income for the Year per Share | 21.45 yen | 6,586.99 yen | ||
※ (5) Capital, (7) Number of Stocks Issued, and (9) Major Shareholders and Shareholding Percentage are as at December 31, 2012
4. Status after Merger
There will be no change to the Name, Location, Representative, Business Operations, Capital, and Fiscal Year End of Yamaha Motor.
5. Future Outlook
As the Merger is with Yamaha Motor's 100%-owned consolidated subsidiary, there is only a slight effect on consolidated results.
(Reference) Current fiscal year consolidated business forecasts (as announced on February 14, 2013) and previous fiscal year consolidated results
| Net Sales | Operating Income | Ordinary Income | Net income for the Year | |
|---|---|---|---|---|
| Current Fiscal Year Consolidated Business Forecasts (for the fiscal year ending December 2013) | 1, 400, 000 million yen | 50, 000 million yen | 52, 000 million yen | 28, 000 million yen |
| Previous Fiscal Year Consolidated Results (for the fiscal year ending December 2012) | 1, 207, 675 million yen | 18, 598 million yen | 27, 267 million yen | 7, 489 million yen |
