Yamaha Motor to Conduct Simplified/Short-Form Merger with Consolidated Subsidiary Yamaha Motor Electronics Co., Ltd.
July 24, 2024
IWATA, July 24, 2024 - Yamaha Motor Co., Ltd. (Tokyo: 7272) (hereinafter "the Company") announced today that it has decided to merge with its wholly owned subsidiary, Yamaha Motor Electronics Co., Ltd. (hereinafter "YEJP").
Please note that because this is a simple absorption-type merger of a wholly owned subsidiary, some disclosure items and details have been omitted.
1. Aim of the Merger
Until now, the Company has conducted business management based on independent accounting by subsidiaries, aiming to sharpen its technologies and strengthen competitiveness on a functional module basis. However, a challenge has been the difficulty of coordination and collaboration due to the separation of technologies and roles. Additionally, the Company recognized that as the market environment shifts toward carbon neutrality and technological innovation becomes increasingly high-paced and complex, there is a need for more advanced and rapid product development and manufacturing.
Against this backdrop, the Company has decided to absorb YEJP in order to expand Yamaha Motor's electrically power-assisted bicycle business, which is one of the Growth Businesses of the Medium-Term Management Plan (MTP) announced in February 2022; to accelerate research and development in New Mobility Fields, part of the MTP's New Businesses quadrant; and to accelerate electrification of motorcycles and outboard motors, which fall into the MTP's Core Businesses area.
By incorporating YEJP's roles for developing and manufacturing electrical components into the Company and tying them into its development, procurement, and production strategy operations, the merger aims to strengthen Yamaha Motor's global manufacturing structure.
2. Merger Outline
(1)Merger Dates
Approval of merger resolution by the Board of Directors July 24, 2024
Merger signing date July 25, 2024 (planned)
Effective date January 1, 2025
*As this is a simplified merger for the Company pursuant to Article 796, Paragraph 2 of the Companies Act, and a short-form merger for YEJP pursuant to Article 784, Paragraph 1, neither company will hold a general meeting of shareholders for approval of the merger agreement.
(2)Merger Method
The merger will be an absorption-type merger with the Company as the surviving company and YEJP dissolved on the effective date.
(3)Share Allocation
As YEJP is a wholly owned subsidiary, no shares or other assets will be allocated to YEJP as a result of the merger.
(4)Handling of Stock Options and Bonds with Stock Options Accompanying the Merger
None applicable.
3. Company Overviews at the Time of Merger (as of December 31, 2023)
4. Situation Following the Merger
There will be no change in the company's name, location, representative's title and name, businesses, capital, or fiscal year-end due to this merger.
5. Future Outlook
As this merger is with a wholly owned subsidiary, the impact on the Company's consolidated financial results is expected to be minor.
Please note that because this is a simple absorption-type merger of a wholly owned subsidiary, some disclosure items and details have been omitted.
1. Aim of the Merger
Until now, the Company has conducted business management based on independent accounting by subsidiaries, aiming to sharpen its technologies and strengthen competitiveness on a functional module basis. However, a challenge has been the difficulty of coordination and collaboration due to the separation of technologies and roles. Additionally, the Company recognized that as the market environment shifts toward carbon neutrality and technological innovation becomes increasingly high-paced and complex, there is a need for more advanced and rapid product development and manufacturing.
Against this backdrop, the Company has decided to absorb YEJP in order to expand Yamaha Motor's electrically power-assisted bicycle business, which is one of the Growth Businesses of the Medium-Term Management Plan (MTP) announced in February 2022; to accelerate research and development in New Mobility Fields, part of the MTP's New Businesses quadrant; and to accelerate electrification of motorcycles and outboard motors, which fall into the MTP's Core Businesses area.
By incorporating YEJP's roles for developing and manufacturing electrical components into the Company and tying them into its development, procurement, and production strategy operations, the merger aims to strengthen Yamaha Motor's global manufacturing structure.
2. Merger Outline
(1)Merger Dates
Approval of merger resolution by the Board of Directors July 24, 2024
Merger signing date July 25, 2024 (planned)
Effective date January 1, 2025
*As this is a simplified merger for the Company pursuant to Article 796, Paragraph 2 of the Companies Act, and a short-form merger for YEJP pursuant to Article 784, Paragraph 1, neither company will hold a general meeting of shareholders for approval of the merger agreement.
(2)Merger Method
The merger will be an absorption-type merger with the Company as the surviving company and YEJP dissolved on the effective date.
(3)Share Allocation
As YEJP is a wholly owned subsidiary, no shares or other assets will be allocated to YEJP as a result of the merger.
(4)Handling of Stock Options and Bonds with Stock Options Accompanying the Merger
None applicable.
3. Company Overviews at the Time of Merger (as of December 31, 2023)
4. Situation Following the Merger
There will be no change in the company's name, location, representative's title and name, businesses, capital, or fiscal year-end due to this merger.
5. Future Outlook
As this merger is with a wholly owned subsidiary, the impact on the Company's consolidated financial results is expected to be minor.
