June 15, 2021
Autonomous Control Systems Laboratory Ltd.
Notice Regarding Conclusion of the Business Alliance Agreement with Japan Post Co., Ltd. and Japan Post Capital Co., Ltd. and the Share Subscription Agreement with Japan Post Capital Co., Ltd.,
Issuance of New Shares through the Third-Party Allotment and Changes in the Largest Shareholder and Major Shareholder
Autonomous Control Systems Laboratory Ltd. (hereafter "ACSL") hereby announces that its Board of Directors, at a meeting held on June 15, 2021, has resolved to conclude a business alliance agreement (hereafter the "Business Alliance Agreement" and the business alliance under such agreement shall hereafter be referred to as the "Business Alliance") with Japan Post Co., Ltd. (hereafter "Japan Post") and Japan Post Capital Co., Ltd. (hereafter "Japan Post Capital" or the "Scheduled Subscriber"), and a share subscription agreement (hereafter the "Capital Alliance Agreement" and collectively with the Business Alliance Agreement "Capital and Business Alliance Agreements", and the capital and business alliances under the Capital and Business Alliance Agreements shall hereafter be referred to as the "Capital and Business Alliances") with Japan Post Capital and to issue new shares by way of a third-party allotment to Japan Post Capital (hereafter the "Third-Party Allotment").
Furthermore, ACSL is expecting changes to the largest shareholder and the major shareholder as a result of the Third-Party Allotment and hence also announce such changes in "III. Changes in the largest shareholder as a major shareholder", below.
Ⅰ. Overview of the Capital and Business Alliance Agreements
1. Purpose and reason of the Capital and Business Alliance Agreements
Based on its corporate mission, "Liberate Humanity through Technology", ACSL established its vision "Revolutionizing social infrastructure by pursuing cutting-edge robotics technology". ACSL is a technology company that develops application- specific drones for a variety of tasks, using proprietary autonomous control technology as its core technology which mainly covers image processing. Through the pursuit of cutting-edge robotics technologies and social implementation of the technologies, ACSL is working to eliminate pain points in social infrastructure operations, thereby increasing the productivity of human economic activities and promoting the evolution of society for the next generation.
Today in Japan, the market demand for unmanned and efficient operations continues to be strong and customers are also continuing to consider the use of drones due to the worsening labor shortage caused by a declining workforce, the aging of infrastructure, and the recent spread of the COVID-19. At present, the government is steadily working toward achieving the "Level 4 (Note 1)" by 2022, including the approval of the certification system for drone safety or revise of the Civil Aeronautics Law by the House of Representatives and the House of Councilors committees, as scheduled. In addition to the "Levels 1, 2, and 3 (Note 2)" which have already been legislated, if the "Level 4" is in place, drone logistics are expected to be unlocked by 2022 and to create huge space and market for industrial drone usage in Japan. In addition, as a response to emerging requirement for cybersecurity risks of drones, the government has
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announced on September 14, 2020, that it will procure only secure drones and it will promptly replace existing drones that are already in place.
Demands for more secure drones from private sectors are also increasing as well as the government policy.
(Note) | 1 | The "Level 4" refers to a flight status with sufficient performance to fly beyond visual |
line of sight in a populated area (including cities), among the drone flight levels organized | ||
by the "The Public-Private Sector Conference on Improving the Environment for UAVs" | ||
dated April 28, 2016. | ||
2 | The "Levels 1, 2, and 3" refers to the drone flight levels organized by the "The Public- | |
Private Sector Conference on Improving the Environment for UAVs" dated April 28, |
2016. The "Level 1" refers to visual flight with manual control, the "Level 2" refers to visual flight, and the "Level 3" refers to beyond-visual-line-of-sight flight in unpopulated areas.
Under these circumstances, ACSL has been developing medium-sized delivery drones as one of the application-specific drones in accordance with its Medium-Term Management Direction "ACSL Accelerate. At present, in order to commercialize medium logistics drones compatible with the "Level 4", ACSL is conducting demonstration tests at the "Level 3" and promoting product planning for a new drone based on feedback from such demonstration tests.
In addition, Japan Post, a group company of the Scheduled Subscriber, takes a crucial role in people's life as a social infrastructure provider, with its nationwide network of post offices and logistics.
In the "JP Vision 2025", formulated by the Japan Post Group on May 14, 2021, Japan Post Group aims to promote investment in the Group's DX (Digital Transformation) and operational reforms (IT, facilities and equipment). To that end, Japan Post Group is setting goals such as (i) provision of delivery services that can survive the highly competitive package delivery market by taking advantage of the difference in speed between data and goods caused by full digitalization and leveraging data Japan Post Group has (including receiver data), and (ii) establishment of a system that makes it easier for customers to send and receive packages by boosting operational efficiency based on digitalized data.
In this context, in order to improve the ease of receiving packages by customers, Japan Post Group will continue to incorporate automated delivery using autonomous vehicles, delivery robots, and drones from fiscal year 2021 onward as part of the utilization of the latest technologies to create a more sophisticated transport and delivery network as a measure for new growth.
ACSL and Japan Post have successfully conducted a transport demonstration between post offices at the "Level 3" in November 2018 by mutually utilizing ACSL's proprietary autonomous control technology and know-how related to customizing
drones to operate in real environments, and Japan Post's know-how related to postal
and logistics networks. In addition, in March 2020, ACSL has successfully conducted a demonstration experiment of using drones to deliver mail to private homes.
Japan Post has been actively involved in drone activities for logistics and delivery with the aim of improving transport efficiency and curbing labor costs in mountainous and depopulated areas where population decline is accelerating. ACSL and Japan Post have mutually collaborated as pioneers in the pursuit of cutting-edge robotics technology and in the reform of social infrastructures, such as the drone market.
With the realization of the "Level 4" impending, ACSL has come to a conclusion that in order to respond to creation and expansion of new markets, it is important to further
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accelerate the development of medium-sized delivery drones and establishment of production, sales and operation system for mass production based on the "Level 4" technology. ACSL has been actively considering the utilization of drones as a new means of logistics and delivery, and with the aim of promoting the social implementation of drone logistics and expanding the drone market by further strengthening cooperation with the Japan Post Group, which ACSL has collaborated and conducted demonstration experiments. With the view to enter into a business alliance agreement with the Japan Post Group, ACSL approached Japan Post Capital regarding the Third-Party Allotment in April 2021, and started discussions and negotiations in the same month. Following repeated discussions between ACSL and Japan Post Capital, ACSL and Japan Post Capital concluded that, enhancing of cooperation between ACSL and the Japan Post Group further would lead to the early realization of the development and production of drones compatible with the "Level 4" and associated systems for ACSL, and would enable to improve the efficiency and diversification of its postal and logistics functions for Japan Post Group. Accordingly, ACSL, Japan Post and Japan Post Group concluded Capital and Business Alliance Agreements with the view to enhance the corporate value of both company groups through the practical use of drone delivery, maximizing synergy effects by leveraging management resources and strengths, and driving innovation in the logistics business in Japan. Furthermore, ACSL selected Japan Post Capital as the Scheduled Subscriber of the Third-Party Allotment.
The outline of this Business Alliance agreement is as follows.
- (i) Alliance for the development and production of drones and associated systems that are capable of handling all of Japan Post's logistics operations and have safety features that do not depend on the piloting proficiency of post office employees.
- Establishment of logistics systems and operational procedure which use drones and associated systems, and alliances for the practical implementation of such logistics.
- Development and provision of a drone system that enable efficient postal and logistics operations to Japan Post.
- Formation of team to perform all transportation services for Japan Post and further promotion of the practical application of drone delivery with Japan Post and that team.
- Establishment of a cooperative framework for acquiring various certifications related to drones.
- Prompt establishment of the Alliance Consultative Committee after the execution of the Business Alliance Agreement to hold discussions in good faith on specific initiatives of the Business Alliance and other matters agreed upon by all parties, and to confirm and verify the status of the Business Alliance.
- Other operations which to be determined separately through consultation between ACSL and Japan Post.
In addition, in the Capital Alliance Agreement, ACSL and the Scheduled Subscriber have agreed that (1) ACSL will use the proceeds paid by the Scheduled Subscriber under the Capital Alliance Agreement only for the purpose of executing the Capital and Business Alliances, (2) the Scheduled Subscriber will not acquire additional shares in ACSL after the date of payment without the prior written consent of ACSL, and (3) a third party designated by ACLS will be granted a right of first refusal if the Scheduled Subscriber intends to transfer ACSL's shares.
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2. Overview of the counterparties to the Capital and Business Alliance Agreements
- Counterparties to the Capital and Business Alliance Agreements
(Japan Post Capital)
(1) | Name | Japan Post Capital Co., Ltd. | ||||
(2) | Address | 2-3-1 Otemachi, Chiyoda-ku, Tokyo | ||||
(3) | Title/Name of | President Taneki Ono | ||||
Representative | ||||||
(4) | 1.Investment business | |||||
Description of | 2.Consulting of management and finance | |||||
Businesses | 3.All business supplemental or related to each of the | |||||
above items | ||||||
(5) | Capital stock | 1,500 million yen | ||||
(6) | Date of Incorporation | November 1, 2017 | ||||
(7) | Fiscal year end | March 31 | ||||
(8) | Major shareholders | |||||
and percentage of | Japan Post Holdings Co., Ltd. 100% | |||||
equity ownership | ||||||
(9) | Relationship with the | |||||
Company | ||||||
Capital relationship | Not applicable | |||||
Personnel | Not applicable | |||||
Relationship | ||||||
ACSL and Japan Post which is a group company of | ||||||
Business relationship | the Scheduled Subscriber have conducted transport | |||||
demonstrations of logistics drones. | ||||||
Whether such person | ||||||
falls within a related | Not applicable | |||||
party of the Company | ||||||
(10) | Consolidated Operating Results and Financial Position for the Last 3 Years | |||||
(Unit: million yen) | ||||||
Fiscal year | Year ended | Year ended | Year ended | |||
March 31, 2018 | March 31, 2019 | March 31, 2020 | ||||
Net assets | 3,989 | 5,300 | 4,290 | |||
Total assets | 7,030 | 15,492 | 22,050 | |||
Revenues | 0 | 6 | 2,098 | |||
Operating income | (101) | (486) | 113 | |||
Ordinary income | (101) | (495) | 100 | |||
(Note) 1 | As of March 31, 2021 |
- Parts of the overview (the number of issued shares and the number of employees) and parts of Operating Results and Financial Position (net income, net assets per share, net income per share, and dividends per share) shall remain undisclosed according to the intention of the Scheduled Subscriber.
-
The stocks of Japan Post Holdings Co., Ltd, which is the parent company of Japan Post Capital, the Scheduled Subscriber, is listed on the First Section of the Tokyo Stock Exchange, Inc (hereafter the "Tokyo Stock Exchange"), and also expressed "Basic
Concept for Eliminating Anti-Social Forces and Status of Development" in the "Report on Corporate Governance" submitted by Japan Post Holdings Co. to the Tokyo Stock
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Exchange. Japan Post Holdings Co., also established basic policy of eliminating AntiSocial Forces in the "Japan Post Group Charter of Corporate Conduct" which sets forth the basic code of conduct for each company in the Japan Post Group and each individual working therein and ACSL has confirmed that the Scheduled Subscriber ban relations with anti-social forces resolutely. Based on the above, ACSL has determined that the Scheduled Subscriber, its officers and major shareholders have nothing to do with antisocial forces, and has submitted a confirmation letter to the Tokyo Stock Exchange to that effect.
- Counterparty to the Business Alliance Agreement (Japan Post)
(1) | Name | Japan Post Co., Ltd. | ||||
(2) | Address | 2-3-1 Otemachi, Chiyoda-ku, Tokyo | ||||
(3) | Title/Name of | President and CEO Kazuhide Kinugawa | ||||
Representative | ||||||
(4) | Postal business, bank counter business, insurance | |||||
counter business, stamp sales, contract business from | ||||||
Description of | local public organizations, bank business other than the | |||||
above, life insurance and non-life insurance agency | ||||||
Businesses | ||||||
services, domestic / international logistics business, | ||||||
logistics business, real estate business, product sales, | ||||||
etc. | ||||||
(5) | Capital stock | 400 billion yen | ||||
(6) | Date of | October 1, 2007 | ||||
Incorporation | ||||||
(7) | Number of issued | 10,000,000 | ||||
shares | ||||||
(8) | Fiscal year end | March 31 | ||||
(9) | Number of | 193,257 | ||||
employees | ||||||
(10) | Major shareholders | |||||
and shareholding | Japan Post Holdings Co., Ltd. 100% | |||||
ratios | ||||||
(11) | Relationships | |||||
between parties | ||||||
Capital relationship | Not applicable | |||||
Personnel | Not applicable | |||||
Business relationship | ACSL and Japan | Post have conducted transport | ||||
demonstrations of logistics drones. | ||||||
Applicability to | Not applicable | |||||
related parties | ||||||
(12) | Business and financial performances for the most recent three years | |||||
(Unit: million JPY, unless otherwise noted) | ||||||
Fiscal year | Year ended | Year ended | Year ended | |||
March 31, 2018 | March 31, 2019 | March 31, 2020 | ||||
Consolidated net assets | 831,253 | 915,130 | 855,378 | |||
Consolidated total assets | 5,098,926 | 5,182,809 | 5,179,414 | |||
Consolidated net assets per | 82,784.72 | 90,204.47 | 84,554.72 | |||
share (yen) | ||||||
Consolidated revenues | 3,881,943 | 3,960,669 | 3,839,318 | |||
Consolidated operating income | 86,564 | 182,021 | 179,034 | |||
Consolidated ordinary | 85,459 | 179,865 | 168,111 | |||
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