Casio Computer Co., Ltd. TSE:6952
Casio Computer : Announces Business Succession to Subsidiary through Company Split (Simplified Absorption-Type Split) and Transfer of Shares of Subsidiary【PDF】
Source: MarketScreener
February 25, 2025 | |
Company: | Casio Computer Co., Ltd. |
Representative: | MASUDA Yuichi |
Representative Director, President, and CEO | |
Stock code: | 6952 (TSE Prime) |
Casio Announces Business Succession to Subsidiary through Company Split (Simplified
Absorption-Type Split) and Transfer of Shares of Subsidiary
Casio Computer Co., Ltd. announced today that the Company resolved at the Board of Directors meeting held today to transfer the rights and obligations of the Company's business that provides sales management and business support systems to small- and medium-sized businesses (hereafter, the "SMB business") to Casio Human Systems Co., Ltd. (hereafter, "CHS"), a consolidated subsidiary of the Company that operates the human resources (HR) business, by way of an absorption-type company split (hereafter, the "company split"), and to transfer all of the shares in CHS to CS Holdings Co., Ltd. (hereafter, "CS Holdings"), which receives investments from funds managed and operated by JAFCO Group Co., Ltd. (JAFCO BO7 Investment Limited Partnership and JAFCO SV7-S Investment Limited Partnership; hereafter collectively referred to as "JAFCO"). The two companies accordingly concluded a share transfer agreement today.
Please note that, as this company split is a simple absorption-type split between the Company and its wholly- owned subsidiary, some of the disclosure items and details have been omitted.
I. Background and purpose of the company split and share transfer
Since the HR business operated by CHS began offering services in 1990, it has provided solutions to support corporate HR operations, such as the HR integration system ADPS and the human resources management system Hito-Compass, and it boasts a large customer base. In addition, the SMB business has been providing solutions such as the sales management system Rakuichi for small- and medium-sized businesses for over 30 years, with a cumulative sales record of over 110,000 units. Both businesses have long earned a high degree of trust from customers and built up impressive brand power.
After carefully reviewing the Group's medium- to long-term portfolio, the Company decided to enter into a strategic partnership with JAFCO with the aim of achieving the continued development of its HR and SMB businesses. Serving as a partner that can reinforce competitiveness by proactively investing resources and produce synergistic effects, JAFCO has a strong track record of venture capital investments and buyout that can be expected to generate business synergies with its portfolio companies.
After the SMB business is transferred to CHS through an absorption-type company split, all of CHS's outstanding
shares will be transferred to CS Holdings. After this share transfer, 20% of the CS Holdings shares, of which 100% are currently held by JAFCO, will be acquired from JAFCO through a share transfer, so that ultimately the Company will indirectly own 20% of CHS shares.
Ⅱ. Company Split
1. Summary of the company split
-
Schedule for Company Split
Date of resolution by the Board of Directors: February 25, 2025
Date of execution of the absorption-type company split agreement: February 25, 2025
Effective date: June 1, 2025 (tentative)
(Note) As this company split is a simplified absorption-type split as stipulated in Article 784, Paragraph 2 of the Companies Act in the case of the Company and a summary absorption-type split as stipulated in Article 796, Paragraph 1 of the Companies Act in the case of CHS, approval at general meetings of shareholders for the absorption-type split agreement will be omitted in both cases.
- Method of the company split
This is an absorption-type company split (simple company split) in which the Company is the splitting company and CHS is the successor company.
(3) Details of the allocation related to this company split
The Company owns all of the shares of the successor company, and there will be no new allocation of shares as a result of this absorption-type company split.
-
Handling of stock acquisition rights and corporate bonds with stock acquisition rights in connection with the company split
Not applicable. - Increase or decrease in capital due to the company split
There will be no change in capital due to the company split.
(6) Rights and obligations to be succeeded to by the successor company
CHS will succeed to the rights and obligations based on the assets, liabilities and contractual status of the Company's SMB business on the effective date of the company split, as stipulated in the absorption-type company split agreement.
(7) Prospect of fulfillment of obligations
The Company has not identified any circumstances that would hinder the successor company from fulfilling its obligations.
2. Overview of the companies involved in the company split
Company to be split | Succeeding company | ||
(1) | Name | Casio Computer Co., Ltd. | Casio Human Systems Co., Ltd. |
(2) | Location | 1-6-2 Hon-machi, Shibuya-ku, | 1-6-2 Hon-machi, Shibuya-ku, |
Tokyo, Japan | Tokyo, Japan | ||
(3) | Job title/Name of | MASUDA Yuichi | FUJII Shigenori |
representative | Representative Director, President, | Representative Director and | |
and CEO | President | ||
(4) | Description of business | Manufacture and sale of timepieces, | Planning, development and sales of |
electronic dictionaries, calculators, | human resource management | ||
electronic musical instruments, etc. | systems; planning, development | ||
and sales of health insurance | |||
association systems; system | |||
development on consignment and | |||
maintenance and operational | |||
support | |||
(5) | Capital | 48,592 million yen | 310 million yen |
(6) | Date of establishment | June 1, 1957 | October 1, 2009 |
(7) | Number of shares | 237,720,914 shares | 620,000 shares |
outstanding | |||
(8) | Fiscal year end | March 31 | March 31 |
(9) | Major shareholders and their | The Master Trust Bank of Japan, Ltd. | Casio Computer Co., Ltd. |
shareholding ratios | 20.06% | 100.00% | |
Custody Bank of Japan, Ltd. | (as of the date submitted) | ||
12.55% | |||
SMBC Trust Bank Ltd. | |||
6.39% | |||
Nippon Life Insurance Company | |||
5.69% | |||
MUFG Bank, Ltd. | |||
1.80% | |||
(As of September 30, 2024) | |||
(10) Financial status and operating results for the previous fiscal year | |||
Fiscal year ended March 2024 | Fiscal year ended March 2024 | ||
(consolidated) | (non-consolidated) | ||
Net assets | 231,153 million yen | 1,066 million yen | |
Total assets | 349,895 million yen | 2,043 million yen | |
Net assets per share | 997.27 yen | 1,719.16 yen | |
Net sales | 268,828 million yen | 3,605 million yen | |
Operating profit | 14,208 million yen | 601 million yen | |
Ordinary profit | 17,920 million yen | 620 million yen | |
Profit attributable to owners of | 11,909 million yen | 418 million yen |
parent or net profit | ||
Basic earnings per share | 50.91 yen | 674.58 yen |
3. Overview of the business to be split
- Description of business
Planning, development, sale and maintenance of sales management and management support systems for small- and medium-sized companies (SMB business)
- Business results
Sales for the fiscal year immediately preceding for the SMB business that is to be split (fiscal year ended March 2024) totaled about 2.8 billion yen.
(3) Assets and liabilities to be split and amounts (as of September 30, 2024)
Assets | Liabilities | ||||
Item | Book value | Item | Book value | ||
Current assets | 1,611 million yen | Current liabilities | 1,569 million yen | ||
Non-current assets | 402 million yen | Non-current liabilities | 1 million yen | ||
Total | 2,013 million yen | Total | 1,570 million yen | ||
(Note) The actual amount to be split will be the above amounts adjusted for any changes that may arise by the effective date.
4. Status after company split
There will be no change to the names, locations, representative titles or names, business details (excluding the business subject to the company split), capital or fiscal year of the Company or CHS after the company split.
Ⅲ. Share transfer
1. Overview of the subsidiary to be transferred
Please refer to the successor company described in "II-2. Overview of the companies involved in the company split."
2. Overview of the company to which the shares will be transferred
(1) | Company name | CS Holdings Co., Ltd. | |
(2) | Head office address | 1-23-1 Toranomon, Minato-ku, Tokyo, Japan (within JAFCO Group | |
Co., Ltd.) | |||
(3) | Representative | TANAKA Hisanori, Representative Director | |
(4) | Description of business | 1. | Acquisition and holding of securities |
2. | Consulting, control and management of the business activities of the | ||
relevant company by holding company shares | |||
(5) | Capital | 1 yen | |
(6) | Date established | February 13, 2025 | |
(7) | Total capital | 1 yen | |
(8) | Total assets | 1 yen | |
(9) | Major shareholders and their | JAFCO BO7 Investment Limited Partnership | |
shareholding ratios | 100% | ||
(10) Relationship between the listed | Capital relationship | NA | |
company and the company in | |||
Personal relationship | NA | ||
question | |||
Business relationship | NA | ||
Status as a related party | NA | ||
3. Number of shares transferred, transfer price and status of shares held before and after transfer
(1) | Number of shares held before | 620,000 shares |
transfer | ||
(2) | Number of shares to be | 620,000 shares |
transferred | ||
(3) | Number of shares held after | None |
transfer | ||
(Note)The transfer price will not be disclosed at the request of the transferee. Furthermore, after the transfer of these shares, the Company plans to acquire 20% of the shares of CS Holdings Corporation, which is 100% owned by JAFCO, from JAFCO through a share transfer, and will ultimately indirectly hold 20% of the shares of CHS.
4. Schedule for the share transfer
Date of conclusion of the share transfer agreement: February 25, 2025
Date of execution of the share transfer: June 1, 2025 (tentative)
Ⅳ. Outlook
The impact of the company split and share transfer on business performance will be closely examined, and any matters that require disclosure will be promptly disclosed.