June 24, 2022 | |
Company: | FINDEX Inc |
Representative: | Teruo Aibara, President & CEO |
(Stock code: 3649, TSE Prime) | |
Contact: | Atsushi Fujita |
Director and Head of Administration | |
(TEL: +81-89-947-3388) |
Notice of Change in a Consolidated Subsidiary
FINDEX Inc. (the "Company") has been notified of the exercise of stock options (stock acquisition rights) by directors and employees of its consolidated subsidiary, EMC Healthcare Co., Ltd. ("EMCH").
As a result, the Company's shareholding ratio of EMCH will be decreased, and the Company has confirmed that EMCH will be excluded from its consolidated subsidiaries and become an equity method affiliate of the Company.
Even after EMCH becomes an equity-method affiliate, we are committed to working with EMCH as its shareholder to enhance its corporate value.
1. Overview of consolidated subsidiary to be changed
(1) | Company name | EMC Healthcare Co., Ltd. | ||||||||
(2) | Location | Kioi Royalheights 601, 3-29Kioi-choChiyoda-ku Tokyo | ||||||||
(3) | Representative & tittle | Yoshito Date, President & CEO | ||||||||
(4) | Business | Development, sales, consulting, etc. of digital transformation services in | ||||||||
the healthcare field | ||||||||||
(5) | Capital | 5 million yen | ||||||||
(6) | Establishment | February 14, 2017 | ||||||||
FINDEX Inc. 53.8% | ||||||||||
(7) | Major shareholders | Eagle Matrix Co., Ltd. | 43.6% | |||||||
Directors and employees of EMCH | 2.6% | |||||||||
Capital | The Company owns 53.8% of the outstanding shares of | |||||||||
EMCH. | ||||||||||
Personnel | There is a personal relationship such as dispatching a | |||||||||
director. | ||||||||||
(8) | Relationship between the | Business | There are transactions between the Company and EMCH | |||||||
company and EMCH | related to the supply of information system services to the | |||||||||
Transaction | ||||||||||
Company's customers and the development and | ||||||||||
maintenance of medical equipment. | ||||||||||
Financial | The company has underwritten a 100 million yen straight | |||||||||
bond issued by EMCH. | ||||||||||
(9) | Recent three-year performance and financial status | (JPY in Thousands) | ||||||||
Fiscal year | 2019 | 2020 | 2021 | |||||||
Net assets | (136,766) | (8,724) | (69,846) | |||||||
Total assets | 72,486 | 118,508 | 70,866 | |||||||
Net assets per share | (71,868.88) | yen | (4,584.37) yen | (36,703.12) yen | ||||||
Revenue | 65,839 | 222,562 | 57,415 | |||||||
Operating profit (loss) | (51,528) | 123,715 | (64,201) | |||||||
Ordinary profit (loss) | (51,597) | 127,819 | (61,051) | |||||||
Profit (loss) | (54,552) | 128,042 | △61,121 | |||||||
Net income (loss) per share | (28,666.42) | yen | 67,284.51 yen | (32,118.75) yen |
2. Status of the shares held by the Company before and after the exercise of the stock acquisition rights and the number of stock acquisition rights exercised by directors and employees of subsidiary
(1) | Number of shares held by the Company | 1,023 shares | |
before exercise | (Number of voting rights: 1,023） | ||
(Percentage of voting rights: 53.8%） | |||
(2) | Number of exercises | 2,289 | |
(Number of shares to be exercised: 2,289 shares） | |||
(3) | Number of shares held by the Company | 1,023shares | |
after exercise | (Number of voting rights: 1,023） | ||
(Percentage of voting rights: 24.4%） | |||
3. Schedule | |||
(1) | Date of confirmation of the intention to | June 24, 2022 | |
exercise stock options | |||
(2) | Date of exercise of stock options by | July 1, 2022 | |
directors and employees of subsidiary | |||
(3) | Date of change to equity method affiliate | July 1, 2022 | |
4. Outlook
In accordance with the exercise of stock options, EMCH will change to an equity-method affiliate effective July 1, 2022. This will improve the Company's consolidated operating income by approximately 30 million yen for the fiscal year ending December 31, 2022. The impact of this event on our performance for the fiscal year ending December 31, 2022, is expected to be minimal, but in a timely manner, we will appropriately announce any matters that should be disclosed.