Fuyo General Lease Co., Ltd. TSE:8424
Fuyo General Lease : Announcement of Acquisition of Shares of Wako Pallet Co., Ltd., a Company Specializing in the Rental and Sale of Logistics Equipment (Conversion to Consolidated Subsidiary)
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February 26 2025
5-1-1, Kojimachi, Chiyoda-ku, Tokyo Fuyo General Lease Co., Ltd. President & CEO Hiroaki Oda (Securities Code：8424, TSE Prime） Corporate Communications Office General Manager Tatsuya Yamazaki 03－5275－8891
Announcement of Acquisition of Shares of Wako Pallet Co., Ltd., a Company
Specializing in the Rental and Sale of Logistics Equipment
(Conversion to Consolidated Subsidiary)
Fuyo General Lease Co., Ltd. (hereinafter the ''Company'') and the Development Bank of Japan Inc. (hereinafter ''DBJ'') have jointly agreed to execute a share transfer agreement for transfer of shares of Wako Pallet Co., Ltd. (Headquarters: Osaka City, Osaka; President & CEO: Atsushi Kawakubo; hereinafter ''Wako Pallet'') to make it consolidated subsidiary.
1．Reason and method for acquisition of shares
Under the medium-term management plan "Fuyo Shared Value 2026," which began in fiscal 2022, the Company aims to achieve sustainable growth as a corporate group by simultaneously solving social issues and realizing economic value through the practice of CSV (Creating Shared Value). In addition, we have positioned "mobility logistics" as one of the growth drivers for concentrated investment of management resources, and are working with partners who have specialized technology and expertise in the automotive and logistics industries, we are collaborating to produce one-stop solutions in Japan and abroad in an effort to broaden our business domain and provide new value.
At the same time, Wako Pallet, a logistics equipment company with the slogan "Supporting, Creating, for the Logistics Future" offers services that help the social infrastructure of "logistics" by creating innovative products that can satisfy all client needs and creating incredibly practical rental items.
The Company and DBJ will work together to support Wako Pallet's business growth and strive to sustainably increase its corporate value through the acquisition of 51% of the outstanding shares by the Company and 49% by DBJ, as well as DBJ's extensive network and sophisticated consulting capabilities as a government-affiliated financial institution. DBJ's investment in Wako Pallet is a "specified investment operation" designed to provide growth capital on a time-limited and concentrated basis in order to promote the supply of growth capital by the private sector, strengthen corporate competitiveness, and revitalize local communities.
The government of Japan is spearheading efforts to develop logistics in response to the "2024 logistics problem," which is a labor shortage brought on by the nation's aging population and dropping birth rate. By this share acquisition, the Fuyo Lease Group will integrate its finance and solutions skills with Wako Pallet's logistics business foundation and expertise to address a range of logistics-related problems and contribute to the realization of sustainable logistics.
2．Outline of the subsidiary to be transferred (Wako Palette Co., Ltd.)
（1） | Company name | Wako Pallet Co., Ltd. | |||||||
（2） | Headquarters | PHOENIX Minami-Senba 8F, 2-1-3 Minami-Senba, Chuo-ku, | |||||||
Osaka-shi, Osaka | |||||||||
（3） | Representative Director | President & CEO: Atsushi | Kawakubo | ||||||
（4） | Business | Sales and rental of logistics equipment | |||||||
（5） | Paid-in Capital | 110 million Yen | |||||||
（6） | Established | March 1971 | |||||||
Major Shareholders and | |||||||||
（7） | Shareholding Ratio | OPI15 Corporation (100% owned by ORIX Corporation) 100% | |||||||
(Voting right basis） | |||||||||
Relationship between | Capital ties | No relevant matters. | |||||||
Personnel relations | No relevant matters. | ||||||||
（8） the listed company and | |||||||||
The Company purchases leased | |||||||||
the relevant company | Business relations | ||||||||
properties from Wako Pallet Co. Ltd. | |||||||||
（9） Operating results and financial condition of the company from the past three years | |||||||||
Fiscal year end | Dec 31 2021 | Dec 31 2022 | Dec 31 2023 | ||||||
Net assets | 20,777 million yen | 22,091 million yen | 21,570 million yen | ||||||
Total assets | 22,365 million yen | 24,609 million yen | 23,212 million yen | ||||||
Net sales | 13,129 million yen | 14,006 million yen | 15,795 million yen | ||||||
Operating income | 3,540 million yen | 3,765 million yen | 3,386 million yen | ||||||
Ordinary profit | 3,670 million yen | 3,860 million yen | 3,451 million yen | ||||||
Net income | 2,193 million yen | 3,490 million yen | 2,546 million yen | ||||||
3．Outline of the counterparty of the share acquisition | |||||||||
（1） | Company name | ORIX Corporation | |||||||
（2） | Headquarters | World Trade Center Building, SOUTH TOWER, | |||||||
2-4-1 Hamamatsu-cho, Minato-ku, Tokyo | |||||||||
（3） | Representative Director | President and Chief Operating Officer: Hidetake Takahashi | |||||||
（4） | Business | Diversified Financial Services | |||||||
（5） | Paid-in capital | 221,111 million yen | |||||||
（6） | Established | April 17, 1964 | |||||||
（7） | Net assets | 1,125,964 million yen (as of March 31,2024) | |||||||
（8） | Total assets | 5,423,609 million yen (as of March 31,2024) | |||||||
（9） | Major shareholder and | The Master Trust Bank of Japan, Ltd. (trust account) 19.21%, | |||||||
Shareholding ratio | others (as of March 31,2024) | ||||||||
Relationship between | Capital ties | No relevant matters. | |||||||
Personnel relations | No relevant matters. | ||||||||
（10） the listed company and | |||||||||
Business relations | No relevant matters. | ||||||||
the relevant company | |||||||||
Related Party Status | No relevant matters. | ||||||||
4 ． Number of shares acquired, | acquisition price and status | of shares held | before and after | ||||||
acquisition | |||||||||
Number of shares | 0 shares | ||||||||
（1） | （Number with voting rights：0） | ||||||||
held prior to change | |||||||||
（Voting rights ownership ratio：0％） | |||||||||
（2） | Shares acquired | 2,448,000 shares | |||||||
（Number with voting rights：2,448,000） | |||||||||
The Company plans to acquire the shares at a price calculated | |||||||||
（3） | Acquisition price | based on an independent third-party evaluation. This information | |||||||
will not be disclosed due to confidentiality obligations. | |||||||||
Number of shares | 2,448,000 shares | ||||||||
（4） | （Number with voting rights：2,448,000） | ||||||||
held after acquisition | |||||||||
（Voting rights ownership ratio：51.0％） | |||||||||
5．Dates
（1） | Contract date | February 26 2025 |
（2） | Date of execution of stock transfer | February 28 2025 (Planned) |
6．Future Outlook
Currently, we have not confirmed any impact on the consolidated financial results forecast for the fiscal year ending March 31, 2025 that would require a revision of the forecast at this time. We will make an announcement if there are any matters that should be disclosed in the future.