Translation
This document is an excerpt translation of the original Japanese document and is only for reference purposes.
In the event of any discrepancy between this translated document and the original Japanese document, the latter shall prevail.
June 23,2022
Company name: Japan Elevator Service Holdings Co., Ltd.
Representative: Katsushi Ishida, Representative Director CEO
(TSE Prime Market, Stock Code: 6544)
Contact: Kimihiko Imamura,
Director, Deputy President and Executive Officer, CFO
TEL: +81-3-6262-1625
Notice of reorganization of consolidated subsidiaries (Merger between wholly-owned subsidiaries)
Japan Elevator Service Holdings Co., Ltd. (the "Company'') hereby announces that it has decided today to execute an absorption-type merger of its wholly owned subsidiaries, Japan Elevator Service Jyosai Co., Ltd. ("JES Jyosai''), and Cosmo Japan Inc. ("Cosmo Japan''), JES Jyosai will be the surviving company (hereinafter referred to as "Merger").
1. Reason of Merger
As an independent maintenance company for elevators, the Company group will continue to strive to strengthen service quality and technical capabilities and improve customer satisfaction, while increasing the number of maintenance contracts with the aim of strengthening the customer base and improving productivity. In Tohoku area, we have developed new market and operated business and management with M&A group company.
Through the Merger, we will further strengthen operations, sales force, and improve technical and service quality to expand and stabilize our business. We aim to maintain and improve the competitive advantage of the group in the industry.
2. Outline of Merger
(1) Schedule
Resolution date of Board of Directors | June 23, 2022 |
Execution date of contract | June 23, 2022 |
Effective date of Merger | September 1, 2022 (Scheduled) |
(2) Method of Merger
The merger is an absorption-type merger wherein JES Jyosai will be the surviving company and Cosmo Japan will be the absorbed company and dissolved
(3) Details of allotments relating to Merger
As both companies are wholly owned subsidiary of the Company, there will be no allotment of shares nor delivery of money and other properties.
- Treatment of stock acquisition rights and bonds with stock acquisition rights relating to Merger As both companies have not issued any stock acquisition rights nor bonds with stock acquisition
rights, there will be nothing applicable.
3. Profile of companies concerned to Absorption-type Merger
Surviving Company | Absorbed Company | |||||
（1） Name | Japan | Elevator | Service Jyosai | Cosmo Japan Inc. | ||
Co., | Ltd. | |||||
（2） Description of Business | Maintenance, and repairment of | Maintenance, and | repairment | |||
elevators and escalators | of elevators and escalators | |||||
（3） Date of Establishment | January 8, 2015 | April 17, 1998 | ||||
（4） Address | Shinjuku, Shinjuku-ku, Tokyo | 3-6-12 Shirogane, Hachinohe, | ||||
Aomori | ||||||
（5） Representative | Masahiro Yamashita | Shinobu Sekine | ||||
Representative Director | Representative Director | |||||
（6） Capital | 10,000 Thousand Yen | 15,000 Thousand Yen | ||||
（7） Outstanding Shares | 200 shares | 300 shares | ||||
Major Shareholders and | Japan | Elevator | Service Holdings | Japan | Elevator | Service |
（8） | Holdings Co., Ltd. 100% | |||||
holding ratio | Co., Ltd. 100% | |||||
（9） End of Fiscal Year | March 31 | March 31 | ||||
4. Conditions after Absorption-type Merger
After Merger will be executed, there will be no change in address of registered head office, title and name of representative, capital and end of fiscal year.
5. Outlook
This transaction will not have a significant impact to the Company's guidance for consolidated financial results for this fiscal year. The Company will promptly disclose when any matters that should be announced occurs.