November 15, 2021
For Immediate Release
Company: OPTEX GROUP CO., LTD.
Representative: Isamu Oguni, President & CEO
(TSE 1st Section: 6914)
Inquiries: Iwao Shimokawa, General Affairs Division Manager
Telephone: +81-77-527-9861
Notice of Acquisition of Shares of MITSUTEC CO., LTD. (Making it a Subsidiary) and
Personnel Change
OPTEX GROUP CO., LTD. (hereinafter "the Company") hereby announces that at a meeting held today, the Company's Board of Directors passed a resolution to conclude a share transfer agreement for acquiring all outstanding shares of MITSUTEC CO., LTD. (hereinafter "MITSUTEC") and converting MITSUTEC into the Company's subsidiary. Details are as follows.
1. Reasons for share acquisition
The Company and its consolidated subsidiaries (hereinafter "the Group") have been working together to expand viewing technologies, including those for monitoring changes and conditions, examining the invisible, and making observations and judgments, to make valuable proposals to diversifying customers, and to develop new solutions, by introducing telecommunications, lighting, image processing and other elemental technologies, in addition to sensing technologies.
MITSUTEC, on the other hand, plans, develops, manufactures, and sells image processing inspection equipment for a range of industrial fields and contributes to quality improvement at manufacturing sites using its advanced technology.
Since its founding, MITSUTEC has also been working on secondary cell battery manufacturing equipment and, as a system integrator in factory automation, applies its advanced mechatronics technology and image processing technology to battery manufacturing equipment and other products indispensable to a carbon-neutral society.
In addition, MITSUTEC has been improving its devices in recent years, to support IoT, the function of traceability management, and responses to artificial intelligence (AI) technology.
The Company plans to combine the technical and production capabilities of the OPTEX Group and MITSUTEC, and provide its customers with total solutions, from advanced control and measurement terminals to the development of devices and manufacturing lines in the factory automation market, in order to develop businesses in fields offering growth potential, thereby raising the corporate value of the Group.
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2. Overview of the relevant subsidiary
(1) Name | MITSUTEC CO., LTD. | |||||||
(2) | Location | 134-1 Nakamura, Awaji, Hyogo | ||||||
(3) | Name | and | title | of | Hisanao Mitsu, Representative Director and President | |||
representative | Chikuma Mitsu, Representative Director | |||||||
(4) | Business | Planning, development, manufacturing, sale, and maintenance of image | ||||||
processing inspection equipment and automation machinery | ||||||||
(5) | Capital | 50 million yen | ||||||
(6) | Establishment | October 2, 1987 | ||||||
(7) | Major | shareholder | and | Hisanao Mitsu, 600 shares (100%) | ||||
shareholding ratio | ||||||||
(8) | Relationships | between | the | The Company has no capital, personal or business relationship with the | ||||
listed company and the relevant | relevant company. | |||||||
company | The relevant company does not correspond to a party related to the | |||||||
Company. | ||||||||
(9) The relevant company's financial results and financial position for the last three years | ||||||||
Accounting period | FY ended March 2019 | FY ended March 2020 | FY ended March 2021 | |||||
Net assets | 3,377 million yen | 3,415 million yen | 3,391 million yen | |||||
Total assets | 3,979 million yen | 3,593 million yen | 3,888 million yen | |||||
Net assets per share | 3,752,387 yen | 3,795,541 yen | 3,768,111 yen | |||||
Net sales | 2,442 million yen | 2,050 million yen | 2,112 million yen | |||||
Operating profit | 195 million yen | 19 million yen | -241 million yen | |||||
Ordinary profit | 275 million yen | 47 million yen | -64 million yen | |||||
Net income | 209 million yen | 46 million yen | -20 million yen | |||||
Earnings per share | 232,542 yen | 51,487 yen | -23,264 yen | |||||
Dividend per share | 25,000 yen | 12,500 yen | - | |||||
3. Overview of the sellers of the shares
(1) Name | Hisanao Mitsu | |||
(2) | Address | Awaji, Hyogo | ||
(3) | Relationship | between | the | Not applicable. |
listed company | and | the | ||
concerned individual | ||||
4. Number of shares to be acquired and the state of share ownership before and after the acquisition
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(1) Number of shares held | 0 shares | |
before the change | (Number of voting rights: | 0 rights) |
(Percentage of voting rights: 0%) | ||
(2) Number of shares to be | 600 shares | |
acquired | ||
(3) Number of shares held after | 600 shares | |
the change | (Number of voting rights: | 600 rights) |
(Percentage of voting rights: 100%) | ||
5. Acquisition value
The Company refrains from disclosing the share acquisition value by mutual agreement with theother party. The parties decided on the acquisition value by properly exercising due diligence and calculating a reasonable amount in mutual consultation.
6. Schedule
Date of resolution by the Board of Directors: November 15, 2021
Share transfer agreement conclusion date: November 15, 2021
Share acquisition execution date: November 30, 2021 (plan)
7． Personnel change at MITSUTEC (as of November 30, 2021)
Title | Name | Concurrent Position | |
Representative Director | and | Akira Higashi | Director, OPTEX GROUP CO., LTD. (in |
President | charge of strategies) | ||
Director, Sanritz Automation Co., Ltd. | |||
Director, Three Ace Co., Ltd. |
- The above personnel change will be officially finalized upon the approval of the extraordinary general meeting of shareholders of MITSUTEC to be held on November 30, 2021.
8． Outlook
The impact of this share acquisition on the consolidated financial results of the Company for the fiscal year ending December 31, 2021, will be negligible. The Company is now closely examining the effects this action may have on its consolidated financial results for the fiscal year ending December 31, 2022. The Company will promptly disclose any matter required to be disclosed in the future.
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References: Consolidated earnings forecasts for the fiscal year ending December 31, 2021 (announced on July 13, 2021) and consolidated financial results for the fiscal year ended December 31, 2020
(Million yen) | |||||
Consolidated net | Consolidated | Consolidated | Profit attributable to | ||
sales | operating profit | ordinary profit | owners of parent | ||
Consolidated earnings | |||||
forecasts for the FY | 45,000 | 4,500 | 4,800 | 3,350 | |
ending Dec. 31, 2021 | |||||
Consolidated financial | |||||
results for the FY | 34,846 | 2,098 | 2,176 | 1,395 | |
ended Dec. 31, 2020 | |||||
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