Stanley Electric Co., Ltd. TSE:6923
Stanley Electric : Notice of a Merger of a Consolidated Subsidiary by Absorption
Source: MarketScreener
September 26, 2024
To whom it may concern
Company name: Stanley Electric Co., Ltd.
Representative: Yasuaki Kaizumi, President and Representative Director Securities code: 6923 (TSE Prime Market)
Contact: Akihiko Hanya, General Manager, IR Department Phone: +81 3 6866 2207
Notice of a Merger of a Consolidated Subsidiary by Absorption (Simplified and Abbreviated Merger)
Stanley Electric Co., Ltd. (the "Company") announces that it has resolved at its board of directors meeting held on September 26, 2024 to merge and absorb its consolidated subsidiary Stanley Tsuruoka Works Co., Ltd. ("Tsuruoka Works"), effective April 1, 2025 (the "Merger"). Because the Merger will be an absorption-type merger of a wholly-owned subsidiary, some items and details have been omitted from disclosure.
1. Purpose of the Merger
The Company will merge and absorb Tsuruoka Works as part of efforts to reorganize Stanley Group's LED business. The aim is to use management resources more effectively and make organization management more efficient. In addition, the Company will advance its production innovation initiative "SNAP" in an integrated manner to become more cost-competitive. The Company will continue the production of LEDs currently undertaken by Tsuruoka Works.
2. Summary of the Merger
(1) Merger schedule
Date of Board of Directors' resolution | September 26, 2024 |
Date of conclusion of the merger agreement | February 27, 2025 (tentative) |
Scheduled merger date (effective date) | April 1, 2025 (tentative) |
(Note) The merger is a simplified merger provided in Article 796, Paragraph 2 of the Companies Act for the Company, and an abbreviated merger provided in Article 784, Paragraph 1 of the same Act for Tsuruoka Works. Therefore, the merger will be carried out without obtaining the approval for the merger agreement at a general meeting of shareholders of each party.
(2) Merger method
Stanley Tsuruoka Works Co., Ltd. will be dissolved through an absorption-type merger in which the Company will be the surviving company.
(3) Details of merger-related allocation
The Merger will involve no allotment of shares, cash payments, etc.
- Treatment of share options or bonds with share options in the merger Not applicable
3. Outline of the companies involved in the merger
Surviving company | Absorbed company | |||||||
(1) | Company name | Stanley Electric Co., Ltd. | Stanley Tsuruoka Works Co., | |||||
Ltd. | ||||||||
(2) | Location | 2-9-13 Nakameguro, Meguro-ku, Tokyo, Japan | 45 aza-Otsubo, Watamae, | |||||
Tsuruoka-shi,Yamagata, Japan | ||||||||
(3) | Name and title of | Yasuaki Kaizumi, President and Representative | Mitsuaki Misugi, President | |||||
representative | Director | Director | ||||||
(4) | Automotive Equipment Business | Electronic Components | ||||||
Business description | Electronic Components Business | |||||||
Business | ||||||||
Applied Electronic Products Business | ||||||||
(5) | Capital | 30,514 million yen | 2,100 million yen | |||||
(6) | Establishment date | May 5, 1933 | August 1, 1970 | |||||
(7) | Shares issued | 167,500,000 shares | 4,200,000 shares | |||||
(8) | Fiscal year-end | March 31 | March 31 | |||||
(9) | Major shareholders and | The Master Trust Bank of Japan, Ltd. | 12.91% | Stanley Electric Co., Ltd. | ||||
Honda Motor Co., Ltd. | 10.43% | |||||||
equity ownership | 100.00% | |||||||
Custody Bank of Japan, Ltd. | 5.48% | |||||||
(10) The financial position and operating results of the immediately preceding business year | ||||||||
Fiscal year | Year ended March 2024 | Year ended March 2024 | ||||||
(non-consolidated) | (non-consolidated) | |||||||
Net assets | 252,634 million yen | 8,763million yen | ||||||
Total assets | 329,003 million yen | 13,441million yen | ||||||
Net assets per share (yen) | 1,572.80 yen | 2,086.55 yen | ||||||
Net sales | 173,193 million yen | 16,999 million yen | ||||||
Operating income | 2,895 million yen | 439 million yen | ||||||
Ordinary income | 17,306 million yen | 562 million yen | ||||||
Net income | 18,947 million yen | 340 million yen | ||||||
Net income per share (yen) | 116.13 yen | 81.04 yen | ||||||
4. Post-merger status
There will be no changes to the Company's name, head office location, representative, business description, capital, and fiscal year-end resulting from the Merger.
5. Future outlook
Since the Merger is with a wholly owned subsidiary, its impact on the Company's consolidated business results will be minimal.