December 24, 2021

For Immediate Release

Company name:

Ahresty Corporation

President & CEO:

Arata Takahashi

(Security code: 5852, First Section of the Tokyo Stock Exchange)

Contact for inquiries:

Hideki Nariya, Executive Officer, General

Manager, Management Planning

Department

(Telephone: +81-3-6369-8664)

Notice on Reorganization in the Ahresty Group (Merger with a Consolidated Subsidiary)

Ahresty Corporation (hereinafter, "the Company") hereby announces that a reorganization within the Ahresty Group (hereinafter, "the Group") was resolved at its Board of Directors' meeting held today as described below.

Since this is a simplified merger of a wholly-owned subsidiary, some of the matters for disclosure are omitted.

  1. Purpose of the Merger
    The Ahresty Group decided to implement a reorganization within the Group with the aim of improving the corporate value of the entire Group. This reorganization is a merger between the Company and Ahresty Pretech Corporation, a wholly-owned subsidiary, engaged in light metal processing. The purposes of the reorganization include the construction of a system covering all stages from casting to processing at the Company's Tokai Plant; further cost reduction and improvement of productivity by unifying the business operation and sharing know-how; and the realization of more efficient organizational operations by unifying the management resources.
  2. Summary of the Merger
    1. Schedule

Date of the resolution by the Board of Directors (of each company): December 24, 2021

Conclusion of the merger agreement:

December 24, 2021

Effective date of the merger agreement:

April 1, 2022

Note: For this merger, the Company will follow the procedure of a simplified merger pursuant to the provision of Article 796 (2) of the Companies Act, and Ahresty Pretech Corporation will follow the procedure of a short-form merger pursuant to the provision of Article 784

    1. of the Companies Act. Therefore, both companies will implement the merger without obtaining approval at the shareholders' meeting.
  1. Type of merger
    This will be an absorption-type merger by the Company as the surviving company, and Ahresty Pretech Corporation as the absorbed companies.
  1. Allotment of shares associated with the merger
    Since the Company owns all shares of Ahresty Pretech Corporation, there will be no consideration provided due to this merger.
  2. Handling of share warrants and bonds with share warrants associated with this merger Not applicable.

3. Overview of the Companies Involved in the Merger

(As of December 24, 2021 unless otherwise specified)

Surviving company

Absorbed company

Name

Ahresty Corporation

Ahresty Pretech Corporation

Location

1-2 Nakabara, Mitsuya-cho, Toyohashi-

3-8-38 Takaokahigashi, Naka-ku,

shi, Aichi, 441-3114, Japan

Hamamatsu-shi, Shizuoka 433-

8117, Japan

Name and title of

Arata Takahashi, President & CEO

Shinichi Gamou, President

representative

Business activities

Manufacturing of die cast products,

Machining of die cast products

aluminum alloy ingots, raised floor panels

and parts assembling

and die cast peripheral devices

Common stock

6,964 million yen

100 million yen

Date of foundation

November 1943

April 1962

Number of shares

26,076,717

200,000

outstanding

Fiscal year end

March 31

March 31

Major shareholders

The Master Trust Bank of Japan, Ltd.

Ahresty Corporation

and their ownership

(Trust Account)

11.2%

100%

ratio

Arata Takahashi

4.0%

INTERACTIVE BROKERS LLC

3.7%

BNP PARIBAS SECURITIES SERVICES

LUXEMBOURG/ JASDEC/ACCT BP2S

DUBLIN CLIENTS-AIFM

3.5%

Ahresty Client Stock Ownership

Association

3.0%

Custody Bank of Japan, Ltd. (Trust

Account)

2.7%

Ahresty Employee Stock Ownership

Association

2.7%

Nippon Light Metal Company, Ltd.

2.5%

Suzuki Motor Corporation

2.1%

Mizuho Bank, Ltd.

2.1%

MUFG Bank, Ltd.

2.1%

(as of September 30, 2021)

  1. Conditions after the Merger
    After this merger, there will be no change in the surviving company's name, location, name and title of representative, business activities, common stock and fiscal year end.
    The business site of Ahresty Pretech Corporation will continue operations as a business site of the Company's Tokai Plant.
  2. Future Outlook
    1. Impact on the financial results for the current fiscal year ending March 2022
      Since the current fiscal year ends before the effective date of the merger (April 1, 2022), the merger will have no impact on the consolidated and non-consolidated financial results.
    2. Impact on the financial results for the next fiscal year ending March 2023
      On the effective date of the merger (April 1, 2022), it is expected that extraordinary gains (Gain on extinguishment of tie-in shares) will be recorded in the non-consolidated business activity. We will disclose the amount of impact as soon as it is fixed. It should be noted that there will be a minor impact on the consolidated financial results as the merger is conducted with a wholly- owned subsidiary.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

AHRESTY Corporation published this content on 17 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 January 2022 08:54:07 UTC.