October 25, 2017
Company name: FANUC CORPORATION Representative: Yoshiharu Inaba, Chairman
(Stock Code: 6954, 1st Section, Tokyo Stock Exchange)
Contact: Keisuke Fujii , Manager, Public Relations Tel: (0555) 84 - 5555
Notice Regarding Absorption-Type Merger of FANUC MOLD LTD
At the Board of Directors meeting held on October 25, 2017, FANUC CORPORATION resolved to merge its wholly-owned subsidiary FANUC MOLD LTD into FANUC CORPORATION as of January 1, 2018.
Since this merger is an absorption-type simplified merger of a wholly-owned subsidiary, the disclosure of certain items and details has been omitted.
Purpose of the merger
As a part of the efforts to reorganize and streamline the production system in FANUC Group, FANUC CORPORATION decided to manufacture injection molded plastic parts by itself which FANUC MOLD LTD has been manufacturing.
Summary of the merger
Schedule
October 25, 2017 Resolved by the Board of Directors Meeting for the Merger October 25, 2017 Conclusion date of the Merger Agreement
January 1, 2018(planned) Effective date of the Merger
(Note) The approval of the resolutions by the shareholders of FANUC CORPORATION and FANUC MOLD LTD are not necessary for the merger, because FANUC CORPORATION will use the simplified merger procedure prescribed in Paragraph 2 of Article 796 of the Companies Act and FANUC MOLD LTD will use the short form merger procedure prescribed in Paragraph 1 of Article 784 of the Companies Act.
Method of merger
The method of the merger is an absorption-type company merger between FANUC CORPORATION (as the surviving company) and FANUC MOLD LTD (as the absorbed company). FANUC MOLD LTD will be dissolved.
Allocations for the merger
Since this will be a merger of a wholly-owned subsidiary, there will be no issuance or allocation of shares or cash for the merger.
Stock acquisition rights and bonds with stock acquisition rights of the absorbed company FANUC MOLD LTD is a private company and has not issued any stock acquisition rights or bonds with stock acquisition rights.
Outline of companies involved in the merger
Surviving Company
Company to be absorbed
(1)Name of company
FANUC CORPORATION
FANUC MOLD LTD
(2)Head office
3580, Shibokusa Aza-Komanba, Oshino-mura, Minamitsuru-gun,
Yamanashi Prefecture
114-6,Nishinopporo Ebetsu-shi Hokkaido
(3)Representative
Yoshiharu Inaba
Chairman
Kyoko Yamazaki
President
(4)Major business segments
Development, manufacture, sale and maintenance services of CNC systems, lasers, Robots, ROBODRILL (small machining centers), ROBOSHOT (electric injection molding machines), ROBOCUT (wire-cut EDMs), and ROBONANO
(ultra-precision machines)
Manufacture of injection molded plastic parts
(5)Paid-in capital
¥69,014 million
¥50 million
(6)Date of establishment
May 12, 1972
October 13, 2004
(7)Total number of shares outstanding
204,059,017 shares
1,000 shares
(8)Fiscal term
March 31
March 31
(9)Name of major shareholders and their investment ratio
①The Master Trust Bank of Japan, Ltd. (Trust Account)
11.8%
②Japan Trustee Services Bank, Ltd. (Trust Account)
8.0%
③State Street Bank and Trust Company
5.2%
④State Street Bank and Trust Company 505001
3.1%
⑤Japan Trustee Services Bank, Ltd. (Trust Account 5)
1.9%
①FANUC CORPORATION
100%
(10)Operating results and financial conditions for the latest fiscal year
Surviving Company
Company to be absorbed
Fiscal year
Year ended March 31, 2017
(Consolidated)
Year ended March 31, 2017
Net assets
¥1,369,457 million
¥128 million
Total assets
¥1,564,769 million
¥134 million
Net assets per share
¥7,031.79
¥127,787.52
Net sales
¥536,942 million
¥38 million
Operating income
¥153,217 million
¥10 million
Ordinary income
¥168,829 million
¥10 million
Net income (attributable to
owners of the parent)
¥127,697 million
¥7 million
Net income per share
¥658.63
¥6,780.25
Outline of FANUC CORPORATION following the merger
Following this merger, there will be no change in the name of FANUC CORPORATION, the address of its head office, its representatives, its business scope, its paid-in capital or its fiscal year.
Outlook
The impact by the merger for the consolidated results of FANUC CORPORATION for the fiscal year ending March 31, 2018 is negligible.
End
Fanuc Corporation published this content on 25 October 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 25 October 2017 06:07:02 UTC.
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