Shin Pro Maint Inc. signed a basic agreement to acquire TESCO Co., Ltd. from NOMURA Co., Ltd..
February 16, 2017
Share
Shin Pro Maint Inc. (TSE:6086) signed a basic agreement to acquire TESCO Co., Ltd. from NOMURA Co., Ltd. (TSE:9716) on February 16, 2017. Definitive agreement will be concluded on April 13, 2017. The conclusion of final contract is scheduled on April 27, 2017. The consideration is currently undecided but comprises issuance of common stock, cash and treasury shares of Shin Pro Maint Inc. Shin Pro Maint Inc. signed a share exchange agreement to acquire TESCO Co., Ltd. from NOMURA Co., Ltd. for approximately ¥940 million on April 27, 2017. Shin Pro Maint Inc. will issue 0.014067 common share and ¥46 for each share of TESCO. Post completion, TESCO Co., Ltd. will operate as a wholly-owned subsidiary of Shin Pro Maint Inc. For the year ended February 29, 2016, TESCO Co., Ltd. reported net assets of ¥2.7 billion, total assets of ¥3.8 billion, sales of ¥8.9 billion, operating income of ¥37 million and net loss of ¥111 million.
The Board of Directors of Shin Pro Maint Inc. resolved the deal on February 16, 2017. The deal is subject to approval from shareholders of Shin Pro Maint Inc. due in the ordinary general meeting in the end of May 2017. As on April 10, 2017, the negotiation period has been extended. The deal is expected to close on September 1, 2017. Aiwa Tax Accountants Corporation and Aoyama Trust Accounting Firm Co., Ltd. acted as third party appraiser for Shin Pro Maint and NOMURA.
Shin Maint Holdings Co.,Ltd. is a Japan-based company mainly engaged in the provision of maintenance services for various facilities and equipment in stores. Main customers are major restaurant chains and retail chains. The one-stop maintenance services provide an emergency maintenance service that responds to sudden troubles in various facilities and equipment, and a preventive maintenance service that regularly checks, maintains, and cleans various facilities and equipment. The maintenance outsourcing service provides support to improve the maintenance capability of the kitchen equipment manufacturer by providing a maintenance system. The emergency maintenance service accepts repair requests 24 hours a day, 365 days a year. The preventive maintenance services provide tailored maintenance based on store conditions.