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Press Release
February 10, 2010 |
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Lion Corporation
President: Sadayoshi Fujishige
(Code 4912) |
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Notice Concerning Conclusion of Share Exchange Agreement to Make Ipposha Oil Industries Co., Ltd. a Wholly Owned Subsidiary through Simple Share Exchange |
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Lion Corporation (hereafter “Lion”) and its consolidated subsidiary, Ipposha Oil Industries Co., Ltd. (hereafter “Ipposha,” the proportion of Lion-held shares in which stood at 78.3% as of December 31, 2009), have resolved in both companies’ respective Board of Directors’ Meetings held on February 10, 2010, to conclude an agreement to undertake a share exchange (hereafter “the share exchange”) entailing monetary compensation. This will make Lion the sole parent company of Ipposha, which will thus become a wholly owned subsidiary of Lion. This agreement will enter into force on July 1, 2010.
Some items to be disclosed concerning the share exchange are omitted as this is a simple share exchange that converts Ipposha from a consolidated to a wholly owned subsidiary.
| 1. Objective of the Share Exchange |
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In light of the current climate surrounding the chemical products business, Lion has considered it will have significant importance to construct the growth strategy concerning the chemical business of Lion group , to increase the speed of decision making and to secure the flexibility of management by making Ipposha a wholly owned subsidiary.
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| 2. Overview of the Share Exchange |
| (1) |
Schedule of the share exchange |
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| Resolution by the Board of Directors pertaining to the share exchange (Both companies) |
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Wednesday, February 10, 2010 |
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| Conclusion of the share exchange agreement (Both companies) |
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Wednesday, February 10, 2010 |
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| General Meeting of Shareholders to approve the share exchange (Ipposha) |
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End of March 2010 (Planned) |
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| Date of the share exchange (Date of entry into force) |
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Thursday, July 1, 2010 (Planned) |
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| Date to grant monetary compensation |
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End of August 2010 (Planned) |
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| Note: |
In accordance with Article 796, Paragraph 3 of the Enforcement Regulations of the Corporation Law, the share exchange is to be conducted based upon procedures for a simple share exchange that does not require approval of Lion’s General Meeting of Shareholders. |
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| (2) |
Amount of monetary compensation to be granted (for the share exchange) |
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Upon the execution of the share exchange, Lion is to grant monetary compensation of ¥144 per share of Ipposha’s common stock to its shareholders (excluding Lion) listed in the shareholder register as of the end of June 30, 2010.
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| (3) |
Basis for calculating amount of monetary compensation (to be granted for the share exchange) |
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| a. |
| Basis for and circumstances concerning the calculation |
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| In order to ensure the fairness of the calculated value of compensation for the share exchange, Lion and Ipposha assigned ORIX M&A Solutions Corporation to calculate the share value. |
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| Upon execution of the share exchange, Ipposha’s shareholders will not be granted Lion’s shares but monetary compensation. This decision was made by both companies through mutual deliberations taking into consideration variety of factors such as; the transactions will be done with minority shareholders, and Lion’s shares are listed on financial commodities exchanges, while Ipposha’s are not. |
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| In addition, Lion and Ipposha Oil Industries have agreed to offer ¥144 per share of common stock as the amount of monetary compensation (to be granted upon execution of the share exchange). This amount is the result of prudent investigations as well as numerous negotiations and deliberations between both companies, using the value of Ipposha’s shares calculated by ORIX M&A Solutions Corporation as a reference. |
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| b. |
| Relationship with institution undertaking the stock value calculation |
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| ORIX M&A Solutions Corporation has no relationship with any parties related to either Lion or Ipposha. |
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| (4) |
| Handling of new share subscription rights and corporate debentures with preemptive rights of the wholly owned company resulting from the share exchange |
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| Ipposha does not have any outstanding share subscription rights and corporate debentures with preemptive rights. |
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| 3. |
Overview of Companies Undertaking the Share Exchange (As of December 31, 2009) |
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Lion Corporation |
Ipposha Oil Industries Co., Ltd. |
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Manufacture and sales of toothpaste, toothbrushes, soap, detergent, hair and skin care products, cooking products, medicines, chemicals |
Development, manufacture and sale of functional chemicals for industrial use |
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September 1918 |
November 1918 |
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3-7, 1 chome, Honjo, Sumida-ku, Tokyo |
1516-1Odacho, Ono-shi, Hyogo Prefecture |
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Sadayoshi Fujishige, Representative Director and President |
Shigeru Kashiwada, Representative Director and President |
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¥34,433,720,000 |
¥200,000,000 |
| (7) |
Number of shares outstanding |
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299,155,346 shares |
4,000,000 shares |
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December 31 |
December 31 |
| (9) |
Major shareholders and shareholding ratios |
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Trust & Custody Services Bank, Ltd. as trustee for Mizuho Bank , Ltd.
Retirement Benefit Trust Account re-entrusted by Mizuho Trust and Banking Co., Ltd. 5.37%
The Bank of Tokyo-Mitsubishi UFJ, Ltd. 4.48%
Mizuho Corporate Bank, Ltd. 4.04% |
Lion Corporation 78.3% |
| Financial position and operating results (as of December 31, 2009) for the previous fiscal year |
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Consolidated |
Nonconsolidated |
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Millions of yen |
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¥103,624 |
¥987 |
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256,220 |
6,754 |
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321,947 |
7,350 |
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10,036 |
35 |
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11,145 |
41 |
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5,465 |
2 |
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Yen |
| (16) |
Net assets per share |
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¥371.50 |
¥246.75 |
| (17) |
Net income per share |
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20.22 |
0.58 |
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| 4. Circumstances Following the Share Exchange |
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| (1) |
| Company name, business content, location, representative, capital and fiscal year-end. |
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| No changes will be made to the items listed in above “3. Overview of Companies Undertaking the Share Exchange” |
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| (2) |
| Outlook |
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| The impact of the share exchange on the consolidated performance of Lion is expected to be insignificant as Ipposha is already a consolidated subsidiary of Lion. |
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