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Notice of Intent to Merge
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On May 17, 2002, at the Board of Directors Meeting, it was resolved that Yamaha Resort Corporation would merge into YAMAHA CORPORATION on October 1, 2002, as outlined below.
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| 1. Purpose of merger |
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| YAMAHA has decided to absorb Yamaha Resort to resolve Yamaha Resort's fund-procurement problems, ensure the Group's creditworthiness with respect to financial institutions and resort members, and improve the efficiency of its resort operations. |
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2. Outline of merger
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| (a)Merger schedule |
| Board of Directors approve merger agreement |
May 17, 2002 |
| Merger agreement signed |
May 17, 2002 |
| Merger agreement to be approved at the General Meeting of Shareholders |
June 26, 2002 |
| Merger to take place |
October 1, 2002 |
| Merger registration |
October 1, 2002 |
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| (b) Type of merger |
YAMAHA CORPORATION will absorb Yamaha Resort Corporation, which will be disolved.
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| (c) Consolidation ratio |
| As it is a wholly-owned subsidiary that is merging into YAMAHA, no new shares will be issued and no money will be delivered as a result of the merger. |
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3. Outline of Companies to be Merged (as of March 31, 2002)
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| Company name |
YAMAHA CORPORATION |
Yamaha Resort Corporation |
| Business description |
Musical instruments, audio products, information and telecommunication devices, electronic devices, and other manufacturing and sales activities |
Management of tourist facilities, lodgings, and sports facilities |
| Date of establishment |
October 12, 1897 |
June 5, 1990 |
| Head office |
10-1, Nakazawa-cho, Hamamatsu, Shizuoka |
10-1, Nakazawa-cho, Hamamatsu, Shizuoka |
| Representative |
Shuji Ito, President and Representative Director |
Izumi Takada , Representative Director and President |
| Capital |
¥28.5 billion |
¥12 billion (note #1) |
| Issued common stock |
206,523,263 shares |
239,999.98 shares (note #1) |
| Shareholders'equity |
¥140.7 billion |
¥(12.4 billion ) |
| Total assets |
¥295.9 billion |
¥51.2 billion |
| Fiscal year-end |
March 31 |
March 31 |
| Number of employees |
6,251 |
563 (note #2) |
| Principal customers |
Sales outlets with special contracts |
General customers |
| Main shareholders and percentage of total shares (As of Mar 31, 2002) |
| Northern Trust Company |
6.62% |
| The Dai-Ichi Kangyo Bank, Ltd. |
4.80% |
| Sumitomo Mitsui Banking Corporation |
4.80% |
| Mitsui Sumitomo Insurance Co., Ltd. |
4.49% |
| The Fuji Bank, Ltd. |
4.22% |
| The Shizuoka Bank, Limited |
4.04% |
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YAMAHA CORPORATION 99.90% (note #3) |
| Main banks |
Mizuho Corporate Bank, Ltd.
The Shizuoka Bank, Limited
Sumitomo Mitsui Banking Corporation |
Mizuho Corporate Bank, Ltd. The Shizuoka Bank, Limited Sumitomo Mitsui Banking Corporation |
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| Note: |
| 1. |
To dispose of excess liabilities, Yamaha Resort Corporation increased its paid-in capital through the allotment of new shares to YAMAHA CORPORATION. (The total amount paid was ¥14.0 billion and the number of newly issued shares is 280,000). As a result, on May 8, 2002, capital amounted to ¥19.0 billion (additional paid-in capital totaled ¥7.0 billion) and the total number of issued shares was 519,998.45.
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| 2. |
After entering into a contract with subsidiaries charged with the management of the Company's resort facilities, employees were transferred from Yamaha Resort Corporation to said subsidiaries. As a result, Yamaha Resort Corporation has only 15 employees at the present time.
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| 3. |
As of May 7, 2002, YAMAHA had taken over (without compensation) all of the shares of Yamaha Resort stock previously held by other shareholders and Yamaha Resort had been made into a wholly-owned YAMAHA subsidiary. |
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Performance Results from Most Recent Flash Report
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(Millions of yen)
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YAMAHA CORPORATION |
Yamaha Resort Corporation |
Fiscal
Year-End |
Mar 31, 2000 |
Mar 31, 2001 |
Mar 31, 2002 |
Mar 31, 2000 |
Mar 31, 2001 |
Mar 31, 2002 |
Net
sales |
369,129 |
346,175 |
316,742 |
20,843 |
19,297 |
18,979 |
Operating
income |
(5,663) |
11,194 |
5,637 |
(1,071) |
(1,537) |
(1,831) |
Recurring
profit |
(7,388) |
13,338 |
6,530 |
(1,195) |
(1,670) |
(2,022) |
Net
income |
(36,798) |
9,685 |
(25,328) |
(1,299) |
(2,223) |
(2,897) |
Net
income
per
share (Yen) |
(178.18) |
46.90 |
(122.65) |
(5,415.65) |
(9,265.38) |
(12,072.71) |
Dividends
per
share (Yen) |
3.00 |
7.00 |
8.00 |
0.00 |
0.00 |
0.00 |
Share-
holders'
equity
per
share (Yen) |
689.46 |
730.36 |
681.58 |
24,250.17 |
14,984.79 |
(51,787.69) |
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Post-Merger Information
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| (a) Company Name |
YAMAHA CORPORATION |
| (b) Business Area |
Musical instruments, audio products, information and telecommunications devices, electronic devices, other manufacturing and sales activities, and recreation operations |
| (c) Head Office |
10-1, Nakazawa-cho, Hamamatsu, Shizuoka 430-8650, Japan |
| (d) Representative |
Shuji Ito, President and Representative Director |
| (e) Capital |
Capital will not increase as a result of the merger |
| (f) Total Assets |
¥350 billion(iprojected increase due to the merger: ¥60 billion) |
| (g) Fiscal Year-End |
March 31 |
| (h) Impact on performance |
The merger will not have much impact on performance |
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For more information, please contact
Yamaha Corporation
Public Relations Division
Corporate Communications Group
TEL. +81-3- 5488-6601
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