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Notice of Merger |
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On March 25, 2004, at the Board of Directors Meeting, it was resolved that the simplified merger procedure will be used to merge Kiroro Development Corporation, a subsidiary of YAMAHA CORPORATION, into YAMAHA on July 1, 2004.
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| 1. Purpose of the Merger |
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| YAMAHA made the decision to absorb its wholly-owned subsidiary Kiroro Development Corporation, the assets of which include Kiroro Resort, a comprehensive leisure center located in Akaigawa Village, Yoichi County, Hokkaido, in order to consolidate the Company’s asset holdings and thereby bolster operational efficiency. Following the merger, YAMAHA plans to authorize its wholly owned subsidiary Kiroro Associates Corporation to handle all of Kiroro Resort business operations. |
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| 2. Outline of the Merger |
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(1) |
Schedule of Merger
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Approval of Merger Contract by Board of Directors: May 7, 2004 (Friday)
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Signing of Merger Contract: May 10, 2004 (Monday)
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| Approval of Merger Contract at General Shareholders’ Meeting |
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YAMAHA CORPORATION: Approval will not be attained as is provided for in the simplified merger procedures
Kiroro Development Corporation: May 25, 2004 (Tuesday)
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Date of Merger: July 1, 2004 (Thursday)
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Merger Registration: Slated for July 1, 2004 (Thursday)
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(2) |
Type of Merger
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YAMAHA CORPORATION will absorb Kiroro Development Corporation, which will be dissolved. YAMAHA will conclude this merger based on the simplified merger method in Article 413-3 of the Commercial Code of Japan without attaining approval at a General Shareholders’ Meeting as is provided for under Article 408, Paragraph 1 of the Commercial Code of Japan.
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(3) |
Consolidation Ratio
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As it is a wholly owned subsidiary that is merging into YAMAHA, no new shares will be issued and no payments will be made as a result of the merger.
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| 3. Overview of the Companies Involved in the Merger (As of September 30, 2003) |
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YAMAHA CORPORATION
(post-merger corporation) |
Kiroro Development Corporation
(company to be dissolved)
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| (2) |
Description of business |
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Manufacture and sale of musical instruments, audio products, telecommunications devices, electronic devices, etc., and recreation operations |
Management of ski resorts, sports facilities, and accommodation facilities
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| (3) |
Date of establishment |
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October 12, 1897 |
June 17, 1988
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10-1, Nakazawa-cho, Hamamatsu, Shizuoka, Japan |
650 Aza-Tokiwa, Akaigawa Village, Yoichi County, Hokkaido, Japan
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Shuji Ito, President and Representative Director |
Izumi Takada, President and Representative Director
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¥28,533 million |
¥8,000 million
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| (7) |
Number of shares issued |
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206,523,263 |
160,000
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¥169,342 million |
¥6,751 million
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¥356,378 million |
¥7,748 million
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March 31 |
March 31
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6,074 |
11
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Sales outlets throughout Japan under special contract to the Company |
General customers
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| (13) |
Major shareholders and percentage of total shares (As of September 30, 2003) |
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The Master Trust Bank of Japan, Ltd. (trust a/c) |
7.69% |
YAMAHA CORPORATION |
94.26%*
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| Japan Trustee Services Bank, Ltd. (trust a/c) |
6.23%
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| Mizuho Corporate Bank, Ltd. |
4.49%
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| Mitsui Sumitomo Insurance Co., Ltd. |
4.32%
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| Trust & Custody Services Bank, Ltd., as trustee for the Mizuho Bank, Ltd., Retirement Benefit Trust Account re-entrusted by Mizuho Trust and Banking Co., Ltd. |
4.25%
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Mizuho Corporate Bank, Ltd.
The Shizuoka Bank, Limited
Sumitomo Mitsui Banking Corporation |
North Pacific Bank, Ltd.
The Hokkaido Bank, Ltd.
Mizuho Corporate Bank, Ltd.
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* On March 23, 2004, YAMAHA purchased all outstanding shares of Kiroro Development Corporation, making it a wholly owned subsidiary.
(15) Recent Performance Results
(Millions of yen)
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YAMAHA CORPORATION
(post-merger corporation) |
Kiroro Development Corporation
(company to be dissolved)
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| Fiscal year-end |
March
31, 2001
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March
31, 2002
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March
31, 2003
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March
31, 2001
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March
31, 2002
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March
31, 2003
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| Net sales |
345,175 |
316,742 |
334,078 |
1,886 |
1,811 |
1,691
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| Operating income |
11,194 |
5,637 |
21,897 |
233 |
93 |
65
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| Recurring profit |
13,338 |
6,530 |
22,218 |
203 |
68 |
45
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| Net income (loss) |
9,685 |
(25,328) |
7,708 |
(293) |
(54) |
36
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| Net income (loss) per share (yen) |
46.90 |
(122.65) |
36.95 |
(1,836.84) |
341.21 |
230.37
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| Dividends per share (yen) |
7.00 |
8.00 |
10.00 |
0.00 |
0.00 |
0.00
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| Shareholders’ equity per share (yen) |
730.36 |
681.58 |
709.03 |
43,771.79 |
44,113.01 |
44,343.38
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| 4. Post-Merger Information |
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(1) |
Company Name: YAMAHA CORPORATION
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(2) |
Description of Business: Manufacture and sale of musical instruments, audio products, telecommunications devices, electronic devices, etc., and recreation operations
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Headquarters: 10-1, Nakazawa-cho, Hamamatsu, Shizuoka, Japan
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Representative: Shuji Ito, President and Representative Director
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Paid-in Capital: Capital will not increase as a result of the merger
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(6) |
Total Assets: ¥330 billion (projected increase due to the merger: ¥0.5 billion)
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Fiscal Year-End: March 31
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(8) |
Impact on Performance: The merger will not significantly impact performance
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For further information, please contact
YAMAHA CORPORATION
Public & Investor Relations Group,
Public Relations Division
Attention: Mike Tanaka, m-tanaka@post.yamaha.co.jp
TEL. +81-3- 5488-6601
FAX. +81-3-5488-5060
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