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January 30, 2003
JATCO Ltd
Diamondmatic Co., Ltd.
Announcement of Merger Between
JATCO and Diamondmatic
JATCO Ltd (JATCO) and Diamondmatic
Co., Ltd. (DMC) decided merging on April 1, 2003 as follows. It is adopted
by the board of directors of the both companies which held on January
30, 2003.
1. Merger Objectives
The merger is designed to boost
JATCO's global competitiveness as an Automatic Transmission (AT) / Continuously
Variable Transmission (CVT) manufacturer by merging DMC's development
and production operations with those of JATCO. The merger will increase
JATCO's annual production volume to 3,500,000 transmissions and see
a significant rise in the company's status as a global-scale AT/CVT
manufacturer. JATCO's status as a global supplier is expected to rise
further as it expands annual production to 4 million transmissions within
a few years.
The process to this merger resolution
is as follows :
- 1 April 2002: Mitsubishi Motors Corporation
(MMC) divided its AT/CVT operations and incorporated them, on April
1, as a new fully-owned subsidiary company named Diamondmatic.
- 1 July 2002: JATCO and DMC implemented exchange
of shares. Through the exchange of shares, fully-owned MMC subsidiary
DMC now becomes a fully-owned subsidiary of JATCO, while MMC becomes
a new shareholder in JATCO. MMC equity holdings in JATCO after the
share exchange stand at 18%.
2. Merger Conditions
(1) Merger Schedule
| January
30, 2003 |
Board
meeting to approve merger agreement |
| January
30, 2003 |
Conclusion
of merger agreement |
| February
14, 2003 |
Shareholders
meeting to approve merger agreement (DMC) |
| April
1, 2003 |
Effective
date of merger |
| April
1, 2003 |
Official
registration of merger |
*Pursuant to the provisions of
Paragraph 3-1 of Article 413 of the Commercial Code of Japan, JATCO
shall carry out the above merger without holding a shareholders meeting
to approve the merger agreement.
(2) Merger Method
JATCO, as an ongoing concern,
shall absorb DMC, which shall be subsequently dissolved.
(3) Others
Due to the fact that DMC is a
wholly-owned subsidiary of JATCO, there shall be no issuance of new
shares or cash payment upon this merger.
- more -
3. Summary of Parties
(as of January 2003)
| (1) Trade name |
JATCO Ltd |
Diamondmatic
Co., Ltd. |
| (2) Field of
business |
Development,
manufacture and sale of transmissions and Automobile components |
R&D, manufacture
and sale of AT and CVT |
| (3) Date of incorporation |
June 28, 1999 |
April 1, 2002 |
| (4) Headquarters
location |
700-1, Imaizumi,
Fuji City, Shizuoka, Japan |
10-1, Yamada,
Murohashi, Yagi-cho, Funai-gun, Kyoto, Japan |
| (5) Representative |
Hisayoshi Kojima,
President & CEO |
Yoshi Yasumori,
President & CEO |
| (6) Capital stock |
\29,935.3 million |
\100 million |
| (7) Total number
of shares issued and outstanding |
730,129 shares |
100,000 shares |
| (8) Number of
employees |
Approx.6,000 |
Approx.1,200 |
| (9) Net sales
(Forecast of FY02) |
Approx.
\310,000 million |
Approx.
\90,000 million |
| (10) Number of
production sales (Forecast of FY02) |
Approx. 2.6 million
units |
Approx. 0.9 million
units |
| (11) Major customers |
Nissan Motor
Co., Ltd.
Mitsubishi Motors Corporation
Suzuki Motor Corporation
VW AG
Fuji Heavy Industries Ltd.
Mazda Motor Corporation
Renault Samsung Motors Co., Ltd.
Jaguar Cars Ltd.
MG Rover Group Ltd
Land Rover Group Ltd
Ford-Werke AG
Hyundai Motor Company
Kia Motors Corporation
Isuzu Motors Ltd
Daewoo Motor Co., Ltd. |
Mitsubishi Motors
Corporation
Mitsubishi Fuso Truck and Bus Corporation
China Motor Co., Ltd.
Perusahaan Otomobil Nasional Bhd
Hyundai Motor Company
Kia Motors Corporation
|
| (12) Major shareholders
and shareholding ratios |
1. Nissan Motor
Co., Ltd. 81.8%
2. Mitsubishi Motors Corporation 18.0% |
JATCO Ltd 100.0% |
4. Circumstances after the merger
| (1) Trade name |
JATCO Ltd |
| (2) Field of
business |
Development,
manufacture and sale of transmissions and Automobile components |
| (3) Location
of head office |
700-1, Imaizumi,
Fuji City, Shizuoka, Japan |
| (4) Representative |
Hisayoshi Kojima,
President & CEO |
| (5) Share capital |
Upon this merger
the amount of share capital will not change. |
| (6) Number of
employees |
Approx.7,200 |
| (8) Net sales |
Approx.
\400,000 million / Year |
| (9) Number of
production |
Approx. 3.5 million
units / Year |
- end -
For
inquiries:
JATCO Ltd
General Administrations Department
Tel: +81(0)545-51-0047
Diamondmatic Co., Ltd.
Organization Office
Tel: +81(0)75-864-9201
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