October 30, 2020
Notice of Absorption-type Merger of Wholly Owned Subsidiary
Kurita Water Industries Ltd. (Head Office: Nakano-ku, Tokyo; President: Michiya Kadota; hereinafter the "Company") announces that its Board of Directors has resolved at a meeting held today that the Company will absorb Kurita Engineering Co., Ltd. (Head Office: Osaka-shi, Osaka; President: Ikuo Ishimaru; hereinafter "Kurita Engineering"), a wholly owned subsidiary of the Company, with an effective date of April 1, 2021.
1. Purpose of the merger
Kurita Engineering was established in 1959 when the chemical cleaning division was separated from the Company, and has been developing its business focusing on chemical cleaning for large plants in Japan as a leading company in plant facilities cleaning services. In the social and industrial infrastructure markets such as electric power, iron and steel, petroleum refining, and petrochemicals, which are the main markets for Kurita Engineering and the Company, there are growing needs to reduce environmental impact and improve productivity, including decarbonization measures against global climate change.
This merger will enable the Company to flexibly invest its management resources, such as financial and human resources, into Kurita Engineering's solid technological and customer base so that the Company can accurately identify these needs and provide optimal solutions. We aim to expand the scope of our plant facilities cleaning business and achieve sustainable growth by establishing a system to respond promptly to social demands and customer needs in the future social and industrial infrastructure markets.
2. Summary of merger
(1) Merger schedule
- Board meeting to approve merger agreement
- December 2020 (Scheduled)
- Date of merger agreement conclusion
- December 2020 (Scheduled)
- Date of merger (Effective date)
- April 1, 2021 (Scheduled)
- Note:As the merger is a simplified merger pursuant to Article 796, paragraph 2 of the Companies Act for the Company and a short-form merger pursuant to Article 784, paragraph 1 of the Companies Act for Kurita Engineering, in either case, the merger shall occur without obtaining approval at a shareholders meeting.
(2) Merger method
Kurita Engineering shall be dissolved through an absorption-type merger in which the Company shall be the surviving company.
(3) Allocations associated with merger
As Kurita Engineering is a wholly owned subsidiary of the Company, there shall be no allocation of shares or other monetary assets through the merger.
(4) Handling of stock acquisition rights and bonds with stock acquisition rights of the absorbed company
Kurita Engineering has not issued any stock acquisition rights or bonds with stock acquisition rights.
3. Overview of parties to the merger (as of September 30, 2020)
- Notes:1. In addition to the above major shareholders, the Company holds 3,584,076 treasury stock.
- 2. Calculations of shareholding ratios exclude treasury stock.
- 3. Business profit is an original indicator of the Company's group that measures regular business performance by subtracting cost of sales and selling, general and administrative expenses from net sales.
4. Status after merger
After the merger, there will be no change to the trade name, address, title and name of representative, business description, share capital, or fiscal year end of the Company.
5. Future outlook
As the merger is with a wholly owned subsidiary, the impact on the consolidated business results of the Company will be minor.