2023
January 31, 2023
Notice of Company Split with Wholly Owned Subsidiary
Kurita Water Industries Ltd. (hereinafter "Kurita") announces that a meeting of the Board of Directors held on January 31, 2023 resolved to implement a company split in which Land Solution Inc. (hereinafter "Land Solution") , a wholly owned subsidiary of Kurita, will succeed to Kurita’s soil and groundwater remediation business.
As this company split is a company split (simplified absorption-type company split / short-form absorption-type company split) with a wholly owned subsidiary, some items and details have been omitted from this press release.
1. Purpose of the company split
Within the Kurita Group, Kurita and Land Solution are mainly responsible for soil and ground water remediation services. Land Solution’s’ succession to this business will result in the consolidation of management resources and the development of a structure for quickly meeting customer needs and will also facilitate the expansion and sustainable growth of this business through the provision of optimal solutions to customers.
2. Outline of the company split
- (1) Schedule of the company split
Date of Board resolution for approval of the company split agreement January 31, 2023 Data of conclusion of the company split agreement January 31, 2023 Date of the company split (effective date) April 1, 2023 (Scheduled) - (Note) The company split will be conducted without obtaining approval at a general meeting of shareholders of either company, since it falls under a simplified company split as provided for in Article 784, Paragraph 2 of the Companies Act for Kurita and under a short-form company split as provided for in Article 796, Paragraph 1 of the same act for Land Solution.
- (2) Form of the company split
The company split is an absorption-type company split in which Kurita is the splitting company and Land Solution is the succeeding company. - (3) Allocation related to the company split
As this is a company split between Kurita and a wholly owned subsidiary of Kurita, no allocation of shares or other payment will be made for the company split. - (4) Treatment of share acquisition rights and bonds with share acquisition rights arising from the company split
Not applicable - (5) Change in share capital as a result of the company split
There will be no increase or decrease in Kurita’s share capital as a result of the company split. - (6) Rights and obligations to be assumed by the succeeding company
Land Solution will succeed to the assets, liabilities and other rights and obligations related to the business divested by Kurita and all related contractual status within the scope provided for in the absorption-type company split agreement. - (7) Prospect of fulfillment of debt obligations
Kurita has concluded that there is no issue with respect to the certainty of fulfilment of the obligations to be assumed by Land Solution in the company split.
3. Overview of the companies participating in the company split
| Splitting company (As of January 31, 2023) |
Succeeding company (As of January 31, 2023) |
||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (1) | Company Name | Kurita Water Industries Ltd. | Land Solution Inc. | ||||||||||||||||||||||||||||||||||||||||
| (2) | Address | Nakano Central Park East, 10-1, Nakano 4-Chome, Nakano-ku, Tokyo | SI Building Aoyama, 3-6, Kita-Aoyama 1-Chome, Minato-ku, Tokyo | ||||||||||||||||||||||||||||||||||||||||
| (3) | Name and title of Representative | Michiya Kadota, President and Representative Director | Toshimi Kobayashi, President and Representative Director | ||||||||||||||||||||||||||||||||||||||||
| (4) | Business description | Manufacture and sale of water treatment chemicals and water treatment facilities; maintenance of water treatment facilities; ultrapure water supply, etc. | Assessments and inspections, remediation and construction work, and consulting related to soil contamination | ||||||||||||||||||||||||||||||||||||||||
| (5) | Share capital | 13,450 million yen | 450 million yen | ||||||||||||||||||||||||||||||||||||||||
| (6) | Date of establishment | July 13, 1949 | July 27, 2001 | ||||||||||||||||||||||||||||||||||||||||
| (7) | Number of shares issued | 116,200,694 shares | 9,000 shares | ||||||||||||||||||||||||||||||||||||||||
| (8) | Fiscal year end | March 31 | March 31 | ||||||||||||||||||||||||||||||||||||||||
| (9) | Major shareholders and shareholding ratios | The Master Trust Bank of Japan, Ltd. (Trust account) 15.01% Custody Bank of Japan, Ltd. (Trust Account) 6.52% Nippon Life Insurance Company 5.30% CACEIS BANK, LUXEMBOURG BRANCH/ UCITS CLIENTS ASSETS 2.28% STATE STREET BANK AND TRUST COMPANY 505025 2.04% MUFG Bank, Ltd. 1.82% BNP PARIBAS SECURITIES SERVICES LUXEMBOURG/JASDEC/FIM/LUXEMBOURG FUNDS/UCITS ASSSETS 1.60% STATE STREET BANK WEST CLIENT - TREATY 505234 1.54% JP MORGAN CHASE BANK 385781 1.30% Resona Bank, Limited. 1.25% (As of September 30, 2022) |
Kurita Water Industries Ltd. 100.0% | ||||||||||||||||||||||||||||||||||||||||
| (10) Business performance and financial condition in most recent fiscal year | |||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||
- (Notes)
- 1.The ownership percentages of Kurita’s major shareholders are calculated after deduction of 3,554,787 shares of treasury shares held by Kurita.
- 2. Business profit is the Kurita Group’s own indicator that measures constant business performance. It is net sales less cost of sales and selling, general and administrative expenses.
- (1) Details of business to be split
Soil and groundwater remediation business - (2) Business performance of the division to be split
Net sales: 3,185 million yen (fiscal year ended March 31, 2022) - (3) Items and book value of assets and liabilities to be split
Assets Liabilities Current assets 4,433 million yen Current liabilities 478 million yen Non-current assets 42 million yen Non-current liabilities 0 million yen Total 4,475 million yen Total 478 million yen - (Note) The above amounts are estimates based on book value as of December 31, 2022 and the amounts of assets and liabilities actually succeeded to in the split will be the above amounts adjusted for any increase or decrease occurring prior to the effective date.
4. Status after the company split
There will be no change in the company name, address, name and title of representative, business description (excluding the business transferred in the company split), share capital, or fiscal year end of the Company and Land Solution after the company split.
5. Future Outlook
Since this company split involves Kurita and a wholly owned subsidiary of Kurita, the impact on Kurita’s consolidated financial results will be minimal.