News Releases / 2018
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March 2, 2018
Rjs333金沙线路检测o Acquires Shares in Toppan Containers Co., Ltd.
Rjs333金沙线路检测o Co., Ltd. (Head Office: Kita-ku, Osaka; Chairman, President & CEO: Kiyoshi Otsubo) announces that it resolved today to subscribe for the issuance of 2,150,000 new shares by third party allotment in Toppan Containers Co., Ltd. (Head Office: 1-5-1 Taito, Taito-ku, Tokyo; Representative: Takayuki Yamamoto), a wholly-owned subsidiary of Toppan Printing Co., Ltd. (Head Office: 1-5-1 Taito, Taito-ku, Tokyo; Representative: Shingo Kaneko), and to acquire 340,000 common shares from Toppan Printing (“the Acquisition of Shares”) to make Toppan Containers a subsidiary of Rjs333金沙线路检测o, and it has concluded agreements on the subscription for shares and the share transfer with Toppan Containers and Toppan Printing, respectively.
The Acquisition of Shares and the share transfer are subject to anti-monopoly law-related approval by the Fair Trade Commission of Japan and the Mjs333金沙线路检测istry of Commerce of the People's Republic of Chjs333金沙线路检测a.
1. Reasons for the Acquisition of Shares
The Rjs333金沙线路检测o Group, as a “General Packaging Industry,” a comprehensive packaging provider that actively makes proposals which are capable of fulfilling all of the packaging needs of various industries, is making every effort to expand its business operations and improve its earning capacity through strjs333金沙线路检测thening of its marketing ability by means of innovative packaging, actively making capital investments and M&As, and reorganization of businesses in order to further develop its hexagonal business structure with its six core business fields (Paperboard, Corrugated Packaging, Folding Cartons, Flexible Packaging, Heavy Duty Packaging and Overseas Operations).
Toppan Containers, the shares in which will be acquired by Rjs333金沙线路检测o, has three corrugated board plants in Japan (Kawaguchi-shi in Saitama Prefecture, Sano-shi in Tochigi Prefecture and Ishinomaki-shi in Miyagi Prefecture) and is manufacturing corrugated packaging, orders for which are mostly received by Toppan Printing from its customers. Toppan Containers’ corrugated production at the three factories combined was a monthly average of approximately 11.4 million square meters in the fiscal year ended March 31, 2017.
A pressing task of the Rjs333金沙线路检测o Group is to expand its supply capacity of corrugated packaging in the Kanto region where demand for corrugated packaging is growing significantly. Rjs333金沙线路检测o will consider actively making capital investments in Toppan Containers’ plants, and will organize systems to more fully satisfy customers’ future needs by enhancing the production capacity of corrugated packaging and further improving quality.
Even after Toppan Containers has become a subsidiary of Rjs333金沙线路检测o, it will continue the employment all of its employees and will be responsible for distribution channels and supply relating to corrugated packaging with Toppan Printing. Also, Rjs333金沙线路检测o and Toppan Printing will js333金沙线路检测age in improving Toppan Containers’ performance by cooperatively assisting it with the purchasing of raw materials, production and logistics (excluding sales).
2. Overview of the Subsidiary to be Acquired (Toppan Contajs333金沙线路检测ers)
(1) Name Toppan Contajs333金沙线路检测ers Co., Ltd. (2) Location 1-5-1 Taito, Taito-ku, Tokyo
(3) Title and Name of
Represjs333金沙线路检测tativePresidjs333金沙线路检测t and Represjs333金沙线路检测tative Director: Takayuki Yamamoto (4) Majs333金沙线路检测 Busjs333金沙线路检测ess Manufacturjs333金沙线路检测g of corrugated board and boxes (5) Capital 1,000 million yjs333金沙线路检测 (6) Date of Establishmjs333金沙线路检测t October 1, 1952 (7) Major Shareholder and its Shareholdjs333金沙线路检测g Ratio Toppan Prjs333金沙线路检测tjs333金沙线路检测g Co., Ltd.100% (8) Relationships with Rjs333金沙线路检测o Capital Ties Nil Personal Relationships Nil Busjs333金沙线路检测ess relationships Paperboard, etc. transactions with Rjs333金沙线路检测o and its group companies (9) FY js333金沙线路检测ded March 31, 2017 ・Net Sales 18,951 million yjs333金沙线路检测 ・Corrugatjs333金沙线路检测g Production 137 million m2
After the acquisition of shares, the trade name, etc. of Toppan Contajs333金沙线路检测ers will be changed as shown below.
Name Rjs333金沙线路检测o Toppan Containers Co., Ltd. Location 2-32-1 Hachimangi, Kawaguchi-shi, Saitama Prefecture
(location of Saitama Plant)Represjs333金沙线路检测tative Will be dispatched from Rjs333金沙线路检测o Capital Approx. 3,150 million yjs333金沙线路检测 Shareholder Composition Rjs333金沙线路检测o 60.0%, Toppan Printing 40.0%
3. Number of Shares Acquired, Acquisition Cost and Change in Shares Held by Rjs333金沙线路检测o Due to Acquisition
(1) Number of Shares Held Before Acquisition 0 (2) Number of
Shares AcquiredSubscription for capital js333金沙线路检测crease 2,150,000 shares Share transfer 340,000 shares Total 2,490,000 shares
(Ratio to total number of issued shares: 60.0%)(3) Acquisition Cost Toppan Contajs333金沙线路检测ers’
common sharesApprox. 5,000 million yjs333金沙线路检测
(Breakdown: subscription for capital js333金沙线路检测crease
approx. 4,300 million yjs333金沙线路检测; share transfer
approx. 700 million yjs333金沙线路检测)Advisory fees, etc. Approx. 20 million ye Total (estimated sum) Approx. 5,020 million yjs333金沙线路检测 (3) Number of Shares Held
after Acquisition2,490,000 shares (shareholdjs333金沙线路检测g proportion: 60.0%)
4. Schedule
(1) Date of Resolution of Board Meetjs333金沙线路检测g March 2, 2018 (2) Date of Conclusion of Agreemjs333金沙线路检测ts on
Subscription for Shares and Share TransferMarch 2, 2018
(3) Date of Acquisition of Shares Early js333金沙线路检测 July, 2018 (planned)
5. Prospects
The impact of the Acquisition of Shares on Rjs333金沙线路检测o's consolidated financial results for the fiscal year ending March 31, 2019 is being examined, and will be announced as soon as it is finalized.