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At the meeting of the Board of Directors held on February 7, 2007, the Board resolved to implement a corporate split (Kan-i Bunkatsu)(the "Corporate Split") of the agribio business, IT service business and hotel management business of Kirin Brewery Company, Limited (the "Company" or the "Transferor Company") effective as of April 1, 2007 and to transfer such businesses to its wholly owned subsidiaries, Kirin Agribio Company, Limited ("Kirin Agribio"), Kirin Business System Co., Ltd. ("Kirin Business System") and Kirin Hotel Development Co., Ltd. ("Kirin Hotel Development"), respectively, as the succeeding companies (together, the "Succeeding Companies"). In connection with such resolution, we provide the following notice.
1. Purpose of Corporate Split
The Company plans to implement the Corporate Split of its agribio business, IT service business and hotel management business and transfer such businesses to, and integrate such business into, each of the Succeeding Companies, with the goal of promoting autonomous management of such businesses by each of the Succeeding Companies.
2. Outline of Corporate Split
(1) Schedule
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Meeting of the Board of Directors for Approval of Corporate Split
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Wednesday, February 7, 2007
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Execution of the Corporate Split Agreements
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Wednesday, February 7, 2007
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General Meetings of Shareholders of the Succeeding Companies for Approval of Corporate Split |
Friday, March 23, 2007(planned)
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Effective Date of Corporate Split
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Sunday, April 1, 2007 (planned)
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Note :
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The Corporate Split takes the form of a Kan-i Bunkatsu, and the Company, as the Transferor Company, will not hold a general meeting of shareholders.
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(2) Method of Corporate Split
The Company, as the Transferor Company, will physically transfer (Butteki Bunkatsu) certain of its businesses to Kirin Agribio, Kirin Business System and Kirin Hotel Development, as the Succeeding Companies.
(3) Number of shares to be allotted
The Company will receive an allotment of 2,000 shares of Kirin Agribio, 500 shares of Kirin Business System and 300 shares of Kirin Hotel Development, respectively.
(4) Basis for calculation of number of shares to be allotted
As the Succeeding Companies are the Company's wholly owned subsidiaries, and the Corporate Split will be implemented pursuant to a Butteki Bunkatsu, the Company and each of the Succeeding Companies have discussed and determined the number of shares to be allocated from the Succeeding Companies to the Company based on the amount of net assets per share, among other factors. No appraisal by a third party financial institution has been conducted regarding the fairness of such share allotments since this corporate split scheme is a split (Kyushu Bunkatsu and a Butteki Bunkatsu) in which the Company's wholly owned subsidiaries succeed the Company's businesses.
(5) Reduction of capital due to Corporate Split
None.
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The Company's treatment of stock acquisition rights and bonds with stock acquisition rights |
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The Company has not issued any stock acquisition rights or bonds with stock acquisition rights.
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| (7) |
Rights and obligations to be transferred to the Succeeding Company |
Except as otherwise provided in the Corporate Split Agreement entered into between the Company and Kirin Agribio dated as of February 7, 2007, Kirin Agribio will assume, as of the effective date of the Corporate Split, all assets and rights that the Company then holds for the operation of its agribio business, liabilities and obligations incidental thereto and other rights and obligations with regard to the above.
Except as otherwise provided in the Corporate Split Agreement entered into between the Company and Kirin Business System dated as of February 7, 2007, Kirin Business System will assume, as of the effective date of the Corporate Split, all assets and rights that the Company then holds for the operation of its IT service business, liabilities and obligations incidental thereto and other rights and obligations with regard to the above.
Except as otherwise provided in the Corporate Split Agreement entered into between the Company and Kirin Hotel Development dated as of February 7, 2007, Kirin Hotel Development will assume, as of the effective date of the Corporate Split, all assets and rights that the Company then holds for the operation of its hotel management business, liabilities and obligations incidental thereto and other rights and obligations with regard to the above.
(8) Prospect of performance of obligations
The Company took into account the assets and liabilities of the Company and each of the Succeeding Companies stated in their balance sheet for their respective most recently ended fiscal years in order to account for the amount of assets and liabilities to be succeeded by each of the Succeeding Companies. The Company also considered the post-Corporate Split assets and liabilities as well as the revenue outlook for the Company and each of the Succeeding Companies. As a result, the Company determined that, after the Corporate Split, all obligations to be incurred by the Company and the Succeeding Companies are likely to be fully performed, because the Company does not presently foresee any difficulties which potentially prevent the performance of such obligations. As a result of the obligations and responsibilities being transferred to the Succeeding Companies, the Company shall be released from such obligations and responsibilities.
3. Outline of the parties
(1) Transferor Company
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(1)
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Trade name
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Kirin Brewery Company, Limited
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(2)
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Main business
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Manufacturing and sales of beer, pharmaceutical products, etc.
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(3)
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Date of incorporation |
February 23, 1907
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(4)
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Address of head office
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10-1, Shinkawa 2-chome, Chuo-ku, Tokyo
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(5)
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Name and title of representative
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Kazuyasu Kato, President and Representative Director
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(6)
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Common stock
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102,045 million yen (as of December 31, 2006)
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(7)
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Outstanding shares
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984,508,387 shares (as of December 31, 2006)
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(8)
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Net assets
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1,043,724 million yen (consolidated)
(as of December 31, 2006)
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(9)
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Total assets
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1,963,586 million yen (consolidated)
(as of December 31, 2006)
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(10)
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Fiscal year end
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December 31
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(11)
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Major shareholders and shareholding ratios
(as of December 31, 2006)
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Moxley&Co. (5.07%)
Meiji Yasuda Life Insurance Company (4.44%)
Japan Trustee Services Bank, Ltd. (Trust account) (3.91%)
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(2) Succeeding Companies
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(1)
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Trade name
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Kirin Agribio Company, Limited
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Kirin Business System Co., Ltd.
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Kirin Hotel Development Co., Ltd.
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(2)
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Main business
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Flowers, seeds and seedings business
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Information processing service business
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Hotel business
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(3)
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Date of incorporation |
June 20, 1995
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May 10, 1988
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September 1, 1998
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(4)
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Address of head office
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24-2, Hatchobori 2-chome, Chuo-ku, Tokyo
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26-1, Jingumae 6-chome, Shibuya-ku, Tokyo
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4-1, Shioe 1-chome, Amagasaki-shi, Hyogo
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(5)
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Name and title of representative
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Manabu Matsuo, President and Representative Director
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Masayuki Tamura, President and Representative Director
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Shiro Atsumi, President and Representative Director
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(6)
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Common stock
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30 million yen(as of September 30, 2006)
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50 million yen(as of December 31, 2006)
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10 million yen(as of December 31, 2006)
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(7)
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Outstanding shares
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80,000 shares(as of September 30, 2006)
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1,000 shares(as of December 31, 2006)
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200 shares(as of December 31, 2006)
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(8)
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Net assets
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-146 million yen (non-consolidated)(as of September 30, 2006)
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951 million yen (non-consolidated) (as of December 31, 2005)
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42 million yen (non-consolidated)(as of December 31, 2005)
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(9)
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Total assets
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889 million yen (non-consolidated)(as of September 30, 2006)
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3,271 million yen (non-consolidated) (as of December 31, 2005)
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128 million yen (non-consolidated)(as of December 31, 2005)
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(10)
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Fiscal year end
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September 30
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December 31
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December 31
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(11)
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Major shareholders and shareholding
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Kirin Brewery Company, Limited 100%
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Kirin Brewery Company, Limited holds all 500 outstanding shares (excluding 500 treasury shares held by Kirin Business System)
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Kirin Brewery Company, Limited 100%
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4. Outline of businesses to be split and transferred
(1) Main businesses to be split and transferred
Agribio business, information processing service business, and hotel business
(2) Operating results of the businesses to be split and transferred
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Agribio business (a) *1
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Result at FY ended December 2006 (b)
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Ratio (a/b)
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Net sales
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9,607
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Gross profit
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3,140
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Operating income
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599
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*1: 0 billion yen is recorded as non-operating income.
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Information processing service business (a)
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Result at FY ended December 2006 (b)
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Ratio (a/b)
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Net sales
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-
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9,607
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Gross profit
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3,140
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Operating income
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-9
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599
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-1.60%
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Hotel business (a) *2
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Result at FY ended December 2006 (b)
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Ratio (a/b)
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Net sales
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-
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9,607
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Gross profit
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-
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3,140
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Operating income
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-
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599
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*2: -100 million yen is recorded as non-operating expenses.
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Line-items and value of assets and liabilities of the businesses to be split and transferred (as of December 31, 2006) |
The Company will disclose the recent line-items and book values of the assets and liabilities to be transferred to Kirin Agribio, Kirin Business System and Kirin Hotel Development, respectively, upon the implementation of the Corporate Split, as soon as such line-items and book values are determined.
5. Post-Corporate Split status of the Company as a listed company
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(1)
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Trade name
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Kirin Brewery Company, Limited(The Company's name is expected to be changed to "Kirin Holdings, Co., Ltd." as of July 1, 2007.)
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(2)
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Main business
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Manufacturing and sales of beer, pharmaceutical products, etc.(The Company plans to become a pure holding company as of July 1, 2007.)
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(3)
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Address of head office
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10-1, Shinkawa 2-chome, Chuo-ku, Tokyo
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(4)
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Name and title of representative
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Kazuyasu Kato, President and Representative Director
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(5)
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Common stock
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102,045,793,357 yen
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(6)
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Fiscal year end
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December 31
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(7) Prospects of impact on business results due to Corporate Split
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Prospects of consolidated business results after the Corporate Split
Because each of the Succeeding Company is a wholly owned subsidiary of the Company, impact of the Corporate Split on the Company's consolidated business result is expected to be insignificant. |
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Prospects of non-consolidated business results after the Corporate Split
Impact of the Corporate Split, which will be implemented on April 1, 2007, on the Company's non-consolidated business result is expected to be insignificant. From July 1, 2007, the Company expects to record dividends income, among other things, from each of its group companies, and the Company, as the holding company, will bear certain of the operating costs. |
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