Taiyo
Kaiun Kabushiki Kaisha
Restructured into a 100 % Subsidiary of Kawasaki Kisen Kaisha, Ltd.
by Means of the Legalized Stock Exchange
Announcement is being
made upon the subject matter.
Kawasaki Kisen Kaisha, Ltd. ("K"LINE) and Taiyo Kaiun Kabushiki Kaisha (Taiyo)
have agreed that "K"LINE shall restructure Taiyo into its wholly-owned
subsidiary in conformity with the Stock Exchange.
Taiyo is going to hold an extraordinary meeting of shareholders in end-January 2000 to
resolve the issue of the Stock Exchange. The day of the Stock Exchange will be March 1,
2000. "K"LINE is not going to hold a meeting of shareholders in conformity with
the Japanese Commercial Law Article No. 358, legalizing simplification of procedures for
the Stock Exchange.
1.Purposes of
Restructuring Taiyo into "K"LINE’s Wholly-Owned Subsidiaries
with the Stock Exchange
"K"LINE’s five-year-long
management plan, “New "K"LINE Spirit for 21” (New K-21) has been
promoted since April 1998. According to the plan the Company is endeavoring to promote the
priority-given management goals- globalization of management concept, importance attached
to consolidated management, reductions of interest-bearing debts, revitalization of the
organizations and pursuit of perfection of safety in navigation.
Taiyo is the consolidated company of
"K"LINE, the share of stock of which is held by "K"LINE to 41.73 %.
As the main lines of business, Taiyo is working
on ship owner’s business and ship management in operation and administration, taking
part in "K"LINE’s core business of marine transportation.
In the meantime, diversifying the lines of business, Taiyo charters ships out to
overseas ship owners other than the Group companies, and manages sports gyms etc.
The oceangoing shipping, the world’s single
and non-regulated market is being exposed to so severe international competition.
"K"LINE is required to make consolidated management more efficient and to
upgrade itself in value. We have judged that by token of the Stock Exchange, Taiyo should
be restructured into the wholly - owned subsidiaries of "K"LINE. On this
concept, we will realize unification of business management in the shipping business and
will restructure, reinforce and develop the diversified field of the non-shipping
business.
Convincingly, to live up to expectations of each and every shareholder, we aim to attain
an increase in efficiencies and an improvement in profitability by the above actions. |
2. Conditions of Stock Exchange
(1) Schedule for Stock Exchange
| November 26, 1999: |
meetings of the Boards of
Directors for approval
of the Stock Exchange Agreement |
| November 26, 1999: |
conclusion of the Stock
Exchange Agreement |
| January 27, 2000 : |
extraordinary
shareholders’ meeting for
approval of the Stock Exchange Agreement |
| March 1, 2000 : |
day of stock exchange |
(2) Stock Exchange
Ratio
| |
Kawasaki
Kisen Kaisha, Ltd.
(a 100% parent company) |
Taiyo Kaiun Kabushiki Kaisha
(wholly-owned subsidiary) |
| Stock exchange ratio |
1 |
0.473 |
| Attention:
|
| 1. |
Allotment Ratio of
Shares of Stock
Allotment shall be made at the ratio of Taiyo's stock 1 share for "K"LINE's
stock 0.473 shares. |
| |
| 2. |
Criteria for Stock
Exchange Ratio
Kawasaki Kisen Kaisha, Ltd. and Taiyo Kaiun Kabushiki Kaisha appointed the Nomura
Securities Co., Ltd. to execute assessment on stock exchange ratio impartially. Based on
the Nomura's assessed ratio, the both companies mutually agreed with each other to the
above ratio. |
| |
| 3. |
Results of Assessment,
Methods of Assessment and Criteria for Assessment
After having studied methods of assessment such as a method to compare with similar
companies opening to the public, the Nomura Securities Co., Ltd. has assessed the stock
exchange ratio based on a method by averaged price of stock market taking into account of
the result of assessment by means of estimation by DCF (Discounted Cash Flow) and net
assets of fair market value and estimation by DCF (Discounted Cash Flow).
The stock exchange ratio as above-mentioned may be changed upon deliberation among the
parties concerned in case that there occurred serious change of some conditions on the
assumption of assessment. |
| |
| 4. |
Number of New Shares
of Stock to Be Issued for Stock Exchange
Shares of Par Value Common Stock 8,295,000 shares (par value Yen 50.00) |
| |
| 5. |
Commencement Date for
Calculation of a Dividend
A dividend on the new shares to be issued at the time of the stock exchange shall be
calculated as from and including October 1(Friday), 1999. |
|
3. Outline of the Both Companies of Stock Exchange
Outline of the Both Companies
(as of March 31, 1999)
1. company’s name |
Kawasaki Kisen Kaisha,
Ltd. |
Taiyo Kaiun Kabushiki
Kaisha |
2. items of business |
Marine
transportation |
Marine
transportation |
3. when founded |
April 1919 |
September 1917 |
4. address of head office |
8 Kaigandori,
Chuo-ku,
Kobe, Japan |
18-2,
Akashi-machi,
Chuo-ku, Kobe, Japan |
5. name of representative
director |
Isao Shintani |
Hiroichi Tanaka |
6. capital |
Yen 29,275
million |
Yen 1,500
million |
7. issued shares of common stock
(par value) |
585,502 thousand
(Yen 50) |
30,000 thousand
(Yen 50) |
8. shareholders’ equity |
Yen 57,757
million |
Yen 1,935
million |
9. total assets |
Yen 241,432
million |
Yen 5,096
million |
10. close of fiscal year |
March 31 |
March 31 |
11. number of employees |
818 |
57 |
12. main shareholders
and ratios of shareholding
(as of Nov. 1, 1999) |
1.Kawasaki Heavy
Industries Ltd.
5.60%
2. Tokio Marine & Fire
Insurance Co., Ltd.
5.33%
3. The Dai-Ichi Kangyo
Bank, Ltd.
4.92%
4. The Sakura Bank,
Ltd.
4.03%
5. Nippon Life
Insurance Company
3.94% |
1. Kawasaki
Kisen
Kaisha, Ltd.
41.73%
2. Tokio Marine & Fire
Insurance Co., Ltd.
4.83%
3. Yasuda Fire &
Marine Insurance
Co., Ltd.
4.83%
4. The Sanwa Bank,
Ltd.
4.00%
5. The Sakura Bank,
Ltd.
3.33% |
13. main banks |
The Dai-Ichi
Kangyo
Bank, Ltd. and others. |
The Sakura Bank,
Ltd.
and others. |
14. Achievements of the Both
Companies during the Past Three Accounting Periods
a. Kawasaki Kisen Kaisha, Ltd.
(the 100 percent parent company)
| Close of fiscal year |
Fiscal
Year 1996 |
Fiscal
Year 1997 |
Fiscal
Year 1998 |
| Sales revenues |
Yen 348,613 million |
Yen 379,602 million |
Yen 385,482 million |
| Ordinary profit |
Yen 6,949 million |
Yen 10,258 million |
Yen 8,233 million |
| Net profit |
Yen 1,811 million |
Yen 2,244 million |
Yen 3,015 million |
| Net profit per share |
Yen 3.09 |
Yen 3.83 |
Yen 5.15 |
| Dividend per share |
- |
Yen 3.00 |
Yen 3.00 |
Shareholders’ equity
per share |
Yen 92.66 |
Yen 96.49 |
Yen 98.65 |
b. Taiyo Kaiun Kabushiki
Kaisha(a wholly-owned subsidiary of "K"LINE)
| Close of fiscal year |
Fiscal
Year 1996 |
Fiscal
Year 1997 |
Fiscal
Year 1998 |
| Sales revenues |
Yen 4,758 million |
Yen 5,219 million |
Yen 5,202 million |
| Ordinary profit |
 Yen 292 million |
Yen 53 million |
Yen 222 million |
| Net profit |
Yen 6 million |
Yen 122 million |
Yen 71 million |
| Net profit per share |
Yen 0.23 |
Yen 4.08 |
Yen 2.38 |
| Dividend per share |
- |
- |
- |
Shareholders’ equity
per share |
Yen 56.87 |
Yen 60.96 |
Yen 64.53 |
4. Outlook
for the Results of the Stock Exchange
Since Taiyo is the consolidated company of "K"LINE we do not
prospect any great change to the consolidated achievement as a result of implementation of
the Stock Exchange. It is expected, however, that to restructure the company as
above-mentioned will contribute to improvement and stabilization in the business
achievement of the "K"LINE Group by token of upgrading efficiencies in group
management and unification of business management.
Further thought is to be given to the directions of this matter within the Group.For further details we would like you to contact the
following persons in charge.
|
| Kawasaki Kisen Kaisha, Ltd. |
Taiyo Kaiun Kabushiki Kaisha |
| 2-9, Nishi-Shinbashi 1-chome, |
18-2, Akashi-machi, Chuo-ku, |
| Minato-ku, Tokyo 105-8421 |
Kobe 650-0037 |
| Hiroyuki Maekawa |
Tadanobu Goto |
| Director &General Manager |
Director |
| Group Business Division |
Tel. (078)332-8081 |
| Tel. (03)3595-5039 |
|
|