[Dexerials Co., Ltd.] Notice regarding change in specified subsidiary (stock transfer)
Dexerials Co., Ltd. Press release: September 25, 2024 Notice regarding change in specified subsidiary (stock transfer) Dexerials Co., Ltd. (Headquarters: Shimotsuke City, Tochigi Prefecture, President and Representative Director: Yuku Shinke, hereinafter referred to as the “Company”) has announced the following ” Announcement regarding agreement to discuss forming a strategic partnership with Leicester Holdings Co., Ltd. and changes in specified subsidiaries (https://www.dexerials
(https://www.dexerials.jp/news/pdf/2024/news24008.pdf) ” and July 1, 2024 “ (Progress of disclosure matters) Notice regarding completion of transfer (stock transfer) of specified subsidiary and change of trade name, etc. (https://www.dexerials.jp/news/pdf/2024/news24032.pdf) ” (hereinafter collectively referred to as “Timely Disclosure Regarding the Joint Venture, etc.”), by resolution of the Board of Directors today, Leicester Co., Ltd. (Headquarters: Minato-ku, Tokyo;
Representative Director, Chairman and President: Konno) We decided to conclude a stock transfer agreement and shareholder agreement with Dexerials Taiwan Corporation and Dexerials Korea Corporation, which are our specified subsidiaries (hereinafter referred to as
“Leicester”), for the purpose of turning them into joint venture companies. We have concluded this agreement with Leicester. Due to the stock transfer based on this agreement (hereinafter referred to as the “Share Transfer”), Dexerials Taiwan Corporation and Dexerials Korea Corporation will be excluded from our consolidated subsidiaries and specified subsidiaries and will become equity method affiliates. We will inform you accordingly. Note 1. Reason for change of specified subsidiary As announced in the timely disclosure regarding this joint venture, etc., the Company will efficiently manage its sales operations in the Asian region through a collaborative structure with Leicester, which has a rich track record as a trading company for semiconductors and electronic components both domestically and internationally. We have already established Restar Dexerials Hong Kong Limited (formerly known as Dexerials Hong Kong Limited) as a joint venture in Hong Kong and have begun working together. As part of building a collaborative system for sales operations, we have decided to transfer the shares in Taiwan and South Korea to make Dexerials Taiwan Corporation and Dexerials Korea Corporation joint venture companies. 2. Summary of the stock transfer The Company will transfer the business related to the sales and marketing functions of Dexerials Taiwan Corporation and Dexerials Korea Corporation to wholly owned subsidiaries of the Company in the following manner, and then the Company will transfer the business related to the sales and marketing functions of Dexerials Taiwan Corporation and Dexerials Korea Corporation, which operate the business related to the sales function, respectively. The two companies will become a joint venture company by transferring 51% of their shares to Lester. The stock transfer is scheduled to be carried out subject to obtaining approval from the relevant authorities based on the competition laws of each country and region. (1) The Company will establish a new wholly owned subsidiary of the Company in Taiwan (hereinafter referred to as the “Taiwanese Newly Established Subsidiary”), and through business transfer, the business related to the sales and marketing functions of Dexerials Taiwan Corporation will be transferred to the Taiwanese Newly Established Subsidiary. We will transfer 51% of the shares of Dexerials Taiwan Corporation that we hold to Lester. (2) In South Korea, the Company will transfer the business related to the sales and marketing functions of Dexerials Korea Corporation to the newly established Company through an incorporation-type company split (hereinafter referred to as the “Split”) under Korean law. After passing it on to a subsidiary, we will transfer 51% of the shares of Dexerials Korea Corporation that we hold to Lester. 3. Overview of the specified subsidiary to be transferred Overview of Dexerials Taiwan Corporation
https://prcdn.freetls.fastly.net/release_image/64805/73/64805-73-9b30398bdda949cd2c6d54a0552de6a2-1095×811.png Overview of Dexerials Korea Corporation
https://prcdn.freetls.fastly.net/release_image/64805/73/64805-73-41dfe2ddda60324f43fe4a7560f12f97-1097×810.png (Note) Even after the above two companies become a joint venture company, we plan to sell a portion of our sales directly to
distributors without going through the joint venture company. 4. Overview of the company after becoming a joint venture company Overview of Dexerials Taiwan Corporation after becoming a joint venture company
https://prcdn.freetls.fastly.net/release_image/64805/73/64805-73-3ac49b24fcdf48c01d757458dab6fb6b-1097×296.png Overview of Dexerials Korea Corporation after becoming a joint venture company
https://prcdn.freetls.fastly.net/release_image/64805/73/64805-73-8b6406e0f79e0595c63684f8684a1b30-1097×297.png (Note) As a result of this split, the capital of Dexerials Korea Corporation is scheduled to decrease by 1,050,000,000 Korean won to 3,950,000,000 Korean won. 5. Overview of joint venture partner Image
URL: https://prcdn.freetls.fastly.net/release_image/64805/73/64805-73-19401f66a60abcefbe774aff4bed5115-822×847.png 6. Number of shares to be transferred, transfer price, and status of owned shares before and after transfer Dexerials Taiwan Corporation
https://prcdn.freetls.fastly.net/release_image/64805/73/64805-73-7ba0c3d94c5c588192089f08e5f4961b-1070×234.png Dexerials Korea Corporation
https://prcdn.freetls.fastly.net/release_image/64805/73/64805-73-86e940111a0bf62692d7fbf3818a7bac-1070×234.png (Note) Due to the decrease in the capital of Dexerials Korea Corporation due to this split, the total number of issued shares of the company is scheduled to decrease from 1,000,000 shares to 790,000 shares. 7. Date
https://prcdn.freetls.fastly.net/release_image/64805/73/64805-73-4f235a1faf856e528e8a170c7fe9d55c-1070×471.png 8. Future outlook The impact of this matter on our company’s full-year consolidated results for the fiscal year ending March 2025 is minimal. (Reference) Consolidated results forecast for the current fiscal year (announced on May 13, 2024) and consolidated results for the previous fiscal year
https://prcdn.freetls.fastly.net/release_image/64805/73/64805-73-b0fe07a449dabff7cab3d90fb69ddd77-1071×230.png (Note) The Company has decided to voluntarily apply International Financial Reporting Standards (IFRS) from the fiscal year ending March 2025. For this reason, the consolidated business results forecast for the fiscal year ending March 2025 has been prepared based on IFRS, and the consolidated business results for the previous fiscal year (ending March 2024) are sales, operating income, and net income before taxes based on Japanese GAAP. Profit and net income attributable to parent company shareholders are listed. More than that Our company develops, manufactures, and sells electronic devices such as smartphones and notebook computers, electronic components essential for automobiles, which are increasingly becoming electrically equipped, and functional materials such as bonding materials and optical materials. In addition, as a starting point for contributing to further growth and the realization of a sustainable society, in May 2024, we established our company’s purpose ( Management philosophy, corporate vision, purpose | Company information | Dexerials Co., Ltd. (dexerials.jp) ) and have formulated a new five-year medium-term management plan. Company name: Dexerials Co., Ltd. Head Office: 1724 Shimotsuboyama, Shimotsuke City, Tochigi Prefecture Representative: Representative Director and President Yuku Shinke Established: June 20, 2012 Official website: https://www.dexerials.jp/ (https://www.dexerials.jp/) Medium-term management plan:
https://www.dexerials.jp/ir/management/plan.html
(https://www.dexerials.jp/ir/management/plan.html)