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Notice Regarding Yamato’s Shift to Holding
Company Structure |
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| May 10, 2005 |
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Yamato has announced that its Board of Directors today decided to spin off via corporate separation the Company’s delivery business (primarily freight vehicle-based transport operations) and all other business operations currently under management when it shifts to a pure holding company structure on November 1, 2005. Management of these spun-off operations will be assumed by wholly owned subsidiary Yamato Transport Spin-Off Preparatory Company (hereafter, the preparatory company).
Previously, on March 3, 2005, in a press release entitled “Shift to a Pure Holding Company Structure and Personnel Changes,” a date of April 1, 2006 was announced for this corporate separation. The Company now plans to enact this corporate separation ahead of schedule, having determined that the best course of action is to move quickly to a pure holding company as soon as preparations are complete.
Following the corporate separation, the Company will be renamed Yamato Holdings Co., Ltd., reflecting its new role as a pure holding company. The preparatory company will be renamed Yamato Transport Co., Ltd. |
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| Details of the Corporate Separation |
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| 1. Purpose (Adoption of Pure Holding Company Structure) |
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The Yamato Group, in an effort to promote Group management, has realigned its business structure, including spinning off and transferring its logistics, forwarding, moving and other operations to subsidiaries and other entities. In addition to business formation in this way, the Group has made changes to its corporate governance and redeveloped its business network.
As a final step in this process, the Group-wide decision-making and oversight functions currently vested in parent company Yamato Transport Co., Ltd. will be separated and the delivery business execution functions spun off. In addition to greater management speed, this move aims to further strengthen the Group structure and boost corporate value through more shareholder-centric business evaluation and management resource deployment.
The corporate separation process (kaisha bunkatsu seido in Japan) will be used to conduct the separation. Under this process, the Company’s delivery business and all other operations will be separated from the Company and transferred to wholly owned subsidiary Yamato Transport Spin-Off Preparatory Company. This company will be renamed Yamato Transport Co., Ltd. after the separation. At the same time, the Company will become a pure holding company to be named Yamato Holdings Co., Ltd. |
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| 2. Overview |
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(1) Schedule
Meeting of Board of Directors to approve corporate separation agreement
May 10, 2005
Signing of corporate separation agreement
May 10, 2005
Annual general meeting of shareholders to approve corporate separation agreement
June 29, 2005 (scheduled)
Date of corporate separation and transfer
November 1, 2005 (scheduled)
Registration of corporate separation
November 1, 2005 (scheduled)
(2) Separation method
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Procedure
Yamato Transport Co., Ltd.’s business will be separated and transferred to the preparatory company. |
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Reasons for adopting this method
This particular mode of corporate separation was chosen in order to transfer the Company’s delivery business and all other business operations to the preparatory company in line with the Company’s transition to a pure holding company structure.
Furthermore, because the successor company must be licensed in advance to conduct freight vehicle-based transport and other operations, this method has been used to establish the successor company prior to the corporate separation. |
(3) Share allotment
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Share allotment ratio
Upon corporate separation, the preparatory company will issue 999,800 new shares of common stock, all of which will be allotted to Yamato Transport Co., Ltd. |
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Basis of share allotment ratio calculation
Pursuant to its adoption of a pure holding company structure, the Company will transfer all business operations to wholly owned subsidiary Yamato Transport Spin-Off Preparatory Company. In turn, the preparatory company, in line with the corporate separation, will issue 999,800 new shares of common stock, all of which will be allotted to Yamato Transport Co., Ltd.
The percentage of shares held by the Company in the preparatory company will remain unchanged both prior to and after the corporate separation, as will the Company’s net assets. Consequently, the number of shares to be allotted was decided after joint discussions between both companies, with due consideration given to the preparatory company’s capital and other factors. |
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Result of calculation by independent agencies, calculation methods and basis of calculation
No independent calculations were carried out for the reasons stated in [2] above. |
(4) Payments
No corporate separation payments will be made.
(5) Rights and obligations of the successor company
The preparatory company shall assume from the Company on the date of corporate separation and transfer all assets, liabilities, receivables and payables, employment contracts and all other contractual rights and obligations pertaining to the Company’s business operations. The value thereof will be based on the Company’s balance sheet as of March 31, 2005 and other items calculated the same day, with adjustments made for changes up to the day immediately preceding the corporate separation. The preparatory company will assume all obligations of the Company
(6) Outlook for fulfillment of obligations
The Company and the preparatory company both expect to fulfill obligations becoming due after the date of corporate separation and transfer. |
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| 3. Overview of Companies Involved in Corporate Separation |
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| (1) Company name |
Yamato Transport Co., Ltd. (scheduled to be renamed Yamato Holdings Co., Ltd. on November 1, 2005)
(Undergoing corporate separation) |
Yamato Transport Spin-Off Preparatory Company
(scheduled to be renamed Yamato Transport Co., Ltd. on November 1, 2005)
(Successor company) |
| (2) Business lines |
Vehicular transport operations; Cargo transport/handling operations, others |
Vehicular transport operations; Cargo transport/handling operations, others |
| (3) Date of establishment |
February 21, 1929 |
March 31, 2005 |
| (4) Head office |
16-10, Ginza 2-chome, Chuo-ku, Tokyo, Japan |
16-10, Ginza 2-chome, Chuo-ku, Tokyo, Japan |
| (5) Representative |
Atsushi Yamazaki, president |
Koji Ogura, president |
| (6) Capital |
¥120,549 million |
¥10 million |
| (7) Issued and outstanding shares |
469,478,756 shares |
200 shares |
| (8) Shareholders' equity |
¥400,680 million |
¥10 million |
| (9) Total assets |
¥566,360 million |
¥10 million |
| (10) Fiscal year-end |
March 31 |
March 31 |
| (11) Employees |
120,228 |
0 |
| (12) Major clients |
General customers |
Not operating |
| (13) Principal shareholders and shareholding |
The Master Trust Bank of Japan, Ltd. 8.92%
Japan Trustee Services Bank, Ltd. 5.62%
The Meiji Yasuda Life Insurance Company 5.10%
Mizuho Bank, Ltd. 3.67%
The Chase Manhattan Bank, NA London 2.94% |
Yamato Transport Co., Ltd.
(100%) |
| (14) Principal banks |
Mizuho Bank, Ltd.
Sumitomo Mitsui Banking Corporation
The Bank of Tokyo-Mitsubishi, Ltd. |
Mizuho Bank, Ltd. |
| (15) Relevant ties between the two companies |
Capital |
Wholly owned subsidiary of Yamato Transport Co., Ltd. |
| Personnel |
All directors serve concurrently as directors at Yamato Transport Co., Ltd. |
| Business |
Because no business operations are currently conducted, the company has no business ties with Yamato Transport Co., Ltd. |
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| (Note) Overview of Yamato Transport Co., Ltd. as of September 30, 2004 and Yamato Transport Spin-Off Preparatory Company as of March 31, 2005. |
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| (16) Business results for three most recent fiscal years |
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Yamato Transport Co., Ltd. |
Yamato Transport Spin-Off Preparatory Company |
| Fiscal year ended |
March 31, 2002 |
March 31, 2003 |
March 31, 2004 |
Established March 31, 2005. Although the first financial year has completed, because results have yet to be confirmed, no information has been disclosed. |
| Operating revenues |
¥819,677 million |
¥838,850 million |
¥867,841 million |
| Operating income |
¥38,942 million |
¥40,950 million |
¥31,002 million |
| Ordinary income |
¥40,225 million |
¥46,652 million |
¥34,755 million |
| Net income |
¥19,313 million |
¥43,796 million |
¥44,638 million |
| Net income per share of common stock |
¥41.87 |
¥94.53 |
¥96.56 |
| Cash dividends per share of common stock |
¥14.00 |
¥15.00 |
¥18.00 |
| Shareholders’ equity per share |
¥694.17 |
¥764.20 |
¥856.59 |
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| 4. Details of business divisions to be separated |
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(1) Business divisions
All freight vehicle-based transportation business and other businesses conducted by the Company on the day prior to the date of corporate separation and transfer.
(2) Business results of the divisions to be separated for the fiscal year ended March 31, 2004
Please refer to 3. (16), because the freight vehicle-based transportation business and all other operations will be transferred.
(3) Assets, liabilities and monetary amounts to be transferred (As of March 31, 2004) |
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| Assets |
Liabilities |
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Book value |
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Book value |
| Current assets |
¥115,136 million |
Current liabilities |
¥103,446 million |
| Fixed assets |
¥321,241 million |
Long-term liabilities |
¥15,758 million |
| Total |
¥436,377 million |
Total liabilities |
¥119,204 million |
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| 5. Overview of Company after separation |
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(1) Company name
Yamato Holdings Co., Ltd.
(2) Business line
Holding company
(3) Head office
16-10, Ginza 2-chome, Chuo-ku, Tokyo, Japan
(4) Representative
Atsushi Yamazaki
(5) Capital
No increase in capital from corporate separation
(6) Total assets
Decrease by equivalent amount of liabilities transferred to successor company
(7) Fiscal year-end
March 31
(8) Effect on business results
The successor company is a wholly owned subsidiary; therefore, the corporate separation will have no effect on the Company’s consolidated business results. With respect to non-consolidated business results, the Company’s revenues following its transition to a pure holding company after corporate separation will consist of dividend income from subsidiaries and affiliated companies, as well as fees for business management and other services. Operating costs will mostly stem from the Company’s functions as a holding company. |
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