NIHON CHOUZAI CO.,LTD. August 23, 2021 | |
Company name | Nihon Chouzai Co., Ltd. |
Company | Yosuke Mitsuhara, |
representative | President and CEO |
(Code: 3341, Tokyo Stock Exchange 1st Section) | |
Contacts | Kazunori Ogi, |
Director, General Manager of |
Finance Department (Phone: +81-3-6810-0800)
Notice of Absorption-Type Merger of Consolidated Subsidiary
(Simplified / Short Form Merger)
Nihon Chouzai Co., Ltd. (hereinafter "the Company") announces that it passed a resolution at its Board of Directors' meeting held on August 23, 2021 to absorb and merge Heart Dispensing Pharmacy Co., Ltd., consolidated subsidiary of the Company, as set forth below. Certain disclosures and details have been omitted in this press release since the company to be merged is a wholly owned subsidiary.
1. Purpose of the merger
Under the corporate philosophy of "Achieving True Separation of Drug Prescribing and Dispensing Services," the Company is developing its business with the aim of providing high-quality medical services on a nationwide scale by operating a chain of dispensing pharmacies throughout Japan.
The dispensing pharmacy subsidiary acquired by the Company also operates the same operations as directly managed stores and provides the same medical services as directly managed stores, but the Company intends to merge the subsidiary in order to consolidate the management of the dispensing pharmacy business, strengthen management functions, and further improve management efficiency.
2. Summary of merger
(1) Schedule of the merger
Board of Directors meeting to approve the merger: August 23, 2021
Conclusion of merger agreement: August 23, 2021
Scheduled date of the merger (effective date): October 1, 2021 (tentative)
Note: Pursuant to the provisions of both Article 796, Paragraph 2 of the Companies Act (simplified merger) and Article 784, Paragraph 1 of the Companies Act (short form merger), the merger will be conducted without obtaining the approval of the merger agreement at a general meeting of shareholders.
(2) Method of the merger
The merger is an absorption-type merger wherein the Company will be the surviving company, and Heart Dispensing Pharmacy Co., Ltd. will be dissolved.
(3) Detail of allocation relating to the merger
Since the dissolving company is a wholly owned subsidiary of the Company, no shares will be allocated or any other consideration will be delivered upon the merger.
- Treatment of stock acquisition rights and bonds with stock acquisition rights of the dissolving company Not applicable.
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3. Outline of the companies involved in the merger
(1) Company name | Nihon Chouzai Co., Ltd. Note1 | Heart Dispensing Pharmacy Co., Ltd. Note2 |
(Surviving company) | (Dissolving company) | |
(2) Scope of business | Management of dispensing chain | Manegement of a pharmacy |
pharmacies | ||
(3) Date of incorporation | March 7, 1980 | September 28, 1992 |
(4) Location | Chiyoda-ku, Tokyo | Chiyoda-ku, Tokyo |
(5) Name of the title of | Yosuke Mitsuhara, | Yosuke Mitsuhara, |
representative | President and CEO | President and CEO |
(6) Capital | 3,953 Million Yen | 5 Million Yen |
(7) No. of issued shares | 32,048,000 shares | 100 shares |
(8) Fiscal year end | March 31 | March 31 |
Hiroshi Mitsuhara | Nihon Chouzai Co., Ltd. | |
28.01% | 100.00% | |
Yosuke Mitsuhara | ||
22.14% | ||
(9) Principal shareholders | Max Planning, Inc. | |
7.47% | ||
and their percentage of | Nihon Chouzai Employee Shareholding | |
Association | ||
holdings Note3 | 3.12% | |
Yoko Mitsuhara | ||
2.67% | ||
The Master Trust Bank of Japan, Ltd. | ||
(Trust account) | ||
2.38% | ||
(10) Operating results and financial conditions for the immediately preceding fiscal year Note4 | ||
Net assets | 49,868 Million Yen | 186 Million Yen |
Total assets | 186,262 Million Yen | 374 Million Yen |
Net assets per common | 1,663.01 Yen | 1,862,893.30 Yen |
share | ||
Net sales | 278,951 Million Yen | 1,008 Million Yen |
Operating profit (loss) | 8,106 Million Yen | 72 Million Yen |
Ordinary profit (loss) | 8,409 Million Yen | 69 Million Yen |
Profit (loss) attributable to | 3,538 Million Yen | 43 Million Yen |
owners of parent | ||
Net income (loss) per | 118.01 Yen | 437,451.63 Yen |
share | ||
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Note1: The Company is a company that is subject to consolidated dividend regulations. As of March 31, 2021.
Note2: Heart Dispensing Pharmacy Co., Ltd. as of today. However, (10) is as of March 31, 2021.
Note3: Shareholding ratio is calculated after deducting treasury shares (2,061,074 shares). Note4:The Company uses consolidated figure, and Heart Dispensing Pharmacy Co., Ltd. uses
non-consolidated figure.
4. Status after the merger
There will be no changes in the trade name, location, scope of business, stated capital, or accounting periods of the Company or the title and name of the representative upon the completion of the merger.
5. Outlook
The merger is an absorption-type merger of a wholly owned subsidiary of the Company, which is not expected to have any material impact on the Company's consolidated financial results.
End
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NIHON CHOUZAI Co. Ltd. published this content on 23 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 August 2021 06:03:04 UTC.
