IWITH ROBOTICS
Press release
2024-08-21
Dear
Company name IWIS Robotics Inc
CEO Chieh Wang
Contact Toshio Hirano, Strategic Planning Office
(Phone: 03-6824-6916)
Share Exchange with Kuramoto Manufacturing Co., Ltd.
Notice of Conclusion of Basic Agreement
(Headquarters: Shinagawa-ku, Tokyo; CEO: Wang Chi) is developing a solution business that aims to improve efficiency and quality in "human life," "social infrastructure," and "business domain" with more powerful technologies that integrate AI and IOT.
Kuramoto Seisakusho Co., Ltd. (code: 5216 TSE Standard, hereinafter referred to as "Kuramoto Seisakusho") is the parent company of the share exchange (hereinafter referred to as the "Share Exchange").
1. Purpose of becoming a wholly owned subsidiary through share exchange
Against the background of developing cleaning robots specialized for the Japanese market, in consideration of the strong demand from customers for robot manufacturing needs in Japan and the superiority in manufacturer registration in small and medium-sized enterprise labor saving investment subsidies, etc., we were looking for the possibility of manufacturing in Japan as an important business strategy.Through the mediation of Smart Eiki Limited Liability Partnership, a shareholder of our company, we were asked if we could utilize the idle factory of Kuramoto Manufacturing Co., Ltd. as a manufacturing base candidate in Japan, and we have examined the possibility of collaboration with the company with a view to manufacturing assembly contract from our company on a total of 174,000 ㎡ land and a total of 48,000 ㎡ building. By joining the Kuramoto Seisakusho Group as a wholly owned subsidiary, the Company has decided to enter into the Share Exchange based on the judgment that by maximizing the group synergies held by both companies, it is expected to enhance the brand power that improves the corporate value of the Company in the expanding cleaning robot market. Kuramoto Seisakusho, headquartered in Kurihara City, Miyagi Prefecture, is listed on the Tokyo Stock Exchange Standard Stock Exchange (TSE) for its core business of developing, manufacturing, and selling glass substrates for flat-screen televisions (for LCD displays, plasma displays, EL, and fine elements such as sensors), as well as its core business of leasing real estate and processing and selling semiconductor manufacturing equipment-related components.
2. Stock Exchange
(1) Schedule of share exchange
Basic Agreement Approval Board of Directors Kuramoto Manufacturing Co., Ltd. August 21, 2024
Basic Agreement Approval Board of Directors Our company August 21, 2024
Date of Conclusion of Basic Agreement Kuramoto Manufacturing Co., Ltd. August 21, 2024
Share Exchange Agreement Approval Date of Board of Directors Resolution Kuramoto Manufacturing Co., Ltd. Early September 2024 (planned)
Date of Conclusion of Basic Agreement Kuramoto Manufacturing Co., Ltd. Early September 2024 (planned)
Share Exchange Agreement Approval Extraordinary General Meeting of Shareholders Our company Late September 2024 (planned)
Share Exchange Agreement Approval Extraordinary General Meeting of Shareholders Kuramoto Manufacturing Co., Ltd. Late October 2024 (planned)
Effective Date of Share Exchange - November 01, 2024 (planned)
(Note 1)
The above schedule may be changed by agreement between the two companies if it becomes necessary due to the necessity of procedures related to the Share Exchange or other reasons.
(Note 2)
The above schedule may be changed by agreement between the two companies.
(Note 3)
The Extraordinary General Meeting of Shareholders of the Company and IWR will be decided in the future.
(2) Method of this exchange
The details of the share exchange agreement will be announced at the time of the conclusion of the share exchange agreement.
(3) Details of the allotment pertaining to the Share Exchange
The details of the share exchange agreement will be announced at the time of the conclusion of the share exchange agreement.
The details of the allotment pertaining to the Share Exchange are scheduled as follows.
① The number of common shares of the Company to be delivered by Kuramoto Seisakusho to shareholders of the Company shall be delivered by dividing the amount of 2) below by the share price of 1). Kuramoto Seisakusho and the Company understand that this method may be changed as a result of due diligence or as a result of evaluation by a third-party calculation organization independent of the Company and Kuramoto Seisakusho.
1) The stock value of Kuramoto Seisakusho shall be the simple average of the closing price on the TSE Stock Exchange on the day before the Share Exchange Agreement Conclusion Date (hereinafter referred to as the "Record Date") and the stock price on the average of the three months up to the Record Date.
2) The total number of issued shares of the Company shall be 3 billion yen.
② Of the number of common shares delivered by the Company as calculated pursuant to paragraph (1) of the preceding paragraph, the following shall apply to shares equivalent to one-half (hereinafter referred to as "Common Shares" in this Article).
1) Shareholders subject to the allotment (a person designated separately by the Company; the same shall apply hereinafter) who received the allotment of the common shares shall not be transferable for five years (a separate memorandum of understanding shall be entered into between the Company and the shareholders subject to the allotment). However, if the total amount of net income after tax in the final settlement of the Target Company exceeds 1.5 billion yen within five years, it shall be transferable.
2) If the total amount of net income after tax is less than 1.5 billion yen over a five-year period, Kuramoto Manufacturing Co., Ltd. may acquire the Common Shares from the Allotted Shareholders free of charge by dividing the amount of net income after tax acquired over the five-year period that does not reach 1.5 billion yen by 1.5 billion yen (a separate memorandum of understanding will be concluded between the Company and the Allotted Shareholders). However, if the total amount of net income after tax is less than 500 million yen over a five-year period, Kuramoto Manufacturing Co., Ltd. may acquire all of the Common Shares from the Allotted Shareholders free of charge.
(4) Treatment of Stock Acquisition Rights and Bonds with Stock Acquisition Rights in connection with the Share Exchange
Since the Company has not issued any of the Stock Acquisition Rights and Bonds with Stock Acquisition Rights, there are no applicable matters.
3.Stock Exchange
Share Exchange Wholly Parent Company
① Name Kuramoto Manufacturing Co., Ltd.
② Location: 1-1 Hanamizumae, Kurihara City, Miyagi Prefecture
③ Name and title of representative Toshiyuki Watanabe, President
④ Business Description Substrate business centered on processing and sales of liquid crystal glass substrates, color filter substrates, and film-forming glass substrates, real estate leasing business, and semiconductor processing business centered on processing and sales of parts related to semiconductor manufacturing equipment
⑤ Capital 80,000,000 yen
⑥ Date of establishment August 29, 1980
⑦ Number of shares issued 35,455,519 shares
⑧ Accounting period December 31
⑨ Number of employees 84 people
⑩ Major Customers TOPPAN CORPORATION, SOAR CORPORATION
⑪ Major Banks Mizuho Bank
⑫ Major Shareholders and Shareholding Ratio
New Century LLP
35.45%
Nasu Material Co., Ltd.
7.79%
Toshiyuki Watanabe
3.38%
Rakuten Securities Co., Ltd.
1.96%
Shoho Co., Ltd.
1.55%
Li Ke
1.20%
Masayuki Hashino
0.61%
Wen Lin
0.58%
Yuten Yamanaka
0.54%
SBI Securities Co
0.47%
Renning
0.44%
⑬ Relationship between the parties, etc.
Capital relationship There is no relevant matter
Human relationships There is no relevant matter
Business relations There is no relevant matter
Applicability to Related Parties There is no relevant matter
⑭ 直近3年間の経営成績及び財務状況 (千円)
Accounting period Fiscal year ending December 31, 2021 Fiscal Year Ending December 2022 Fiscal Year Ending December 2023
Net assets 688,120 689,056 197,481
Total assets 1,668,633 1,531,350 1,117,044
Net assets per share (yen) 20.78 20.81 5.87
Sales 1,033,356 1,058,494 704,561
Operating profit △42,825 △117,348 △407,489
Ordinary Income 8,798 △32,854 △399,169
Net income 9,025 744 △555,258
Net income per share (yen) 0.28 0.02 △16.58
Dividend per share (yen) - - -
Share Exchange Wholly Parent Company
① Name iWith Robotics Inc.
② Location: 1-47-1 Oi, Shinagawa-ku, Tokyo
③ Name and title of representative CEO Chieh Wang
④ Business Description Development and sales of business support robots and provision of maintenance services
⑤ Capital 64,868,413 yen
⑥ Date of establishment February 1, 2023
⑦ Number of shares issued 565 shares
⑧ Accounting period December 31
⑨ Number of employees 15 people
⑩ Major Customers General Corporation
⑪ Major Banks Mitsubishi UFJ Bank
⑫ Major Shareholders and Shareholding Ratio
Wang Chong
88.0%
Smart Yonghui Limited Liability Partnership
7.0%
Net Stars Inc
5.0%
⑬ Relationship between the parties, etc.
Capital relationship There is no relevant matter
Human relationships Mr. Yasushi Fuji, Representative Director of Eiki Shoji Co., Ltd., a member of Smart Eiki Limited Liability Partnership, is a member of New Century Limited Liability Partnership, which is the largest shareholder of the Company.
Business relations There is no relevant matter
Applicability to Related Parties There is no relevant matter
⑭ Business results and financial status for the last three years (thousand yen)
Accounting period Fiscal year ending December 31, 2021 Fiscal Year Ending December 2022 Fiscal Year Ending December 2023
Net assets - - 21,545
Total assets - - 267,771
Net assets per share (yen) - - 492,452.542
Sales - - 326,081
Operating profit - - 21,564
Ordinary Income - - 24,848
Net income - - 16,545
Net income per share (yen) - - △16.58
Dividend per share (yen) - - 33,091.238
4.Situation after the Share Exchange
As a result of the Share Exchange, there will be no changes to the Company s name, location, title and name of representative, composition of directors and corporate auditors, business contents, capital and accounting period.
5.Future Outlook
The Company believes that the Share Exchange will contribute to the improvement of the Group's medium- to long-term corporate value, and the Company and Kuramoto Seisakusho will continue to hold discussions toward the conclusion of the contract.Details of the Share Exchange, including the impact of the Share Exchange on business performance, will be announced at the time of conclusion of the Share Exchange Agreement.
6.Matters Concerning Transactions with Controlling Shareholders
There are no applicable items.
At IWIS Robotics, we recognize that the improvement of the environment where the declining population and the aging of the population have become major social problems in Japan is our mission, and all employees are working together to solve problems.
We believe that this will lead to the creation of value for the future that we are advocating.
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