Kariya (Japan) ―DENSO Corporation (the “Company”) hereby announces that it has resolved to merge its wholly-owned subsidiary DENSO IT Solutions Inc. (“DENSO IT Solutions”) into the Company through an absorption-type merger, effective October 1, 2020, at a board of directors meeting held today.
Please note that the disclosed items and details are partially omitted because the merger is a simplified merger of the Company’s wholly-owned subsidiary.
1. Purpose of merger
The Company established DENSO IT Solutions (former company name: DENSO ISM Corporation) in October 2001. However, there is an urgent need to promote the company-wide digitalization strategy and facilitate utilization and application of data.
Accordingly, the Company will integrate DENSO IT Solutions and enhance in-house cooperation in order to maximize the speed and performance of operations and accelerate digital transformation.
2. Summary of merger
(1) Schedule of merger
July 6, 2020: Resolution by the board of directors on the conclusion of the merger agreement
July 6, 2020: Conclusion of the merger agreement
October 1, 2020 Effective date of the merger (planned)
Note: For the Company, this merger is a simplified merger stipulated in Article 796, Paragraph 2 of the Companies Act. For DENSO IT Solutions, this merger is a short-form merger stipulated in Article 784, Paragraph 1 of the Companies Act. Thus, both companies will proceed with the merger without obtaining approval for the merger agreement from the shareholders meeting.
(2) Method of merger
This will be an absorption-type merger in which the Company will be the surviving company and DENSO IT Solutions will be the absorbed company.
(3) Details of allotment related to the merger
There is no pertinent matter.
(4) Handling of share options and bonds with share options of the absorbed company
DENSO IT Solutions does not issue share options or bonds with share options.
3. Overview of the companies involved in the merger (as of March 31, 2020)
Surviving company Absorbed company
Name DENSO Corporation DENSO IT Solutions
Location 1-1 Showa-cho, Kariya, Aichi, Japan 1-1 Showa-cho, Kariya, Aichi, Japan
Title and name of the representative Koji Arima, President and CEO Tomoaki Shirai, President and CEO
Description of business Manufacture and sales of automotive components Planning, development, maintenance, operation, and consulting of information systems, information network systems, and security systems
Capital 187,457 million yen 80 million yen
Established December 1949 October 2001
Shares outstanding 787,944,951 shares 5,500 shares
Fiscal year-end March 31 March 31
Major shareholders and Toyota Motor Corporation 24.38% DENSO Corporation 100.00%
percentage of shares held Toyota Industries Corporation 8.95%
The Master Trust Bank of Japan, Ltd. (trust account) 6.70%
Towa Real Estate Co., Ltd. 4.29%
Japan Trustee Services Bank, Ltd. (trust account) 4.16%
Financial position and operating performance in the previous business year
The Company (consolidated, IFRS) DENSO IT Solutions (non-consolidated, Japanese GAAP)
Fiscal year-end March 2020 Fiscal year-end March 2020
Total shareholders’ equity 3,558,869 million yen Net assets 1,650 million yen
Total assets 5,651,801 million yen Total assets 4,298 million yen
Equity attributable to owners 4,384.14 yen Net assets per share 299,992.54 yen
of the parent company per share
Revenue 5,153,476 million yen Sales 12,004 million yen
Operating profit 61,078 million yen Operating profit 1,141 million yen
Profit before tax 89,631 million yen Profit before tax 1,146 million yen
Profit attributable to 68,099 million yen Net income 749 million yen
owners of the parent company
Basic earnings per share 87.89 yen Earnings per share 136,241.92 yen
4. Status of the Company after the merger
The Company’s name, location, title and name of the representative, description of business, capital, and fiscal year-end will not change after the merger.
5. Impact on business performance
The impact of this merger on the Company’s business performance is negligible on both the consolidated and non-consolidated basis. The forecast of business performance on the consolidated basis for the year ending March 2021 is yet to be determined due to the difficulty of making reasonable forecasts amid the spread of Covid-19. We will disclose the forecast as soon as it is ready.
About DENSO Corporation
DENSO is a $47.6 billion global mobility supplier that develops advanced technology and components for nearly every vehicle make and model on the road today. With manufacturing at its core, DENSO invests in its worldwide 200 facilities to produce thermal, powertrain, mobility, electrification, & electronic systems, to create jobs that directly change how the world moves. The company’s 170,000+ employees are paving the way to a mobility future that improves lives, eliminates traffic accidents, and preserves the environment. Globally headquartered in Kariya, Japan, DENSO spent 9.9 percent of its global consolidated sales on research and development in the fiscal year ending March 31, 2020. For more information about global DENSO, visit https://www.denso.com/global/en
Contact: Natsumi Suzuki