Merger of a consolidated subsidiary
DISCO Corporation (hereinafter "DISCO") decided to absorb DISCO ENGINEERING SERVICE, LTD. (hereinafter "DES"), one of the consolidated subsidiaries, as of January 1, 2005. The details of the merger are as follows;
1. Purpose
DES has been providing maintenance services for DISCO-produced equipment. The merger aims to consolidate the integrity of our system from sales to maintenance services in order to better serve our customers.
2. Details
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• Timetable |
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Board of Directors' Meeting for the approval of Merger Agreement
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September 15, 2004 |
| Signing of the Merger Agreement |
September 15, 2004 |
| General Shareholders' Meeting (DISCO) will not be held. (see note 1) |
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| General Shareholders' Meeting (DES) |
October 18, 2004 |
| Date of the Merger |
January 1, 2005 |
| (note1) The merger is a simplified merger under Article No.413-3-1 of the Commercial Law, and accordingly, the approval of the merger agreement by the General Shareholders' Meeting is not required. |
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| • Formalities of merger |
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DISCO, being a surviving company, is to absorb DES which will be dissolved upon the merger. |
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| • Others |
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Upon the merger, all the shares of DES held by DISCO will be retired without compensation, and there will be no issuance of new shares and no increase of DISCO's capital stock.. |
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3. Summary of the two companies before merger
| 1. Trade name |
DISCO Corporation
(Surviving Company)
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DISCO ENGINEERING SERVICES, LTD.
(Company to be absorbed)
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| 2. Description of business |
| - |
Manufacturing and sale of precision cutting, grinding and polishing machines |
| - |
Manufacturing and sale of precision
diamond abrasive tools
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| - |
Maintenance services for DISCO-produced equipment |
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| 3. Date of foundation |
March 2, 1940 |
January 6, 1983 |
| 4. Address of the Head office |
14-3, Higashi-Kojiya 2-chome, Ota-ku, Tokyo |
25-21, Higashi-Shinagawa 2-chome, Shinagawa-ku, Tokyo |
| 5. Company Representative |
Hitoshi Mizorogi, President and COO |
Hitoshi Mizorogi, President and CEO |
| 6. Capital stock |
9,795 million yen |
400 million yen |
| 7. Number of shares issued and outstanding |
32,130, 711 shares |
8,000 shares |
| 8. Total assets |
74,361 million yen |
2,910 million yen |
| 9. Accounting term |
March 31 |
March 31 |
| 10. Number of employees |
1,171 |
112 |
| 11. Description of Shares |
Listed on the first section of the Tokyo Exchange Market |
100 % owned by DISCO |
| 12. Main financing banks |
UFJ Bank, Bank of Tokyo-Mitsubishi,
Momiji Bank
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UFJ Bank, Bank of Tokyo-Mitsubishi |
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4. Summary of the Company after merger
| Trade name |
DISCO Corporation |
| Description of business |
| - |
Manufacturing, sale and maintenance services of precision cutting, grinding and polishing machines |
| - |
Manufacturing and sale of precision diamond abrasive tools |
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| Address of the Head office |
13-11, Omori-Kita 2-chome, Ota-ku, Tokyo (see note 2) |
| Company representative |
Hitoshi Mizorogi |
| Capital stock |
No increase of capital stock by the merger |
| Total Assets |
The impact to the total assets is presently under examination |
| Accounting term |
March 31 |
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(note 2) The Head offices of both DISCO and DES will be relocated to the same building at Omori, Ota-ku, Tokyo as of late November.
5. Impact to the business performance and future prospect
As this is a merger of a 100% consolidated subsidiary, there will be only a minor impact to the consolidated sales and consolidated net income.
The improvement of the management efficiency is expected in terms of both business and cost.
6. Contact
Marketing Communications Team, Marketing Strategy Group,
Corporate Strategy Division, DISCO Corporation
Phone: 81-3-4590-1090Fax: 81-3-4590-1094 |
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