Making 美州興産 a wholly owned subsidiary through a share exchange and integrating group management

「Net assets increased due to an increase in capital surplus and a decrease in non-controlling interests accompanying the acquisition of additional shares in the Company’s consolidated subsidiary ミノセラミックス商事株式会社, which made the company a wholly owned subsidiary.」

「The Share Exchange was carried out on 12 December 2018. By making 美州興産 a wholly owned subsidiary through the Share Exchange, the Company sought to enhance the unity and agility of group management, make effective mutual use of management resources within the Group, and pursue more effective and efficient business development, thereby increasing corporate value and further improving the earnings and competitiveness of both companies.」

「At meetings of the boards of directors of the Company and its consolidated subsidiary 美州興産株式会社 (hereinafter, “美州興産”) held on 8 November 2018, the two companies resolved to conduct a share exchange (hereinafter, the “Share Exchange”), effective 12 December 2018 (予定), under which the Company would become the wholly owning parent company and 美州興産 the wholly owned subsidiary. Under the Share Exchange, 23.1 shares of the Company’s common stock will be allotted and delivered for each share of 美州興産’s common stock.」