Business integration with Alpine and transition to a holding company structure

「Under this agreement, the Company assumed アルパイン through a company split effective 1 April 2020.」

「At a meeting of the Board of Directors held on 30 October 2019, the Company resolved to assume through an absorption-type company split all businesses of its wholly owned consolidated subsidiary アルパイン (excluding the business of holding and managing the trademark rights relating to the "Alpine" aftermarket business and shares in subsidiaries), and entered into an absorption-type company split agreement with アルパイン on the same date.」

「Business combination date: 1 April 2020 (scheduled)」

「At an extraordinary general meeting of shareholders of アルパイン held on 5 December 2018, the share exchange agreement was approved. Accordingly, the share exchange became effective on 1 January 2019.」

「Pursuant to a resolution of the Company's Board of Directors dated 27 September 2018, the Company decided to agree to アルパイン implementing the special dividend and not to revise the share exchange ratio. The Company and アルパイン agreed on the payment of the special dividend.」

「In response, on 27 July 2018, the Company and アルパイン entered into a basic business alliance agreement (the "Basic Business Alliance Agreement") to establish a business alliance based on the business integration in areas other than product fields in which the two companies compete. The agreement aims to further enhance the corporate value of both companies and steadily realize synergies from the business integration.」

「However, at a meeting of the Board of Directors held on 27 February 2018, the Company decided to cancel the absorption-type company split, change the management structure after the business integration to an operating holding company structure, and introduce a company system. The transition to the operating holding company structure and company system was scheduled for 1 January 2019.」

「At a meeting of the Board of Directors held on 22 December 2017, the Company resolved to postpone execution of the agreement. Regarding the postponement, since announcing the business integration, the Company and アルパイン had established an integration preparation committee comprising the representative directors and presidents and other relevant officers of both companies, and had been discussing the creation of synergies through the mutual use of management resources, including core technologies and infrastructure. In parallel, they had been considering the details of the company split from the perspective of establishing the desired structure after the business integration. The Company concluded that further consideration was necessary. However, there was no change to the plan to conduct a share exchange under which the Company would become the wholly owning parent company in the share exchange and アルパイン would become the wholly owned subsidiary in the share exchange.」

「In addition, for the purpose of transitioning to a holding company structure, the Company entered into a memorandum of basic agreement concerning an absorption-type company split. Under the agreement, アルプスHD株式会社, established as a wholly owned subsidiary of the Company pursuant to a resolution of the Board of Directors dated the same day, would assume the rights and obligations relating to businesses other than the Group's management and asset management businesses.」

「At a meeting of the Board of Directors held on 27 July 2017, the Company resolved to carry out a business integration with its consolidated subsidiary アルパイン (the "Alpine"), involving a transition to a holding company structure. The Company subsequently entered into a share exchange agreement, effective 1 January 2019, under which the Company would become the wholly owning parent company in the share exchange and アルパイン would become the wholly owned subsidiary in the share exchange.」