Notice Regarding Transactions for the Purpose of Making the Two Group Companies Wholly-owned Subsidiaries
December 01, 2021
TOKYO-Mitsui O.S.K. Lines, Ltd. (MOL; President & CEO: Takeshi Hashimoto; Headquarters: Minato-ku, Tokyo) resolved at its board of directors' meeting held on November 30 to acquire common stock of DAIBIRU CORPORATION (Daibiru; President & CEO: Toshiyuki Sonobe; Headquarters: Kita-ku, Osaka City) and Utoc Corporation (Utoc; President: Masahiro Tanabe; Headquarters: Naka-ku, Yokohama City,) through tender offers for the purpose of making both companies wholly-owned subsidiaries.
Note: For details regarding the above tender offers, please refer to our timely disclosure below.
By making Daibiru and Utoc wholly-owned subsidiaries, MOL aims to reinforce group management through more solid integration of management resources in the group. MOL will work on sustainable enhancement of its corporate value, concurrently with accelerating revenue growth in the entire group as well as strengthening the business of the subsidiaries.
< Aim of the Transactions >
- Create further corporate value through the global social infrastructure businesses including but not limited to shipping business
- Achieve stable business management by diversifying its business portfolio into stable businesses in preparation for fluctuation in profitability due to changes in market conditions of shipping.
- Optimize allocation of management resources within the group in terms of the environment strategies and towards a global growth.
- Reinforce group management by reforming group governance structure.
[ Overview of Subsidiaries ]
- Headquarters: 6-32 Nakanoshima 3-chome, Kita-ku, Osaka City, Osaka 530-0005, Japan
- Representative: Representative Director President Chief Executive Officer Toshiyuki Sonobe
- Main business: Ownership, operation, management and leasing of real estate
- Capital: JPY12,227 millions
- Establishment: October 15, 1923
- Website: https://www.daibiru.co.jp/english/
- Headquarters: 85 Benten-dori 6-chome, Naka-ku, Yokohama City, Kanagawa 231-0007, Japan
- Representative: Representative Director and President Masahiro Tanabe
- Main business: Port transport business, maritime transport business, automated transport of general cargo, cargo transport consignment business, warehouse business, customs business, construction business, real-estate business
- Capital: JPY2,155 millions
- Establishment: December 8, 1915
- Website: https://www.utoc.co.jp/english/index.html
Note: MOL resolved to implement the tender offer for the common stock of Daibiru for the purpose of making Daibiru a wholly-owned subsidiary and the tender offer for the common stock of Utoc for the purpose of making Utoc a wholly-owned subsidiary. Notwithstanding that both tender offers are resolved at the board of directors' meeting held on November 30, MOL considered both transactions independently from each other and decided to implement the transactions as a result of separate discussion with Daibiru and Utoc. MOL intends to implement each tender offer as an independent transaction from the other.