AUTOBACS Announces Transfer of Store Ownership
OREANDA-NEWS. August 3, 2012. AUTOBACS SEVEN Co., Ltd. (“AUTOBACS SEVEN,” Representative Director and CEO: Setsuo Wakuda) announces transfer of store ownership of its consolidated subsidiary, AUTOBACS NEXT Ltd.(“AUTOBACS NEXT,”) to its other consolidated subsidiary, Musashino AUTOBACS Ltd.(”Musashino AUTOBACS,”) and Autopia Co., Ltd.(Autopia,) a member corporation of the AUTOBACS franchise chain.
The company also announces merger of its two consolidated subsidiaries, AUTOBACS NEXT and AUTOBACS Chiba Ltd.(“AUTOBACS Chiba.”)
These issues have been resolved by each subsidiary’s Board of Directors Meeting.
Details are as follows:
1. Purpose of transfer and merger
As described in the AUTOBACS 2010 Medium-Term Business Plan, AUTOBACS Group is aiming to increase market share and improve store profitability by strengthening its franchise chain business in
As part of the effort, the Group has decided to consolidate store ownership in the Western Tokyo area and
2. Outline of transfer and merger
(1) Autopia, which is one of AUTOBACS SEVEN’s franchisees, is taking over the operation on Super AUTOBACS Hachioji Store, AUTOBACS Hashiriya Tengoku Secohan Ichiba Hachioji Mejirodai Store and AUTOBACS Akishima Store from AUTOBACS NEXT. The transfer date is scheduled on September 1, 2012.
i. Overview of the transferor company(As of July 30, 2012)
1) Company name AUTOBACS NEXT Ltd. (AUTOBACS NEXT)
2) Location 32-12, Onitaka 3-chome,
3) Representative Yutaka Koike
4) Line of business Retail of car goods and services (ten stores)
5) Capital JPY 100 million
6) Established April 1982
7) Present relationship between AUTOBACS NEXT and AUTOBACS SEVEN
Capital relationship AUTOBACS SEVEN owns 100% of the outstanding common stock of AUTOBACS NEXT.
Personnel relationship One employee of AUTOBACS SEVEN serves concurrently as an auditor of AUTOBACS NEXT.
Business relationship AUTOBACS NEXT and AUTOBACS SEVEN have concluded AUTOBACS franchise agreement, AUTOBACS CARS franchise basic agreement, AUTOBACS CARS franchise agreement and merchandise sale and purchase agreement.
ii. Overview of the transferee company (As of July 30, 2012)
1) Company name Autopia Co., Ltd. (Autopia)
2) Location 13-9, Minamisuna 4-chome, Koto-ku,
3) Representative Motohisa Harada
4) Line of business Retail of car goods and services (eight stores)
5) Capital JPY 30 million
6) Established September 1975
7) Present relationship between Autopia and AUTOBACS SEVEN
Capital relationship No relevant items
Personnel relationship No relevant items
Business relationship Autopia and AUTOBACS SEVEN have concluded AUTOBACS franchise agreement, AUTOBACS CARS franchise basic agreement, AUTOBACS CARS franchise agreement and merchandise sale and purchase agreement.
Third-party relationship AUTOBACS NEXT and AUTOBACS SEVEN have not concluded a third-party relationship.
iii. Scheduled transfer date
1) Date of the decision made*: July 30, 2012
2) Scheduled date of agreement: August 31, 2012
3) Scheduled date of transfer: September 1, 2012
*date of decision made at both companies’ Board of Directors Meeting.
iv. Effect on performance
The influence of this transaction on AUTOBACS SEVEN’s consolidated financial performance is assumed to be low.
(2) Musashino AUTOBACS, which is one of AUTOBACS SEVEN’s consolidated subsidiaries, is taking over the operation on AUTOBACS Kunitachi Store and AUTOBACS Tama store from AUTOBACS NEXT. The transfer date is scheduled on September 15, 2012.
i. Transferor company
AUTOBACS NEXT Ltd.
ii. Overview of the transferee company (As of July 30, 2012)
1) Company name Musashino AUTOBACS Ltd. (Musashino AUTOBACS)
2) Location 1-10, Nozaki 4-chome, Mitaka city,
3) Representative Yoshito Fujita
4) Line of business Retail of car goods and services (three stores)
5) Capital JPY 30 million
6) Established February 1999
7) Present relationship between Musashino AUTOBACS and AUTOBACS SEVEN
Capital relationship AUTOBACS SEVEN owns 99.17% of the outstanding common stock of Musashino AUTOBACS.
Personnel relationship One employee of AUTOBACS SEVEN serves concurrently as a Director, and one employee of AUTOBACS SEVEN serves concurrently as and Auditor of Musashino AUTOBACS.
Business relationship Musashino AUTOBACS and AUTOBACS SEVEN have concluded AUTOBACS franchise agreement, AUTOBACS CARS franchise basic agreement, AUTOBACS CARS franchise agreement and merchandise sale and purchase agreement.
iii. Scheduled transfer date
1) Date of the decision made*: July 30, 2012
2) Scheduled date of agreement: September 14, 2012
3) Scheduled date of transfer: September 15, 2012
*date of decision made at both companies’ Board of Directors Meeting.
iv. Effect on performance
The influence of this transaction on AUTOBACS SEVEN’s consolidated financial performance is assumed to be low.
(3) AUTOBACS NEXT and AUTOBACS Chiba, both of which AUTOBACS SEVEN’s consolidated subsidiary, have decided to merge and consolidate their business in accordance with the resolution of Board of Directors Meeting and General Meeting of Shareholders.
i. Outline of merger
Date of the Board’s resolution at both subsidiaries: July 30, 2012
Date of resolution at the General Meeting of Shareholders: July 30, 2012
Effective date of merger: October 1, 2012 (schedule)
ii. Merger method
Under a merger by absorption method, AUTOBACS NEXT will be the surviving entity and AUTOBACS Chiba will be absorbed
iii. Share allocation in merger
Since both of the merging companies are wholly owned subsidiaries of AUTOBACS SEVEN, there is no arrangement for merger ratio.
iv. Handling of share warrants and corporate bonds with share warrants of the non-surviving company
Not applicable.
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