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October 1, 2009
Notice of Conclusion of Share Purchase Agreement Concerning
K.K. Hokuhai and K.K. C&R
SANIX Incorporated (“SANIX”, or “the Company”) is pleased to announce that at the meeting held on October 1, 2009, the Board of Directors resolved to acquire shares of K.K. Hokuhai (“HOKUHAI”) and K.K. C&R (“C＆R”) (hereinafter collectively referred to as “the Target companies”) through SANIX ENERGY Incorporated (“SANIX ENERGY”), a consolidated subsidiary of the Company, and entered into a Share Purchase Agreement in relation to the acquisition of shares of the Target companies on the same day.
1. Rationale of share acquisition
Since its inception, SANIX has been consistently pursuing accomplishment of its corporate mission, “Cleaning up and sanitizing our environment”, and entered the industrial waste treatment business in 1994 to engage in recycling of waste plastics, aiming to contribute to a creation of a recycling society. SANIX ENERGY’s electric power plant in Tomakomai completed in 2003 also enabled the SANIX group to internally handle from collection and processing of waste plastics, heat recovery to selling of electric power.
C&R, one of two companies of which shares SANIX ENERGY to acquire, operates an inert type sanitary landfill site and a controlled landfill type landfill site in Tomakomai-shi, Hokkaido, and HOKUHAI, the other, leases the final disposal site to C&R. SANIX outsources the final disposal of incinerated ashes generated during the power generation process at the SANIX ENERGY’s electric power plant in Tomakomai to the landfill site.
By making the Target companies subsidiaries of SANIX ENERGY through the share purchase, SANIX group will be able to handle not only collection and processing of waste plastics, heat recovery and selling of electric power, but also final disposal of incinerated ashes internally. Furthermore, not only handling incinerated ashes generated from the Tomakomai electric power plant, SANIX group will also continue handling industrial wastes discharged from outside of SANIX group companies. This makes it possible for SANIX to expect a reduction in cost for incinerated ashes, as well as the additional income from the acceptance of industrial wastes from outside.
For the reasons noted above, the Company has judged that the acquisition of the Target companies’ shares through SANIX ENERGY will contribute to an increase in SANIX group’s enterprise value, and has concluded a Share Purchase Agreement in relation to the Target companies.
2. Company profile of the companies to become consolidated subsidiaries
(1) HOKUHAI
| (1) Company name |
K.K. Hokuhai |
| (2) Head Office address |
2-2, Kiba-cho 2 chome, Tomakomai-shi, Hokkaido |
| (3) Representative |
Norishige Uemura, Representative Director |
| (4) Business |
Lease of the final disposal site to C&R, etc. |
| (5) Capital amount |
JPY 20 million |
| (6) Number of shares issued |
40,000 shares |
| (7) Date of establishment |
October 8, 1971 |
| (8) Major shareholder and shareholding |
Norishige Uemura (100%) |
| (9) Relationship with the Company
|
Capital
relationship |
There is no relationship between HOKUHAI and the Company regarding capital. |
| Personnel relationship |
There is no relationship between HOKUHAI and the Company regarding personnel. |
| Business relationship |
There is no relationship between HOKUHAI and the Company regarding business. |
| (10) Business results for the three most recent years |
| Fiscal Year |
FY ended March 31, 2007 |
FY ended March 31, 2008 |
FY ended March 31, 2009 |
| Total sales |
\519 million |
\409 million |
\575 million |
| Operating income |
\285 million |
\182 million |
\395 million |
| Ordinary income |
\291 million |
\188 million |
\396 million |
| Net income |
\160 million |
\92 million |
\301 million |
| Net income per share |
\4,011.14 |
\2,307.34 |
\7,537.21 |
| Net assets |
\2,113 million |
\2,146 million |
\2,347 million |
| Net asset per share |
\52,846.35 |
\53,653.69 |
\58,690.90 |
| Total assets |
\2,424 million |
\2,360 million |
\2,811 million |
| Dividend per share |
\1,500.00 |
\2,500.00 |
\2,500.00 |
(2) C&R
| (1) Company name |
K.K. C&R |
| (2) Head Office address |
5-4, Shizukawa, Tomakomai-shi, Hokkaido |
| (3) Representative |
Tsutomu Kanagawa, Representative Director |
| (4) Business |
Industry waste treatment, cleaning of petroleum tanks, etc. |
| (5) Capital amount |
JPY 20 million |
| (6) Number of shares issued |
400 shares |
| (7) Date of establishment |
April 1, 2002 |
| (8) Major shareholder and shareholding |
Tsutomu Kanagawa (100%) |
| (9) Relationship with the Company
|
Capital
relationship |
There is no relationship between C&R and the Company regarding capital. |
| Personnel relationship |
There is no relationship between C&R and the Company regarding personnel. |
| Business relationship |
The Company outsources the final disposal of residue generated during the process of recycling of waste plastics at the Company’s Tomakomai Plant to C&R. In addition, SANIX ENERGY, a consolidated subsidiary of the Company, outsources the final disposal of incinerated ashes generated during the power generation process at the SANIX ENERGY’s electric power plant in Tomakomai to C&R. |
| (10) Business results for the three most recent years |
| Fiscal Year |
FY ended March 31, 2007 |
FY ended March 31, 2008 |
FY ended March 31, 2009 |
| Total sales |
\1,001,870 thousand |
\847,799 thousand |
\1,084,617 thousand |
| Operating income |
\6,645 thousand |
\-34 thousand |
\54,538 thousand |
| Ordinary income |
\7,796 thousand |
\1,756 thousand |
\56,077 thousand |
| Net income |
\2,655 thousand |
\-181 thousand |
\30,471 thousand |
| Net income per share |
\6,639.48 |
\-454.73 |
\76,178.11 |
| Net assets |
\30,103 thousand |
\29,921 thousand |
\60,092 thousand |
| Net asset per share |
\75,257.89 |
\74,803.17 |
\150,231.28 |
| Total assets |
\211,191 thousand |
\316,768 thousand |
\472,598 thousand |
| Dividend per share |
-- |
\750.00 |
\3,750.00 |
3. Share transferrer
| (1) Name |
Norishige Uemura |
| (2) Address |
Tomakomai-shi, Hokkaido |
| (3) Relationship with the Company |
There is no relationship between the individual and the Company regarding capital, personnel and business. |
4. Number of shares to acquire and shareholding status before and after acquisition and acquisition value
(1) HOKUHAI
| (1) Number of shares held before acquisition |
0 shares
(Number of voting rights : 0)
(Shareholding : 0％) |
| (2) Number of shares to acquire |
40,000 shares
(Number of voting rights : 40,000)
(Acquisition value：JPY 1,940 million) |
| (3) Number of shares held after acquisition |
40,000 shares
(Number of voting rights : 40,000)
(Shareholding : 100％) |
(2) C&R
| (1) Number of shares held before acquisition |
0 shares
(Number of voting rights : 0)
(Shareholding : 0％) |
| (2) Number of shares to acquire |
400 shares
(Number of voting rights : 400)
(Acquisition value : JPY 60 million) |
| (3) Number of shares held after acquisition |
400 shares
(Number of voting rights : 400)
(Shareholding : 100%) |
5. Schedule
| (1) October 1, 2009 |
Resolution by the Board of Directors’ Meeting
Signing of a Share Purchase Agreement |
| (2) October 30, 2009 (plan) |
Share transfer (Date of acquisition) |
6. Impact on the financial results
The impact of the acquisition on consolidated financial results for fiscal year ending March 2010 is under scrutiny. It will promptly be disclosed when it is revealed.
For more information, please contact:
Masahiro Shimojo, Director,
Management and Planning Division
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