5690 リバーＨＤ 2021-04-09 10:00:00
Notice of Signing of a basic agreement on the management integration through the establishment of a joint holding company (share transfer) [pdf]
March 18, 2021
Company name TAKEEI CORPORATION
Representative Mitsuo Abe,
President and Representative Director
(Code: 2151, First Section of the Tokyo
Stock Exchange)
Contact Takeshi Uekawa,
Director and Managing Executive Officer
(TEL 03-6361-6871)
Company name REVER HOLDINGS CORPORATION
Representative Naoto Matsuoka, President, Representative Director
and Executive Officer
(Code: 5690, Second Section of the Tokyo
Stock Exchange)
Contact Norio Yamada,
Executive Officer and Controller
(TEL 03-5204-1890)
Notice of Signing of a basic agreement on the management integration
through the establishment of a joint holding company (share transfer)
between TAKEEI CORPORATION and REVER HOLDINGS CORPORATION
TAKEEI CORPORATION (hereinafter "TAKEEI") and REVER HOLDINGS CORPORATION
(hereinafter "REVER HOLDINGS") reached a basic agreement on the establishment of a joint holding
company and management integration through a joint share transfer (the "share transfer") and concluded
a basic agreement on the management integration at each company's Board of Directors meeting held
today. Details are as follows.
1. Background
TAKEEI is a corporate group that was founded in 1967, incorporated in 1977, listed on the Tokyo
Stock Exchange Mothers market in 2007, and five years later changed its listing market to the First
Section of the Tokyo Stock Exchange in 2012. Its main business is waste treatment and recycling.
Based on our management philosophy of "Aim to Contribute to a Sound Material-Cycle Society", we
aim to be a "Comprehensive Environment Management Enterprise" that realizes the recycling of
waste and the reduction of environmental impact by expanding our business domains to include the
renewable energy business and the environmental engineering business. In the past few years, we
have been focusing on wooden biomass power generation businesses, mainly thinned timber.
Recently, we have been striving to expand our business by promoting M&A, such as acquiring
shares in Green Power Ichihara Co., Ltd., a large wooden biomass power plant, and JUNKAN-
SHIGEN CORPORATION, a storage and supplier of fuel.
REVER HOLDINGS was established in 2007 with Suzutoku Corporation (now REVER
Corporation) as a mother body, which was originally engaged in the recycling of steel scrap,
founded in 1904 and incorporated in 1935. The company listed on the Second Section of the Tokyo
Stock Exchange in 2020. Until now, it has grown into a comprehensive recycling company that deals
with metal-related valuables, waste home appliances, End-of Life Vehicles (“ELV”), waste vending
machines, waste plastics, and industrial waste. With our corporate vision "change waste to resource
on the earth.", we aim to build a sustainable society, a highly recycling-oriented society. In addition,
in order to recycle all kinds of waste over a wide area, we have proposed the concept of a " waste
management platform" and are promoting cooperation among waste management industries with
other companies in the same industry.
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In recent years, the global environment has been seriously affected by global warming, waste
plastics, and other issues. In addition, the explosive expansion of the COVID-19 that has continued
since last year has had a major impact on people's lifestyles and the business environment
surrounding companies.
Under these circumstances, the two companies have agreed to this business integration for the
following reasons. First, the two companies share the same management philosophy of preserving
the global environment. Second, the two companies have determined that it is more efficient to
invest management resources jointly in technological measures such as reducing global CO 2
emissions and recycling waste plastics, rather than making the necessary large-scale investments
and research and development on an individual basis. Third, there is more than enough synergy to
utilize the other company's management resources for the deepening of the recycling business and
the promotion of the energy business.
The business integration is a starting point for the companies to become a "Comprehensive
Environment Management Enterprise" that provides one-stop services and energy, and the
companies have concluded that they can further strengthen their balanced relationship with all
stakeholders, including shareholders, customers, employees, neighboring residents, local
communities, government agencies, and financial institutions. The two companies have come to the
conclusion that we will be able to maximize corporate value while receiving recognition from
institutional and individual investors from the perspective of ESG investment as well.
2. Basic Policies of the Management Integration
The two companies will integrate their management based on a spirit of equality and provide
society, government and general customers with integrated services ranging from design,
construction and operation of recycling, intermediate treatment, waste and biomass power
generation, final disposal, and other businesses in the vein value chain of safe and secure
emissions and waste. As a result, we aim to build a world-class environmental business model that
leads the waste recycling and treatment industry by contributing to a highly recycling-oriented
society and a carbon-free emission society in line with the government's goal of virtually zero
greenhouse gas emissions by 2050.
Through the establishment of a joint holding company through a share transfer, this business
integration aims to quickly allocate management resources efficiently and realize swift synergies. As
a result, we did not choose the merger method, which requires a large number of adjustment
processes for management integration, or a capital and business alliance in which mutual control is
limited.
The joint holding company oversees medium-to long-term strategic planning and Group
companies. While maintaining the uniqueness of the two companies in their business operations,
the joint holding company seeks to realize synergies through multiplication, which is not a simple
sum of the management resources of each other. For example, through personnel exchanges and
information exchange, we will smoothly and promptly promote the mutual introduction and utilization
of the excellent points of both companies' operational mechanisms.
3. Synergy from the Management Integration
(1) Deepen recycling business
TAKEEI's main business is waste treatment and recycling. Its main customers are construction
companies, house manufacturers, and other companies. TAKEEI processes mixed waste and sorted
waste plastics, wood scraps, rubble, gypsum boards, etc. at sites in the Tokyo metropolitan area and
in the Tohoku, Hokuriku, Koshin, and other locations in the exclusive process to promote recycling as
much as possible. However, the annual emissions of construction-related waste, which the parent
company TAKEEI specializes in, account for approximately 20% of the total annual emissions of
domestic industrial waste of approximately 400 million tons. Although the volume of waste generated
is large, there is room for further product commercialization and deeper recycling.
On the other hand, REVER HOLDINGS is primarily engaged in the metal recycling business,
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automobile recycling business, and home appliances recycling business. Its customers include
businesses and individuals that emit these wastes and end-of-life consumer goods, and it is
promoting business activities utilizing the recycling technologies that have been refined over many
years at wide-area recycling bases in the Tokyo metropolitan area and the Kansai region. In
particular, it has established a recycling scheme with auto manufactures and home appliances
manufacturers. However, it is also facing challenges to deepen recycling, such as reducing the cost
of shredder residues generated in the process of recycling, and addressing industrial waste such as
waste plastics at each of its sites.
The two companies differ in customer base, main targets and their recycling methods, business
areas, and recycling bases. However, there are common issues such as the reduction of
environmental impact, higher customer needs for promoting recycling, and the continuation of high
external treatment costs, such as incineration costs. By combining the management resources of the
two companies, including personnel, bases, vehicles, and expertise accumulated over many years,
and making effective use of each other, we believe that we can realize synergies that capture the
aforementioned issues rather as growth opportunities.
That is to say, the new group through this business integration will realize an increase in sales
associated with an increase in the number of items and volumes handled through cross-selling that
leverages each of its strengths by appropriately responding to the increasingly sophisticated recycling
needs of customers, including the government. In addition, the new group will promote integrated
facility improvement, utilization of bases, and optimization of logistics. In addition, we will strive to
reduce costs by deepening recycling to convert waste into raw materials for recycled products and
fuels. Specifically, we will be more aggressive in the production of RPF(*) made from waste plastics
and other materials, as well as steel-making subsidiary materials.
Through the above synergies, the new group aims to both upgrade recycling and reduce costs and
generate sales.
*RPF: An abbreviation for Refuse derived paper and plastics densified Fuel, and refers to high-
grade solid fuel, mainly made from wastepaper and waste plastics, which are difficult to recycle
materials, among industrial waste.
(2) Promotion of energy business
The government's “2050 Carbon Neutral" declaration positions waste power generation business
through waste plastics, etc. as an important ”resource recycling-related industry" in addition to wooden
biomass power generation business.
“Decarbonization" and ”New Power Sources" are the two pillars of the automobile. The new group will
contribute to these two pillars as social infrastructure by expanding the recyclable resources that it
collects and promoting the development of electricity facilities that do not use fossil fuels as a de-fossil
fuel.
In doing so, the new group will promote a long-term stable renewable energy business that will
enable a virtuous cycle between the economy and the environment by establishing a cooperative
scheme rooted in the local community and selecting the scale of power generation, methods, etc.
In addition, the new group will be an electricity supplier as a renewable energy source. We will also
contribute more actively to the promotion of SDGs advocated by the United Nations by achieving carbon
neutrality in the total amount of electricity used in our business activities within five years after the
merger.
(3) New technology development
The waste recycling and treatment industries in which the two companies belong are large
numbers of small and medium-sized enterprises, and there are many companies with succession
issues. Inefficiency and delays in systematization can be seen in the management system in this
industry. Another issue is the elimination of illegal dumping and involvement of inappropriate people.
On the other hand, both companies are listed companies in the industry, and both companies
already provide customers with trust and reliable waste recycling and treatment services. Through
this management integration, we will further strengthen and streamline our organization, and promote
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the development of new recycling technologies based on mutual personnel exchanges, sharing of
know-how, industry-academia-government collaboration, etc., in order to differentiate ourselves from
competitors and strengthen our competitiveness.
In particular, in order to strengthen recycling of waste plastics and shredder residues, for which the
need for recycling is increasing domestically, we will aim to develop a distribution system that realizes
the optimization of collection methods and routes, develop and enhance dismantling, crushing, and
sorting technologies, and pursue safety, and establish efficient recovery technologies for rare metals,
etc. In addition, we will promote the development of technologies for removal of repellent substances
and adjustment of components, etc., which are necessary to achieve high energy efficiency due to
changes in waste quality in waste power generation.
Through the above-mentioned synergies from the business integration, the new group will aim to
become a company with net sales of 100 billion yen with an eye to overseas expansion. After detailed
examination of specific management targets, we plan to disclose them as a new medium-term
management plan after the establishment of a joint holding company.
4. Summary of the Share Transfer
(1)Schedule of the Share Transfer
Board of Directors' Meeting to Approve the Basic Agreement on
March 18, 2021 (Today)
Business Integration (both companies)
Signing of basic agreement on business integration (both
March 18, 2021 (Today)
companies)
Date of announcement of record date for Extraordinary General
March 26, 2021 (planned)
Meeting of Shareholders (REVER HOLDINGS)
Record date for the Extraordinary General Meeting of Shareholders
April 12, 2021 (planned)
(REVER HOLDINGS)
Board of Directors' meeting to approve the Integration Agreement,
the Share Transfer Plan and the name of the new company (both May 14, 2021 (planned)
companies)
Conclusion of integration agreement and preparation of share
May 14, 2021 (planned)
transfer plan (both companies)
Ordinary General Meeting of Shareholders for approval of share
June 23, 2021 (planned)
transfer plan (TAKEEI)
Extraordinary General Meeting of Shareholders for approval of
June 30, 2021 (planned)
share transfer plan (REVER HOLDINGS)
Date of delisting from the Tokyo Stock Exchange (both companies) September 29, 2021 (planned)
Scheduled date of consolidation (date of registration of
October 1, 2019 (planned)
incorporation of joint holding company)
Date of listing of shares of the joint holding company October 1, 2021 (planned)
(2) Method of share transfer
The share transfer will be a joint share transfer in which TAKEEI and REVER HOLDINGS will be
wholly owned subsidiaries and the newly established joint holding company will be the wholly owning
parent company of the share transfer.
(3) Details of allotment pertaining to the Share Transfer
TAKEEI REVER HOLDINGS
Stock transfer ratio 1.24 1
(4) Dividends of the two companies based on the record date prior to the establishment of the joint
holding company
As stated in the 3rd quarter of the fiscal year ending March 2021, TAKEEI plans to pay a 15 yen per
stock on March 31, 2021 as the base date. REVER HOLDINGS expects to pay 35 yen per share on
June 30, 2021 as the base date, as described in the "Summary of Financial Results for the Second
Quarter for the Fiscal Year ending June 2021," dated February 15, 2021. TAKEEI's interim dividend for
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the fiscal year ending March 2022 has not been determined yet. We will disclose the dividend
forecast as soon as it becomes possible to disclose it.
(5) Dividends of Joint Holding Company
The dividend amount of the joint holding company for the fiscal year ending March 2022 will be
determined by comprehensively taking into consideration the dividend policy and dividend level of both
companies to date, as well as the future performance of the joint holding company, etc. However, the
specific details have not been determined at this time.
(6) Integration Preparatory Committee
The Integration Preparatory Committee will be established to intensively discuss the Business
Integration with the two companies as soon as possible after the conclusion of the Business Integration
Agreement.
5. Treatment of Expected Delisting and Application for Listing of Joint Holding Company
We plan to apply for a new listing of the shares of the newly established joint holding company on
the First Section of the Tokyo Stock Exchange. The listing date is scheduled to be October 1, 2021,
the date of the registration of incorporation of the joint holding company.
In addition, the two companies will become wholly-owned subsidiaries of the joint holding
company through a share transfer, and as a result of the listing of the joint holding company, they
will be delisted on September 29, 2021.
6. Outline of the Company involved in the Share Transfer
REVER HOLDINGS
(1) Name TAKEEI CORPORATION
CORPORATION
Tokyo Sankei Building 15F, 7-2,
A-10 Floor, 2-4-1 Shibakoen,
(2) Location Otemachi 1-chome, Chiyoda-ku,
Minato-ku, Tokyo
Tokyo
Naoto Matsuoka,
Title/Name of Mitsuo Abe, President and
(3) President,Representative Director
Representative Representative Director and Executive Officer
(4) Business Content Waste treatment and recycling Resource Recycling
8,489 million yen 1,715 million yen
(5) Capital
(As of December 31, 2020) (As of December 31, 2020)
(6) Establishment March 7, 1977 July 2, 2007
Number of shares 28,616,300 shares 17,126,500 shares
(7)
issued (As of December 31, 2020) (As of December 31, 2020)
(8) Fiscal year end March 31 June 30
Number of 785 (including temporary
1,355
(9) employees employees)
(As of December 31, 2020)
(Consolidated) (As of December 31, 2020)
TOKYO TEKKO CO., LTD.
OBAYASHI CORPORATION
Godo Steel, Ltd.
TAKENAKA CORPORATION
Major Business MM&KENZAI Corporation.
(10) TAISEI CORPORATION
Partners ITOCHU Metals Corporation
KAJIMA CORPORATION
TOYOTA TSUSHO MATERIAL
SHIMIZU CORPORATION
INCORPORATED
Resona Bank, Limited
MUFG Bank MUFG Bank
(11) Main banks Sumitomo Mitsui Banking Mizuho Bank
Corporation Saitama Resona Bank
Mizuho Bank
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Japan Custody Bank, Ltd. (Trust BESTERRA CO., LTD: 15.01%
account): 14.38% REVER Group Employee Stock
The Master Trust Bank of Japan, Ownership Association: 8.55%
Ltd. (Trust Account): 12.50% Toru Suzuki: 6.13%
Mamoru Mitsumoto: 6.18% Takao Suzuki: 5.84%
BNYM SA/NV FOR BNYM FOR ENVIPRO HOLDINGS Inc.:
BNY GCM CLIENT ACCOUNTS 3.15%
M LSCB RD (Standing proxy:
TOKYO TEKKO CO., LTD.:
The Mitsubishi UFJ Bank, Ltd.):
3.00%
3.56%
Koichi Nakada: 2.40%
BNY GCM CLIENT ACCOUNT
Major Yuji Suzuki: 2.16%
JPRD AC ISG(FE-AC) (Standing
(12) shareholders and
proxy: The Mitsubishi UFJ Bank, Norio Sasaki: 1.93%
share holding
Ltd.): 2.22% Hidehiko Kamata: 1.70%
ratio
MSIP CLIENT SECURITIES (As of December 31, 2020)
(Standing proxy: Morgan Stanley
MUFG Securities Co., Ltd.):
1.78%
Veolia Japan Co., Ltd.: 1.71%
Takeshi Fujimoto: 1.63%
GOVERNMENT OF NORWAY
(Standing proxy: Citibank, N.A.,
Tokyo Branch): 1.62%
Taizo Hashimoto: 1.44%
(As of September 30, 2020)
(13) Relationship between the parties
Capital relationship There is no noteworthy capital relationship.
Personal relationship There is no noteworthy personal relationship.
There are transactions related to facility maintenance
Business relationship
between the two companies' group companies.
The other party and its related parties and affiliates are not
related parties to either company. The other party and its
Related party relationship
related parties and affiliates are not related parties to either
company.
Results of Operations and Financial Position for the Last Three Years (in millions, except
(14)
notable items)
REVER HOLDINGS
TAKEEI CORPORATION
Fiscal year end CORPORATION
FY3/18 FY3/19 FY3/20 FY3/18 FY3/19 FY3/20
Consolidated net assets 27,791 26,960 28,270 14,451 15,474 16,210
Consolidated total assets 67,141 71,047 80,257 28,272 27,747 28,245
Consolidated net assets
1,152.27 1,131.93 1,186.86 833.70 903.52 946.46
per share (yen)
Consolidated net sales 31,084 32,271 37,713 39,286 36,682 28,376
Consolidated operating
2,402 2,125 3,298 1,325 1,386 980
income
Consolidated ordinary
2,292 1,814 3,025 1,517 1,645 1,282
income
Net income attributable
1,356 275 1,765 2,265 1,269 1,217
to owners of parent
Consolidated net income
57.72 11.92 76.65 152.99 74.07 81.12
per share (yen)
Dividend per share (yen) 25.00 20.00 20.00 200.00 4.00 35.00
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7. Status of the Joint Holding Company to be newly established through the Share Transfer
(1) Name This has not been determined at this time.
Tokyo Sankei Building 15F, 7-2, Otemachi 1-chome, Chiyoda-ku,
(2) Location
Tokyo
Chairman and Representative Director: Naoto Matsuoka
President and Representative Director: Mitsuo Abe
Director: Takao Suzuki
Director: Mamoru Mitsumoto
(3) Name of director *This does not include directors at the time of establishment who are
members of the Audit Committee at the time of establishment. At the
time of establishment, the number of directors serving on the Audit
and Supervisory Committee at the time of establishment will be limited
to five.
Business management of subsidiaries and group companies, and
(4) Business Content
incidental or related operations
(5) Capital 10 billion yen
(6) Fiscal year end March 31
(7) Net assets This has not been determined at this time.
(8) Total assets This has not been determined at this time.
We plan to establish a company with an Audit and Supervisory
Committee, and to establish the Board of Directors, the Audit and
(9) Other
Supervisory Committee, and the accounting auditor, in addition to the
directors and the shareholders' meeting.
9. Future Outlook
The business prospects of the joint holding company to be newly established as a result of the Share
Transfer will be reviewed by both companies and will be announced as soon as they are determined.
(Reference) Business Forecasts for TAKEEI and REVER HOLDINGS for the Fiscal Year under Review
Net income
Operating Ordinary Net income
Net sales attributable to
TAKEEI (Million yen)
income income
owners of parent
per share
(Million yen) (Million yen) (Yen)
(Million yen)
Business forecasts for
the current fiscal year 41,000 3,700 3,450 1,940 76.05
(FY3/21)
Net income Dividend per
Operating Ordinary
Net sales attributable to share
REVER HOLDINGS (Million yen)
income income
owners of parent Net profit
(Million yen) (Million yen)
(Million yen) (Yen)
Business forecasts for
the current fiscal year 30,557 1,973 2,281 1,643 95.94
(FY6/21)
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