5690 リバーＨＤ 2021-06-16 15:00:00
Notice of preparation of share transfer plan for management integration between TAKEEI CORPORATION and REVER HOLDINGS CORPORATION [pdf]
May 14, 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 Execution of integration agreement and preparation of share transfer plan for the
management integration through the establishment of a joint holding company (share transfer)
between TAKEEI CORPORATION and REVER HOLDINGS CORPORATION
As announced in the "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" dated March 18, 2021, TAKEEI CORPORATION (hereinafter "TAKEEI") and REVER HOLDINGS
CORPORATION (hereinafter "REVER HOLDINGS") concluded a basic agreement on the same day for establishing a
joint holding company through a joint share transfer (the "share transfer") to conduct management integration (the
"management integration"), and proceeded discussions for the management integration. Both companies, based on
the resolution of the Board of Directors held today, concluded a joint agreement and prepared the share transfer plan.
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.
In recent years, the global environment has been seriously affected by global warming, waste plastics, and
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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 CO2 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, 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
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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 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.
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4. Summary of the Share Transfer
(1) Schedule of the Share Transfer
Board of Directors' Meeting to Approve the Basic Agreement on Business March 18, 2021
Integration (both companies)
Signing of basic agreement on business integration (both companies) March 18, 2021
Date of announcement of record date for Extraordinary General Meeting of March 26, 2021
Shareholders (REVER HOLDINGS)
Record date for the Extraordinary General Meeting of Shareholders (REVER April 12, 2021
HOLDINGS)
Board of Directors' meeting to approve the Integration Agreement, the Share May 14, 2021 (today)
Transfer Plan and the name of the new company (both companies)
Conclusion of integration agreement and preparation of share transfer plan May 14, 2021 (today)
(both companies)
Ordinary General Meeting of Shareholders for approval of share transfer June 23, 2021 (planned)
plan (TAKEEI)
Extraordinary General Meeting of Shareholders for approval of share June 30, 2021 (planned)
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 incorporation of joint October 1, 2021 (planned)
holding company)
Date of listing of shares of the joint holding company October 1, 2021 (planned)
(2) Details of allotment pertaining to the Share Transfer
TAKEEI REVER HOLDINGS
Stock transfer ratio 1.24 1
(3) 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.
In addition to the above, TAKEEI plans to pay a dividend of up to 15 yen per share with a record date of
September 30, 2021. In addition to the above, REVER HOLDINGS plans to pay a dividend of up to 10 yen per
share with a record date of September 30, 2021.
(4) 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.
(5) 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.
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5. Outline of the Company involved in the Share Transfer
(1) Name TAKEEI CORPORATION REVER HOLDINGS CORPORATION
A-10 Floor, 2-4-1 Shibakoen, Minato- Tokyo Sankei Building 15F, 7-2,
(2) Location
ku, Tokyo Otemachi 1-chome, Chiyoda-ku, Tokyo
Naoto Matsuoka,
Title/Name of Mitsuo Abe, President and
(3) President,Representative
Representative Representative Director
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 March 31, 2021) (As of March 31, 2021)
(6) Establishment March 7, 1977 July 2, 2007
Total number of 28,616,300 shares 17,126,500 shares
(7)
shares issued (As of March 31, 2021) (As of March 31, 2021)
(8) Fiscal year end March 31 June 30
Number of employees 781 (including temporary
1,358
(9) employees) (As of March 31,
(Consolidated) (As of March 31, 2021)
2021)
OBAYASHI CORPORATION TOKYO TEKKO CO., LTD.
TAKENAKA CORPORATION Godo Steel, Ltd.
Major Business MM&KENZAI Corporation.
(10) TAISEI CORPORATION
Partners ITOCHU Metals Corporation
KAJIMA CORPORATION TOYOTA TSUSHO MATERIAL
SHIMIZU CORPORATION INCORPORATED
Resona Bank
MUFG Bank MUFG Bank
(11) Main banks SUMITOMO MITSUI BANKING Mizuho Bank
CORPORATION Saitama Resona Bank
Mizuho Bank
The Master Trust Bank of Japan, Ltd.
(Trust Account): 15.74%
Japan Custody Bank, Ltd. (Trust
account): 14.08% BESTERRA CO., LTD): 15.01%
Mamoru Mitsumoto: 6.14% REVER Group Employee Stock
GOVERNMENT OF NORWAY Ownership Association: 8.55%
(Standing proxy: Citibank, N.A., Tokyo Toru Suzuki: 6.13%
Branch): 3.35% Takao Suzuki: 5.84%
Major shareholders
Veolia Japan Co., Ltd.: 1.71% ENVIPRO HOLDINGS Inc.: 3.15%
(12) and share holding
ratio KIAFUND136 (standing proxy TOKYO TEKKO CO., LTD.: 3.00%
Citibank, N.A. Tokyo: 1.67％ Koichi Nakada: 2.40%
Taizo Hashimoto: 1.26% Yuji Suzuki: 2.16%
Takeshi Fujimoto: 1.23% Norio Sasaki: 1.93%
TAKEEI Employee Stock Ownership Hidehiko Kamata: 1.70%
Plan: 1.18％ (As of December 31, 2020)
Japan Custody Bank, Ltd. (Trust
account 5): 1.17％
(As of March 31, 2021)
(13) Relationship between the parties
Capital
There is no noteworthy capital relationship.
relationship
Personal
There is no noteworthy personal relationship.
relationship
Business There are transactions related to facility maintenance between the two companies'
relationship group companies.
The other party and its related parties and affiliates are not related parties to either
Related party company. The other party and its related parties and affiliates are not related
relationship parties to either company.
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(14) Results of Operations and Financial Position for the Last Three Years (in millions, except notable
items)
TAKEEI CORPORATION REVER HOLDINGS CORPORATION
Fiscal year end
FY3/19 FY3/20 FY3/21 FY6/18 FY6/19 FY6/20
Consolidated net assets 26,960 28,270 34,505 14,451 15,474 16,210
Consolidated total assets 71,047 80,257 87,806 28,272 27,747 28,245
Consolidated net assets
per share (yen) 1,131.93 1,186.86 1,196.98 833.70 903.52 946.46
Consolidated net sales 32,271 37,713 42,062 39,286 36,682 28,376
Consolidated operating 2,125 3,298 4,067 1,325 1,386 980
income
Consolidated ordinary 1,814 3,025 3,893 1,517 1,645 1,282
income
Net income attributable to
owners of parent 275 1,765 2,272 2,265 1,269 1,217
Consolidated net income
per share (yen) 11.92 76.65 89.07 152.99 74.07 81.12
Dividend per share (yen) 20.00 20.00 30.00 200.00 4.00 35.00
6. Status of the Joint Holding Company to be newly established through the Share Transfer
(1) Name TRE HOLDINGS CORPORATION
(2) Location Tokyo Sankei Building 15F, 7-2, Otemachi 1-chome, Chiyoda-ku, Tokyo
Chairman and Representative Director: Naoto Matsuoka
President and Representative: Mitsuo Abe
Director Director: Takao Suzuki
(3) Name of directors Director: Mamoru Mitsumoto
Director (Audit and Supervisory Committee Member): Tomoji Ishii
Director (Audit and Supervisory Committee Member): Fumie Omura
Director (Audit and Supervisory Committee Member): Hiroyuki Suematsu
(4) Business Content Business management of subsidiaries and group companies, and 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.
(9) Other We plan to establish a company with an Audit and Supervisory Committee, and to
establish the Board of Directors, the Audit and Supervisory Committee, and the
accounting auditor, in addition to the directors and the shareholders' meeting.
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7. 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 Net income
Operating Ordinary
Net sales attributable to
TAKEEI income income per share
(Million yen) owners of parent
(Million yen) (Million yen) (Million yen) (Yen)
Business forecasts for
the current fiscal year 45,000 4,600 4,340 2,600 94.15
(FY3/22)
Operating Ordinary Net income Net income
Net sales attributable to
REVER HOLDINGS income income owners of parent
per share
(Million yen)
(Million yen) (Million yen) (Million yen) (Yen)
Business forecasts for
the current fiscal year 33,950 3,160 3,390 2,510 146.55
(FY6/21)
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