September 28, 2009
Dear Shareholders and Investors:
USS Co., Ltd.
President and CEO: Yukihiro Ando
Stock code: 4732
Stock exchange listings: Tokyo and Nagoya (first sections)
Tel: +81-52-689-1129
Contact: Masafumi Yamanaka
Junior Managing Director, Officer, Supervisory Office
President and CEO: Yukihiro Ando
Stock code: 4732
Stock exchange listings: Tokyo and Nagoya (first sections)
Tel: +81-52-689-1129
Contact: Masafumi Yamanaka
Junior Managing Director, Officer, Supervisory Office
Announcement of Merger of Two Subsidiaries
USS Fujioka Co., Ltd. and USS Gunma Co., Ltd., both of which are wholly owned subsidiaries of USS Co., Ltd., will merge on November 1, 2009. Details are as follows.
1. Description of merger
(1) Merger method
USS Fujioka will absorb USS Gunma. As a result, USS Fujioka will be the surviving company after the merger and USS Gunma will be dissolved.
(2) Merger ratio and payment
There is no need to determine a merger ratio because both companies are wholly owned subsidiaries of USS.
(3) Summary of accounting treatment of merger
Under business combination accounting, this merger will be treated as a transaction between companies under common control. There will be no effect on the earnings of USS.
2. Profiles of companies to merge
Note: USS Fujioka became a wholly owned subsidiary of USS on July 15, 2009.
3. Profile of company after merger
Note: USS Fujioka will change its name to USS Gunma on November 1, 2009. On the same day, the capital of USS Gunma will be reduced from 109.6 million yen to 50 million yen, which is a difference of 59.6 million yen.
4. Effect of merger on results of operations
Since the two companies that are to merge are both consolidated subsidiaries of USS, the merger will have no effect on the results of operations of the USS Group.
(1) Merger method
USS Fujioka will absorb USS Gunma. As a result, USS Fujioka will be the surviving company after the merger and USS Gunma will be dissolved.
(2) Merger ratio and payment
There is no need to determine a merger ratio because both companies are wholly owned subsidiaries of USS.
(3) Summary of accounting treatment of merger
Under business combination accounting, this merger will be treated as a transaction between companies under common control. There will be no effect on the earnings of USS.
2. Profiles of companies to merge
| Name | USS Fujioka Co., Ltd. (surviving company) |
USS Gunma Co., Ltd. (company to be dissolved) |
| Activities | Operation of automobile auctions | Operation of automobile auctions |
| Established | June 17, 1997 | December 12, 1997 |
| Head office | 58 Naka, Fujioka, Gunma | 387 Naka, Fujioka, Gunma |
| Representative | Yukihiro Ando, President and Representative Director | Eiichi Arai, President and Representative Director |
| Capital | 109.6 million yen | 250 million yen |
| Fiscal year end | March 31 | March 31 |
| Shareholder | USS Co., Ltd. (100%) | USS Co., Ltd. (100%) |
3. Profile of company after merger
| Name | USS Gunma Co., Ltd. |
| Activities | Operation of automobile auctions |
| Head office | 387 Naka, Fujioka, Gunma |
| Representative | Eiichi Arai, President and Representative Director |
| Capital | 50 million yen |
| Fiscal year end | March 31 |
| Shareholder | USS Co., Ltd. (100%) |
4. Effect of merger on results of operations
Since the two companies that are to merge are both consolidated subsidiaries of USS, the merger will have no effect on the results of operations of the USS Group.
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