February 2, 2010
To All Stakeholders:
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 Saitama Co., Ltd. and USS Ryutsu Auto Auction Co., Ltd(’’USS Ryutsu’’)., both of which are wholly owned subsidiaries of USS Co., Ltd., will merge on April 1, 2010. Details are as follows.
1. Description of merger
(1) Merger method
USS Saitama will absorb USS Ryutsu. As a result, USS Saitama will be the surviving company after the merger and USS Ryutsu 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
3. Profile of company after merger
Note: USS Saitama will change its name to USS Kanto on April 1, 2010. On the same day, the capital of USS Kanto will be reduced from 200 million yen to 50 million yen, which is a difference of 150 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 Saitama will absorb USS Ryutsu. As a result, USS Saitama will be the surviving company after the merger and USS Ryutsu 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 Saitama Co., Ltd. (surviving company) |
USS Ryutsu Auto Aucton Co., Ltd. (company to be dissolved) |
| Activities | Operation of automobile auctions | Operation of automobile auctions |
| Established | April 9, 1997 | February 23, 1999 |
| Head office | 3093-1 Miyadera, Iruma, Saitama | 1847-4 Funakata, Noda, Chiba |
| Representative | Yukihiro Ando, President and Representative Director | Yukihiro Ando, President and Representative Director |
| Capital | 200 million yen | 11.25 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 Kanto Co., Ltd. |
| Activities | Operation of automobile auctions |
| Head office | 3093-1 Miyadera, Iruma, Saitama |
| Representative | Yukihiro Ando, President and Representative Director |
| Capital | 50 million yen |
| Fiscal year end | March 31 |
| Shareholder | USS Co., Ltd. (100%) |
Note: USS Saitama will change its name to USS Kanto on April 1, 2010. On the same day, the capital of USS Kanto will be reduced from 200 million yen to 50 million yen, which is a difference of 150 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.
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