Notice of Capital Reduction and Merger
We wish to advise that, upon the decision to reduce the company’s capital, USHIO LIGHTING, INC. has concluded a merger agreement with MAXRAY, INC., effective April 1, 2018, as follows.
Details
1. Purpose of Capital Reduction and Merger
(1) Purpose of Capital Reduction
The company’s capital will be reduced with the objectives of maintaining financial soundness through the appropriate application of tax systems and ensuring the future maneuverability and flexibility of the company’s capital policies.
(2) Purpose of Merger
USHIO LIGHTING, a specialist manufacturer and distributor of LED, halogen and other light sources for shops and commercial facilities and for studios and other SSTV applications, halogen heaters, and lamps and light sources for testing and measuring equipment, etc., enjoys a high market share and is highly recognized in the lighting industry. It offers computer-controlled lighting solutions for the entertainment industry, such as amusement facilities, theaters, studios, and stages at hotels, wedding halls and other similar facilities, building and landscape lighting, and special lighting fixtures for the marine and agricultural industries. It has further expanded into a wide range of business activities as a specialist trading company in exposure devices and industrial equipment in the industrial arena, and has built up a strong brand in specialized areas.
MAXRAY INC. is a long-established specialist manufacturer engaged in the design, engineering, manufacture and sale of special lighting fixtures for commercial facilities, interiors, and other applications. It maintains strong brand power, product strengths, and solution proposal capabilities.
With the merger between our two companies, MAXRAY and USHIO LIGHTING will become the domestic USHIO Group’s core company in the lighting field. It will cover a wide range of domains as an organization able to propose lighting solutions from light sources to lighting fixtures, from the “hardware” to the “software.” In the future, we will be able to deliver products and services of an even higher standard than before.
2. Overview of Capital Reduction and Merger
(1) Capital Reduction and Merger Schedule
Conclusion of Merger Agreement February 23, 2018
Date of Effect of Capital Reduction March 30, 2018 (TBC)
Date of Effect of Merger April 1, 2018 (TBC)
(2) Overview of Capital Reduction
1) Amount of Capital Reduction
The company’s capital will be reduced by ¥917,485,000 from ¥1,017,485,000 to ¥100,000,000.
2) Method of Capital Reduction
Only the paid-in capital amount will be reduced, with the number of shares to remain unchanged. The ¥917,485,000 by which the paid-in capital will be reduced will be transferred to Other Capital Surpluses.
(3) Merger Method
The merger will be effected as an absorption-type merger. USHIO LIGHTING will remain as the company surviving the merger and MAXRAY INC. will be dissolved.
3. Overview of Parties to Merger
| Trade Name | USHIO LIGHTING, INC. | MAXRAY INC. |
| Description of Business | Manufacture and sale of halogen lamps, LED light sources, special heaters, semi-conductor heaters, fiber-optic light source devices, etc. Sale of image and lighting systems, marine lighting systems, security lighting systems, precision exposure systems, plastics (injection-molding systems, mold monitoring devices, joints, tubes, plastic materials, etc.), factory automation equipment (food processing machinery and systems, packing machinery and systems, etc.) |
Manufacture and sale of special lighting fixtures for commercial facilities, interiors, and other applications |
| Head Office | 2-9-1 Hatchobori, Chuo-ku Tokyo | 2-18-6 Shiginonishi, Joto-ku, Osaka |
| Representative | Shiro Ushio, Chairman and CEO Ryujiro Tsubaki, COO / Managing Director |
Ryujiro Tsubaki, CEO / Managing Director |
4. Status after Merger
| Trade Name | USHIO LIGHTING, INC. |
| Address | Head Office: 2-9-1 Hatchobori, Chuo-ku Tokyo Branches and Sales Offices: Tokyo, Osaka, Nagoya, Fukuoka Production Sites and Business Offices: Fukusaki, Tsukuba Technical Center: Tsukuba Distribution Centers: Fukusaki, Higashi-Osaka |
| Representative | Shiro Ushio, Chairman and CEO Ryujiro Tsubaki, COO / Managing Director |
| Capital | ¥100,000,000 |
Contact for inquiries about this matter
Corporate Communication Department, USHIO LIGHTING, INC.
Contact: M. Kai; mailto: info@ushiolighting. co.jp
