Press Release
Succession of Real Estate Operations Business by Company Spin-Off
April 28, 2011
Chubu Electric Power Co.,Inc.
Chuden Real Estate Co., Inc.
This is to announce that the Chubu Electric Power Co., Inc. (President: Akihisa Mizuno; head office: 1, Higashi-shincho, Higashi-ku, Nagoya, Aichi Prefecture; below, "Chubu Electric Power") and Chuden Real Estate Co., Inc. (President: Kazuiku Kaya; head office: 2-2-5, Sakae, Naka-ku, Nagoya, Aichi Prefecture; below, "Chuden Real Estate") decided at board of directors' meetings held today at both companies to conclude an absorption-type split agreement to do a company spin-off*1 to enable Chuden Real Estate to succeed to a part of Chubu Electric Power's real estate operations business as of July 01, 2011. The agreement was then concluded.
*1 A company spin-off is one technique by which a company allows another company to succeed to all or part of its business. A spin-off to an existing company is referred to as an "absorption-type split."
1. Purpose of company spin-off
We have decided to have Chuden Real Estate succeed to a part of Chubu Electric Power's real estate operations business by company spin-off in order to centralize management operations of the Chubu Electric Power Group's real estate operations business, thereby increasing work efficiency and consolidating management resources, which will strengthen the foundation of business at Chuden Real Estate and improve the Group's profitability.
2. Summary of company spin-off
(1) Schedule of spin-off
Board of directors' meeting deciding on absorption-type company spin-off |
April 28, 2011 |
---|---|
Conclusion of absorption-type split agreement |
April 28, 2011 |
Planned date for general meeting of shareholders deciding whether to approve absorption-type split agreement |
May 30, 2011 |
Planned date absorption-type split will take effect |
July 01, 2011 |
* Chubu Electric Power will carry out an absorption-type split without approval of the general meeting of shareholders, pursuant to Article 784, Paragraph 3 (Simple spin-offs) of the Company Law.
(2) Method of spin-off
This is an absorption-type split with Chubu Electric Power as the company spinning off a business and Chuden Real Estate as the succeeding company.
(3) Consideration for spin-off
At the time of this spin-off, Chuden Real Estate will issue new common shares that it will allocate to Chubu Electric Power.
(4) Rights and obligations to which the succeeding company succeeds
Chuden Real Estate succeeds to the rights and obligations of Chubu Electric Power's real estate operations business.
3. Overview of companies involved in spin-off
(As of March 31, 2011)
(1) Company name |
Chubu Electric Power Co., Inc. |
Chuden Real Estate Co., Inc. |
---|---|---|
(2) Head Office |
1 Higashi-Shincho, Higashi-ku, Nagoya City |
2-2-5 Sakae, Naka-ku, Nagoya City |
(3) Representative's official position and name |
President: Akihisa Mizuno |
President: Kazuiku Kaya |
(4) Lines of business |
Electricity business, etc. |
Real estate trading, leasing, etc. |
(5) Equity capital |
430,777 million yen |
100 million yen |
(6) Date of establishment |
May 01, 1951 |
April 20, 1957 |