Feb. 14, 2022
Komatsu Ltd. (hereafter “Komatsu”) hereby announces that the Board of Directors, at its meeting held on February 14, 2022, resolved to execute absorption-type merger of Komatsu Cabtec Co., Ltd. (hereafter “Komatsu Cabtec”), its wholly owned subsidiary which manufactures cabs (operator cabins) and engine after treatment equipment of construction equipment, with an effective date of October 1, 2022. As this merger is going to take place in the form of a simplified absorption-type merger of Komatsu’s wholly owned subsidiary, certain matters and descriptions are omitted from the disclosure below.
1. Purposes of the Merger
Komatsu Cabtec manufactures and supplies cabs and engine after treatment equipment of construction equipment. Since 2006 when Komatsu made Komatsu Cabtec a consolidated subsidiary by acquiring its shares, Komatsu Cabtec has unfailingly performed its role of providing a steady supply to Komatsu and improving its products as a subsidiary equipped with development and production technologies of thin-plate parts of cabs. Cabs are a strategically important component of construction equipment. Under the current plan after the merger, Komatsu Cabtec will become one of Komatsu’s Mother plants, which is responsible for thin-plate parts, including cabs. Through this merger, Komatsu will work to further strengthen and facilitate its technology development and global-scale procurement for production, thereby enhancing its product and manufacturing competitiveness.
2. Outline of the Merger
(1) Schedule
Date of resolution of the Board of Directors (by Komatsu and Komatsu Cabtec): February 14, 2022
Date of signing the merger agreement: February 14, 2022
Planned date of implementing the merger (Effective date of the Merger): October 1, 2022
With respect to Komatsu, the merger falls under “simplified absorption-type merger” as stipulated in Article 796, Paragraph 2 of the Companies Act of Japan, and for Komatsu Cabtec, “short-form merger” as stipulated in Article 784, Paragraph 1 of the Companies Act of Japan. Accordingly, either Komatsu or Komatsu Cabtec will not hold a respective general meeting of shareholders concerning the approval of the merger agreement.
(2) Form of the merger
Under this absorption-type merger, Komatsu will be the surviving company. Komatsu Cabtec will be dissolved.
(3) Details of allocation related to the merger
No shares or money, etc. will be allotted as a result of the merger.
(4) Treatment of the absorbed company’s stock acquisition rights and bonds with stock acquisition rights
There are no existing stock acquisition rights or bond with stock acquisition rights issued by Komatsu Cabtec.
3. Overview of the Companies Involved in the Merger (as of September 30, 2021)
4. Status after the Merger
There will be no change in the name, location, job title and name of representative, scope of business, capital stock and fiscal year of Komatsu as the surviving company.
5. Future Outlook of Business Results
There will be no effects on Komatsu’s consolidated business results due to the merger with a wholly owned subsidiary.
Reference: Projection of Komatsu’s consolidated business results for the current fiscal year (disclosed on October 28, 2021)
No : 0093(3108)
Corporate Communications Department
Sustainability Promotion Division
Komatsu Ltd.
tel: +81-(0)3-5561-2616
mail: JP00MB_cc_department@global.komatsu
*The information may be subject to change without notice.
