MOL to carry out reorganization within the Group with respect to dry bulk business
Mitsui O.S.K. Lines, Ltd. (the Company; President & CEO: Takeshi Hashimoto) hereby announces that a meeting of its Board of Directors held on December 10, 2021 resolved that the Company will have MOL Drybulk Ltd. (MOL Drybulk), a wholly-owned subsidiary of the Company, succeed its medium-and small-sized bulk carrier business, wood chip carrier business and panamax business (excluding services for steel manufacturers and domestic electric power companies) through a simplified absorption-type company split effective as of April 1, 2022 (the Company Split). Details are as follows. The Company made timely disclosure of its policy of reorganization within MOL Group with respect to dry bulk business and its plan to transfer the business in April 2022 in a press release entitled "MOL announces the integration of the Dry Bulk business, Wood Chip Carrier business, and Mitsui O.S.K. Kinkai, Ltd., and the establishment of a new Company" issued on December 11, 2020, and this Company Split marks
the implementation of this policy.
Since the Company Split is a simplified absorption-type company split in which the Company will have its wholly-owned subsidiary succeed the business, some items and details have been partially omitted in the disclosure.
1. Purpose of the Company Split
The purpose of the Company Split is to enhance the competitiveness of MOL Group in the dry bulk transportation market by increasing the value provided to customers and further improving the quality of transportation by mobilizing all the resources of the MOL Group's dry bulk transportation business.
2. Overview of the Company Split
(1) Schedule of the Company Split
December 10, 2021 Meeting of the Board of Directors to resolve the absorption-type company split December 10, 2021 Conclusion of the absorption-type company split agreement April 1, 2022 Scheduled date of the split (effective date) For the Company, the Company Split qualifies as a simplified absorption-type company split as set forth in Article 784, Paragraph 2 of the Companies Act, and for MOL Drybulk, the Company Split qualifies as a short-form absorption-type company split as set forth in Article 796, Paragraph 1 of the Companies Act. Therefore, the Company and MOL Drybulk will carry out the Company Split without obtaining approval at their respective shareholders’ meetings.
(2) Method of the Company Split
The Company Split is an absorption-type company split, in which the Company will be the splitting company and MOL Drybulk will be the successor company.
(3) Allocation related to the Company Split
Since the Company Split will take place between the Company and a wholly-owned subsidiary of the Company, there will be no payment of compensation to the Company from MOL Drybulk as a result of the Company Split.
(4) Treatment of stock acquisition rights and bonds with stock acquisition rights in connection with the Company Split
There will be no change in the handling of stock acquisition rights issued by the Company, and the Company has not issued any bonds with stock acquisition rights.
(5) Decrease in capital as result of the Company Split
There will be no decrease in the capital of the Company due to the Company Split.
(6) Rights and obligations to be succeeded by the successor company
In connection with the Company Split, MOL Drybulk will succeed such assets and rights and obligations of the Company relating to the medium-and small-sized bulk carrier business, wood chip carrier business and panamax business (excluding services for steel manufacturers and domestic electric power companies) as of the effective date of the Company Split to the extent set forth in the absorptiontype company split agreement.There are no employment contracts to be succeeded nor rights and obligations arising from such contracts.
(7) Prospect of fulfillment of debt obligations
The Company, which is the splitting company, and MOL Drybulk, which is the successor company, foresee no issues pertaining to the performance of debt obligations.
4. Outline of the business division to be split
(1) Details of businesses to be split
Medium-and small-sized bulk carrier business, wood chip carrier business and panamax business (excluding services for steel manufacturers and domestic electric power companies)
(2) Operating results of the division to be split (fiscal year ended March 31, 2021)
Revenue 84,670 million yen
Gross operating income 3,415 million yen
5. Status of the Company and MOL Drybulk after the Company Split
There is no change in the name, address, title or name of the representative person, business description, capital amount, and fiscal year end of the Company and MOL Drybulk respectively after the Company Split.
6. Future outlook
Because MOL Drybulk is a wholly owned subsidiary of the Company, the impact of the Company Split on the consolidated performance of the Company will be immaterial.
