Mitsubishi Nichiyu Forklift Co., Ltd
PRESS INFORMATION
July 13, 2017
Mitsubishi Nichiyu Forklift will perform the integration of business with UniCarriers Corporation andchange its name to "Mitsubishi Logisnext"
Mitsubishi Nichiyu Forklift Co., Ltd. (“Mitsubishi Nichiyu,” President and CEO: Hideaki Ninomiya, Head
Office: Nagaokakyo-city, Kyoto-pref.) is pleased to announce that it will conduct the operational integration
with its consolidated subsidiary UniCarriers Corporation (“UniCarriers,” President and CEO: Hideaki
Ninomiya, Head Office: Kawasaki-city, Kanagawa-pref.) and change its company name to "Mitsubishi
Logisnext Co., Ltd."(“the new company” “the Company”)
Mitsubishi Nichiyu already announced its intention to perform the operational integration, on May 12,
2017, and, as of today, would like to announce that it will conclude the agreement between Mitsubishi
Nichiyu and UniCarriers (Absorption-type Company Split Agreement) for which October 1, 2017 (planned)
is set as the effective date, and will change its company name.
UniCarriers will become a domestic distribution subsidiary of the Company after the absorption-typecompany split, with a name changed to "Logisnext UniCarriers Co., Ltd."
Furthermore, the names of 10 domestic distribution subsidiaries of Mitsubishi Nichiyu will be changed on
this occasion.
*Please refer to the attached list "Companies whose names will be changed as of October 1, 2017" for details.

"LOGISNEXT" (a coined word) signifies “Logistical Equipment & System Solutions Next”, implying ourdesire to be a corporation group that can contribute to the development of a future global society beyond the
traditional framework.
Mitsubishi Nichiyu and UniCarriers have been developing "Nichiyu” “Mitsubishi” “CAT® Lift Trucks"“Rocla” and "UniCarriers” “TCM" “ATLET” respectively, as our major brands globally. The new company
will maintain these multiple brands and make efforts to improve the value of each brand.
This integration of business makes it possible to create and achieve integration synergy early by further
accelerating the PMI* activities. Moreover, the new company will have a framework in place where ahigh-level of logistic solutions will be available to meet customer’s needs worldwide.
Under this framework, Mitsubishi Nichiyu is committed to strengthen the platform of the integrated businessfurther while working on the new mid-term business plan “Perfect Integration 2020” with concerted efforts
across the Group, aiming to be “one of the world’s leading logistic equipment manufacturers.”*PMI: Post-merger integration

PRESS CONTACT:
Hideyuki Koizumi
Manager, Administration Department
Tel: 81-75-951-7171
Mitsubishi Nichiyu Forklift Co., Ltd.

(Reference)
Companies whose names will be changed as of October 1, 2017
* Names shown in parentheses are currently used.
Mitsubishi Logisnext Co., Ltd.

（Mitsubishi Nichiyu Forklift Co.,Ltd.）

Domestic direct distribution companies
Logisnext UniCarriers Co., Ltd.

(UniCarriers Corporation)

Logisnext Hokkaido Co., Ltd.

(Nichiyu MHI Hokkaido Co., Ltd.)

Logisnext Tohoku Co., Ltd.

(Nichiyu MHI Tohoku Co., Ltd.)

Logisnext Tokyo Co., Ltd.

(Nichiyu MHI Tokyo Co., Ltd.)

Logisnext Shinetsu Co., Ltd.

(Nichiyu MHI Shinetsu Co., Ltd.)

Logisnext Shizuoka Co., Ltd.

(Nichiyu MHI Shizuoka Co., Ltd.)

Logisnext Chubu Co., Ltd.

(Nichiyu MHI Chubu Co., Ltd.)

Logisnext Kinki Co., Ltd.

(Nichiyu MHI Kinki Co., Ltd.)

Logisnext Chugoku Co., Ltd.

(Nichiyu MHI Chugoku Co., Ltd.)

Logisnext Shikoku Co., Ltd.

(Nichiyu MHI Shikoku Co., Ltd.)

Logisnext Kyushu Co., Ltd.

(Nichiyu MHI Kyushu Co., Ltd.)July 13, 2017
To All:Name of Company:
Name of Representative:

Mitsubishi Nichiyu Forklift Co., Ltd.

Hideaki Ninomiya, President and CEO（Code No.: 7105, 1st Section, Tokyo Stock Exchange）
Contact:

Hideo Matsuura, Executive Officer and General Manager,
Administration Division（Phone：+81-75-956-8602）

Announcement about Conclusion of an Absorption-type Company Split Agreement for a
Company Split (Simplified/Short-form Absorption-Type Company Split) between Mitsubishi
Nichiyu Forklift Co., Ltd. (the Company) and UniCarriers Corporation, as well as about
Change of the Trade Names of Both Companies and Amendment of Part of the Articles ofIncorporation of the Company
By the announcement of a direction of procedure for the integration of business between
Mitsubishi Nichiyu Forklift Co., Ltd. and UniCarriers Corporation through a company split(simplified/short-form absorption-type company split) as of May 12, 2017, the Company
informed determination of the direction of procedure for the integration of business
operations between the Company and UniCarriers Corporation, its consolidated subsidiary(hereinafter called “UniCarriers”) by the Company’s succeeding the businesses of
UniCarriers except for its domestic selling business by means of simplified/short-form
absorption-type company split (hereinafter called the “Company Split”) . In addition, we
also inform you of the following: At the Board of Directors meeting held today in relation to
the Company Split, conclusion of an Absorption-type Company Split Agreement with
UniCarriers has been resolved to set the (scheduled) effective day, October 1, 2017, and therelevant agreement has been concluded today as stated below.
And, at the Board meeting held today, the following matters have been resolved as well: On
the condition that the amendment of part of the articles of incorporation of the Company(hereinafter called the “Amendment of the Articles of Incorporation”) will be approved at theextraordinary meeting of shareholders to be held on September 15, 2017, the trade name is
to be changed in line with the Company Split and the trade name of UniCarriers is to bechanged in relation to the Company Split, simultaneously with the change of the tradename of the Company, as stated below.
Since the Company Split is an absorption type company split in which the Company will
succeed the business lines of its wholly-owned subsidiary, some disclosure items and details
have been omitted.

Ⅰ

About the Company Split

１. Purpose of this Transaction
The integration of business operations through the Company Split makes it possible toearly realize the synergy effect, as well as to enjoy the success of the integration by further
accelerating the PMI* activities. At the same time, we will, by the integration, have aframework in place where a higher level of logistic solutions will be available to meetcustomer’s needs worldwide. Under the framework, we are committed to strengthen theplatform of the integrated business while working on the new mid-term business plan
“Perfect Integration 2020” with concerted efforts across the Group, aiming to be “one of theworld’s leading logistic equipment manufacturers.”＊PMI（Post Merger Integration）： An integration process after a success of the M&Atransaction
２．Summary of the Company Split（１）Schedule of the Company Split
Date of resolution passage at Board of
Directors meeting on approval of theJuly 13, 2017

Absorption-type Company Split Agreement
Conclusion of

the Absorption-type

July 13, 2017

Company Split Agreement
Scheduled date on which theAbsorption-type Company Split is executed

October 1, 2017 (scheduled)(i.e., effective day)
（Note）Pursuant to the provision of Article 796-2 of the Companies Act, the Company isplanning to execute the Company Split without the approval of the shareholders
meeting for the Absorption-type Company Split Agreement, and pursuant to theprovision of Article 784-1 of the Companies Act, UniCarriers is planning to execute
the Company Split without the approval of the shareholders meeting for theAbsorption-type Company Split Agreement.
（２）Method of the Company Split
This is the Absorption-type Split with the Company set as the company succeeding in theAbsorption-type Split and UniCarriers set as the company splitting in the Absorption-type
Split.
（３）Allotment in relation to the Company Split
Since the Company Split is executed between the parent company and its wholly-owned
subsidiary company, neither cash nor other assets will be allotted in relation to theCompany Split.
2

（４）Treatment relating to Warrants and Bonds with Warrant associated with the Company
Split
There is no applicable case.
（５）Capital increase/decrease caused by the Company Split
There is no increase/decrease in the capital stock of the Company due to the Company
Split.
（６）Rights and obligations taken over by the successor company
The Company shall, on the effective day of the Company Split, succeed assets, liabilities,
other rights and obligations derived from the businesses other than the domestic sellingbusiness in UniCarriers.
（７）Expectation on performance of obligations
The Company assumes that it will not have any problems in performing its obligations
after the effective day of the Company Split.
３．Outline of the Companies Concerned in the Company Split
Split Company

Successor Company

(1)

Name

UniCarriers Corporation

Mitsubishi Nichiyu Forklift Co., Ltd.

(2)

Location

1-2 Shin-Ogura, Saiwai-ku,

1-1, 2-Chome, Higashikotari,

Kawasaki-shi, Kanagawa-ken,

Nagaokakyo-shi, Kyoto-fu, Japan

Japan
(3)

(4)

Title and name of

Hideaki Ninomiya, President and

Hideaki Ninomiya, President

representative

CEO

ＣＥＯ

Business lines

Development, manufacture andDevelopment, designing,marketing of various kinds ofmanufacture and marketing ofmaterial handling machinery suchelectric forklifts, engine-powered

as forklifts, container carriers andforklifts, AGVs, automatedtransfer cranes

warehouses, LAN and other logistic
system products, machinery for civilengineering and construction,
machinery for agriculture andforestry, electric vehicles, monorails,
industrial engines, missions and so
on.

(5)

Capital stock

JPY 9,759,615,606-

JPY 4,890,526,626-(6)

Establishment

February 17, 1949

July 31, 1937

3

(7)

Number of shares

Common stock：168,297,506 shares

Common stock：76,611,269 sharesissued（Of which: treasury stock ofClass A stock：32,274,744 shares

167,920,006 shares）

Total：108,886,013 shares（Of which: treasury stock of
2,464,976 shares）(8)

Closing date

March 31

March 31

(9)

Major shareholders

Wholly-owned by the Company

Mitsubishi Heavy Industries(investors)

Forklift, Engine & Turbocharger

andequity (investment)

Holdings, Ltd. owns:

ratio

common stock: 50.94%
Total of common stock and Class A
stock (non-voting stock)： 63.26%(10)

Financialstatus（Fiscal year ending March 31,（Fiscal year ending March 31,

2017）

2017）

Net assets

JPY 46,799 million (Consolidated)

JPY 60,021 million (Consolidated)

Total assets

JPY 145,116 million (Consolidated)

JPY 366,915 million (Consolidated)

JPY 123,969.90- (Consolidated)

JPY 545.89- (Consolidated)

Sales

JPY 178,207 million (Consolidated)

JPY 270,969 million (Consolidated)

Operating income

JPY 6,905 million (Consolidated)

JPY 10,508 million (Consolidated)

Ordinary income

JPY 6,252 million (Consolidated)

JPY 8,978 million (Consolidated)

JPY 4,378 million (Consolidated)

JPY 3,635 million (Consolidated)

JPY 11,597.13- (Consolidated)

JPY 34.16- (Consolidated)andbusinessresults for the mostrecent fiscal year

Net assets per share

Net income that belongs
to the parent company’s
shareholders
Net income per share

４．Outline of business lines to be succeeded（１）Business lines to be succeeded
Business lines other than the domestic selling business in UniCarriers（２）Operating results of business lines to be succeeded（for the fiscal year ending March 31,
2017）
Sales of JPY 72,569 million（３）Items and book values of assets and liabilities to be succeeded（as of March 31, 2017）
They have not been finalized as of this moment, and will be disclosed immediately after
the finalization.

4

５．Status after the Company Split
Split Company

Successor Company

(1)

Name

Logisnext UniCarriers Co., Ltd.

Mitsubishi Logisnext Co., Ltd.

(2)

Location35-2 Dainichihigashimachi,

1-1, 2-Chome, Higashikotari,Moriguchi-shi, Osaka-fu, Japan

Nagaokakyo-shi, Kyoto-fu, Japan

Undecided

Hideaki Ninomiya, President

Marketing of various kinds ofDevelopment, designing,material handling machinery suchmanufacture and marketing of

as forklifts, container carriers andelectric forklifts, engine-poweredtransfer cranes

forklifts, AGVs, automated(3)

Title and name ofrepresentative(4)

Business lines

warehouses, LAN and other logistic
system products, machinery for civilengineering and construction,
machinery for agriculture andforestry, electric vehicles, monorails,
industrial engine, missions and soon.
(5)Capital stock

JPY 90,000,000-（Note）

JPY 4,890,526,626-(6)

Closing date

March 31

March 31

（Note 1）They will be disclosed immediately after the finalization.
（Note 2）Effective September 30, 2017, the capital stock of the Split Company is to be decreased from JPY
9,759,615,606 to JPY 90,000,000 and, at the same time, all shares of the treasury stock the relevant
company holds（167,920,006 shares）are to be cancelled.

６．Outlook
It is estimated that the Company Split will slightly impact on the Company’s consolidated
operating results.
Change of Trade Name and Amendment of Part of Articles of Incorporation

Ⅱ

１．Change of trade name by the Company（１）Reasons for the change
The Company, as the successor company, has had several predecessors such as“Mitsubishi Heavy Industries”, “Nippon Yusoki Co., Ltd.” and “UniCarriers (former TCM
and former Nissan Forklift)” and will have multiple brands of “Mitsubishi”, ”Nichiyu”,“Cat® Lift Trucks” “Rocla” “UniCarriers” ”TCM” and “ATLET”, as major brands globally, in
its product line after the Company Split accordingly.
And the lines of business cover a wide variety of areas such as the logistic system related
5

products, development, manufacturing and marketing of machinery for civil engineeringand construction and machinery for agriculture and forestry, not only the forklift business.
For that end, the Company changes its trade name with the integration of business
operations by the Company Split, in order for the whole group to secure further
break-through and development as a next-generation player, “Logistical Equipment &System Solutions Next”, and as a corporation group contributing to future global society
beyond the traditional framework.
（２）New trade name（written in English）
Mitsubishi Logisnext Kabushiki Kaisha（English name：Mitsubishi Logisnext Co., Ltd.）（３）Scheduled date of change
October 1, 2017
２．Amendment of Part of the Articles of Incorporation of the Company（１）Reason for the amendment
Due to the Company Split, the Company’s trade name is changed to “Mitsubishi
Logisnext Co., Ltd.”（２）Amendment of the Articles of Incorporation
The Amendment of the Articles of Incorporation is as stated in Attachment.
（３）Schedule
Date of resolution passage at Board of
Directors meeting on approval of theAmendmentoftheArticlesofJuly 13, 2017

Incorporation
Date of resolution at the Extraordinary
MeetingofAmendment

Shareholders
of

the

about

the

ArticlesofSeptember 15, 2017（scheduled）

Incorporation
Effective date of the Amendment of the
Articles of Incorporation

October 1, 2017 (scheduled)

The Amendment of the Articles of Incorporation shall take effect on the effective date of
the Company Split (October 1, 2017), provided that the Company Split takes effect.

6

３．Change of trade name by UniCarriers（１）Reason for the change
Due to the Company Split by which UniCarriers is to become a domestic distribution
subsidiary of the Company, the trade name is changed to Logisnext UniCarriers Co., Ltd. inline with the change of the trade name of the Company.
（２）New trade name
Logisnext UniCarriers Co., Ltd.
（３）Date to be changed
October 1, 2017
The change of the trade name by UniCarriers shall take effect, provided that theCompany Split and the Amendment of the Articles of Incorporation take effect.
End（Reference）Forecasted consolidated operating results for the fiscal year（announced on May
9, 2017）and the consolidated operating results for the previous term
Consolidated

Consolidated

Consolidated

Consolidated net

sales

operatingordinary income

incomeincomeForecasted
operating results
(for

the

year

fiscalending

JPY 410,000

JPY 9,000

JPY 8,000

JPY 3,500

millionmillionmillionmillionJPY 270,969

JPY 10,508

JPY 8,978

JPY 3,635

millionmillionmillionmillionMarch 31, 2018)
Operatingresults for theprevious term
(fiscalyear

endingMarch

31, 2017)

7

（Attachment）

Details on Amendment of the Articles of Incorporation（The underlined parts show the amendment.）

Current Articles of Incorporation

Change proposed

Article 1 The Company shall be called

Article 1 The Company shall be called

Nichiyu Mitsubishi Forklift

Mitsubish

Loginext

Kabushiki Kaisha, and be

Kaishaberepresented as Mitsubishi Nichiyu

Mitsubishi Logisnext Co., Ltd. in

Forklift Co.,Ltd. in English.

English.

8

andKabushiki

representedas