Oji Holdings Corporation (hereinafter the “Company”) would like to announce that its Board of Directors has resolved on March 27, 2015 to approve the transfer of all the shares the Company has of Alpac Forest Products Inc. (hereinafter “AFPI”), which amounts to 30% of AFPI’s outstanding shares, to Hokuetsu Kishu Paper Co., Ltd.
The Company would also like to inform that as a consequence of this transfer, an extraordinary loss is expected to occur in the consolidated financial results for the fiscal year ending March 2015.
1. Reason for the Share Transfer
The Company has been driving forward “Deepening of the Core Businesses” as a priority measure of its management strategy. For the kraft pulp business, which is one of the core businesses, the Company has focused its investments in Celulose Nipo-Brasileira S.A.(Brazil), Jiangsu Oji Paper(China) and Carter Holt Harvey Pulp & Paper Limited (New Zealand), and will continue to develop the business with a main focus around these companies in the future.Taking into consideration the said business policy as well as a perspective of efficient use of management resources associated with selection and concentration of business activities, the Company, jointly with Mitsubishi Corporation, has reached to the conclusion that the share transfer of AFPI is the best decision.
2. Content of the Share Transfer
(1) Overview of the Equity Method Affiliated Company Subject to the Share Transfer
Name |
Alpac Forest Products Inc. |
|
Location |
Boyle, Alberta, Canada |
|
Representative |
Osamu Terao, Chairman, President and CEO&CFO |
|
Business line |
Manufacturing of Pulp |
|
Capital |
C$ 285 million |
|
Date of foundation |
March 1998 |
|
Consolidated net assets |
C$ 518,936K (FY ended December 2013) |
|
Consolidated total assets |
C$ 866,279K (FY ended December 2013) |
|
Principal shareholders |
Mitsubishi Corporation (70%), Oji Holdings Corporation (30%) |
|
Relationships with the Company |
Capital ties |
The Company holds 30% of AFPI’s voting rights. |
Personal ties |
The Company sends two part-time directors to AFPI |
|
Business ties |
The Company buys pulp produced by AFPI |
(2) The Purchaser and the Shareholding of the Company before and after the Share Transfer
Name |
Hokuetsu Kishu Paper Co., Ltd. |
Number of shares owned before the share transfer |
5,700,000 (ownership percentage: 30%) |
Number of shares transferred |
5,700,000 |
Number of shares owned after the share transfer |
0 (ownership percentage: 0%) |
3. Schedule
Resolution by the Board of Directors |
March 27, 2015 (today) |
Execution of the agreements |
March 31, 2015 |
Execution of the share transfer |
mid-June (planned) |
4. Future Outlook
In order to prepare for the expected loss resulting from the share transfer, the Company will post an extraordinary loss of approximately \12 billion on its consolidated financial statements for the fiscal year ending March 2015. In addition, the impact on the financial result forecast, together with consideration of recent business conditions, is currently under examination. If the need to revise the forecast arises, the Company will promptly disclose such information.
(Reference) Financial Result Forecasts (released date: February 6, 2015) and Results of the Previous Period
|
Consolidated net sales |
Consolidated operating income |
Consolidated ordinary income |
Consolidated net income |
Forecasts (FY ending March 2015) |
\ million 1,340,000 |
\ million 50,000 |
\ million 22,000 |
\ million 50,000 |
Results (FY ended March 2014) |
1,332,510 |
62,023 |
70,358 |
33,801 |