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July 3, 2013

Rengo Acquires Shares to
Make MARSOL HOLDINGS a Subsidiary

Rengo Co., Ltd. (Head Office: Kita-ku, Osaka; President & CEO: Kiyoshi Otsubo) announces that it resolved on July 3, 2013 to acquire 112, 320 common shares (all of the issued common shares) in MARSOL HOLDINGS. Co., Ltd. (Head Office: Chiyoda-ku, Tokyo; Representative: Yasushi Kanzaki) (MHD) currently held by the WP1 Investment Limited Partnership (WP Fund) managed by independent private equity investment firm WISE PARTNERS, INC. (Head Office: Chiyoda-ku, Tokyo; Representative: Tomohiro Nakano) and other shareholders (“the transaction”), and has entered into share transfer agreements with the WP Fund and the other shareholders.

Completion of the final transfer is conditional on receipt of authorization from the Japan Fair Trade Commission under the Antimonopoly Act.


1. Reasons for the Acquisition of Shares

MHD is the holder of affiliated companies MORISHITA. INC. and MORISHITA CHEMICAL INDUSTRY CO., LTD. The group as a whole has developed business principally in the three fields of container bags, resin sheets for industrial use, and resin nets. It currently has nine bases in Japan and overseas, including its head office plant in Osafune-cho, Setouchi-shi, Okayama Prefecture, as well as Thailand, Indonesia, and China, where it carries out the manufacturing and sale of heavy duty packaging materials.

The Rengo Group defines itself as a “General Packaging Industry,” providing optimum packaging for all customer needs in the six core fields of paperboard, corrugated packaging, folding cartons, flexible packaging, heavy duty packaging, and overseas business.

The Rengo Group entered the field of heavy duty packaging in May 2009 with its acquisition of Nihon Matai Co., Ltd. as a subsidiary, and strengthened this business by acquiring full ownership of that company in December 2009.

Rengo’s decision to enter into the current transaction takes into account MHD’s strong business base and broad product line, which will help enhance the Rengo Group’s heavy duty packaging business and expand its services.

After the share acquisition, together with the MHD Group’s officers and employees, Rengo intends to seek synergies with the Rengo Group including Nihon Matai Co., Ltd., and to improve its corporate value.


2. Overview of Subsidiary (MARSOL HOLDINGS. Co., Ltd.)

(1) Name

MARSOL HOLDINGS. Co., Ltd.

(2) Headquarters 2 Ichiban-cho, Chiyoda-ku, Tokyo
(3) Representative President and Representative Director Yasushi Kanzaki
(4) Main business activities

Investment in and lending to MORISHITA. INC.
and MORISHITA CHEMICAL INDUSTRY CO., LTD.

(5) Capital JPY 100 million (as of May 2012)
(6) Date of establishment October 19, 2009
(7) Shareholders and
shareholding ratios
WP1 Investment Limited Partnership 98.2%
Other shareholders 1.8%
(8) The company’s consolidated business results and financial position for the last two years
  Accounting period FY ended May 2011 FY ended May 2012  
  Consolidated net assets JPY 1,287 million JPY 1,488 million  
  Consolidated total assets JPY 6,070 million JPY 5,822 million  
  Consolidated sales JPY 9,250 million JPY 9,443 million  
  Consolidated operating income JPY 680 million JPY 767 million  
  Consolidated ordinary income JPY 595 million JPY 677 million  
  Consolidated net income JPY 278 million JPY 355 million  


3. Financing Method

The transaction will be financed by appropriation of deposits and cash on hand held by Rengo.


4. Schedule

(1) Date of agreement

July 3, 2013

(2) Share transfer execution date July 26, 2013 (planned)


5. Future Outlook

The impact of the transaction on Rengo’s financial results will be negligible.