Yamaha Motor Company (hereafter referred to as the Company) has decided today to merge with Yamaha Motor Electronics Co., Ltd. (hereafter referred to as YEJP), our wholly-owned subsidiary.
Note that this absorption merger is a simple consolidation of a wholly-owned subsidiary, and we have disclosed some omissions regarding disclosure matters and content.
1. Purpose of the merger. We have been promoting management control of independent subsidiaries based on independent accounting aiming at technological advancement and strengthening competitiveness at the functional module level, but have recognized issues with the difficulties of collaboration due to the dispersion of technology and functionality. Also, we recognized the need for more advanced and rapid product development and creation for highly complex and rapidly changing market environment and innovation towards decarbonization. Thus, we have decided to absorb YEJP this time to accelerate the expansion of electric assist bicycle business, one of the growing business areas in Yamaha Motor’s medium-term management plan announced in February 2022, to research and develop new mobility in new business areas and to promote electrification of the core business areas such as motorcycles and outboard motors. We aim to strengthen the global monozukuri framework by incorporating the YEJP function for developing and manufacturing electrical equipment and collaborating with our development, procurement and production strategies.
2. Outline of the merger.
1) Schedule of the merger. Approval of the merger resolution by the board of directors July 24, 2024. Date of conclusion of the merger agreement July 25, 2024 (scheduled). Effective date January 1, 2025. *This merger is a simple merger based on Article 796 (2) of the Companies Act for our company and a summary merger based on Article 784 (1) of the Companies Act for YEJP. Therefore, no shareholder meeting for merger agreement approval will be held for both parties.
2) Method of merger. This is a merger by absorption, with Yamaha Motor Company as the surviving company and YEJP to be dissolved on the effective date of the merger.
3) Details of allocation related to merger. Since YEJP is a wholly-owned subsidiary of the Company, there will be no allocation of shares or other properties related to this merger.
4) Treatment of new stock options and convertible bonds related to the merger.
3. Overview of the company at the time of the merger (as of December 31, 2023)
4. Situation after the merger. There will be no changes regarding the company's name, location, the position and name of the representative, business content, capital, and the settlement period.
生效日期为2025年1月1日。
＊本合并在我方为简易合并，根据公司法第796条第2项，在YEJP方为简式合并，根据公司法第784条第1项，因此在双方均不召开股东大会批准并订立合并协议。
(2)合并方式
以我方公司为存续方进行的吸收合并方式，YEJP将在生效日解散。
(3)合并分配的内容
由于YEJP是我方的全资子公司，因此不会分配股票或其他财产，而是直接合并。
(4)与合并相关的新股预订权和附有新股预订权的公司债券的处理
没有相关事项。
3. 合并时的公司概况（截至2023年12月31日）
4. 合并后的状况
Note: Please refer to the Company's announcement on February 4, 2022, and the following related materials for details. We will also announce further information as necessary.
5. 今后的展望
本次合并为公司的全资子公司合并，对公司的综合业绩影响较小。
Note that this absorption merger is a simple consolidation of a wholly-owned subsidiary, and we have disclosed some omissions regarding disclosure matters and content.
1. Purpose of the merger. We have been promoting management control of independent subsidiaries based on independent accounting aiming at technological advancement and strengthening competitiveness at the functional module level, but have recognized issues with the difficulties of collaboration due to the dispersion of technology and functionality. Also, we recognized the need for more advanced and rapid product development and creation for highly complex and rapidly changing market environment and innovation towards decarbonization. Thus, we have decided to absorb YEJP this time to accelerate the expansion of electric assist bicycle business, one of the growing business areas in Yamaha Motor’s medium-term management plan announced in February 2022, to research and develop new mobility in new business areas and to promote electrification of the core business areas such as motorcycles and outboard motors. We aim to strengthen the global monozukuri framework by incorporating the YEJP function for developing and manufacturing electrical equipment and collaborating with our development, procurement and production strategies.
2. Outline of the merger.
1) Schedule of the merger. Approval of the merger resolution by the board of directors July 24, 2024. Date of conclusion of the merger agreement July 25, 2024 (scheduled). Effective date January 1, 2025. *This merger is a simple merger based on Article 796 (2) of the Companies Act for our company and a summary merger based on Article 784 (1) of the Companies Act for YEJP. Therefore, no shareholder meeting for merger agreement approval will be held for both parties.
2) Method of merger. This is a merger by absorption, with Yamaha Motor Company as the surviving company and YEJP to be dissolved on the effective date of the merger.
3) Details of allocation related to merger. Since YEJP is a wholly-owned subsidiary of the Company, there will be no allocation of shares or other properties related to this merger.
4) Treatment of new stock options and convertible bonds related to the merger.
3. Overview of the company at the time of the merger (as of December 31, 2023)
4. Situation after the merger. There will be no changes regarding the company's name, location, the position and name of the representative, business content, capital, and the settlement period.
生效日期为2025年1月1日。
＊本合并在我方为简易合并，根据公司法第796条第2项，在YEJP方为简式合并，根据公司法第784条第1项，因此在双方均不召开股东大会批准并订立合并协议。
(2)合并方式
以我方公司为存续方进行的吸收合并方式，YEJP将在生效日解散。
(3)合并分配的内容
由于YEJP是我方的全资子公司，因此不会分配股票或其他财产，而是直接合并。
(4)与合并相关的新股预订权和附有新股预订权的公司债券的处理
没有相关事项。
3. 合并时的公司概况（截至2023年12月31日）
4. 合并后的状况
Note: Please refer to the Company's announcement on February 4, 2022, and the following related materials for details. We will also announce further information as necessary.
5. 今后的展望
本次合并为公司的全资子公司合并，对公司的综合业绩影响较小。