Nippon Yusen and Yusen Air & Sea Service Execute LOI for Integration of Logistics Businesses

News was prepared under the information support of Online Daily Newspaper on Hellenic and international Shipping "Hellenic Shipping News".

26 Feb 2010

Nippon Yusen Kabushiki Kaisha and Yusen Air & Sea Service Co., Ltd. have been in discussions toward the reorganization and integration of the logistics businesses of the two companies (hereinafter the “Integration”), as announced on November 2, 2009, in our release “Nippon Yusen and Yusen Air & Sea Service Commence Discussions for Reorganization and Integration of Logistics Businesses.” NYK and YAS are pleased to announce that a letter of intent (LOI) for the Integration, based on the results of studies and discussions to date, was signed today.
1. Background and Objective of the Integration
As part of the Nippon Yusen Group’s pursuit of its position as a truly global player in the logistics industry, NYK and YAS will execute the Integration to boost the value of the group’s logistics business by optimization and efficiency improvement using maximized group synergy.
2. Outline of the LOI
2-1. Outline of the Integration Scheme
(1) Integration of Domestic Logistics Businesses
? On or around October 1, 2010, the logistics business of NYK Logistics (Japan) Co., Ltd. (hereinafter “NLJ”), a consolidated subsidiary of NYK, will be integrated into YAS through an absorption-type de-merger or business transfer with cash consideration. (Stock of overseas subsidiaries owned by NLJ will not be transferred for the time being.) The specific scheme will be further discussed at the Steering Committee for the Integration of Logistics Businesses (hereinafter the “Steering Committee”), and the details will be defined in the definitive agreement that is planned to be executed around May this year.
? Upon completion of the Integration, YAS will change its trade name to Yusen Logistics Kabushiki Kaisha (English name: Yusen Logistics Co., Ltd.),* and the newly integrated
company (hereinafter refers to Yusen Logistics Co., Ltd. after the integration of the domestic operations) will remain a listed subsidiary of NYK. In order to achieve the aforementioned objective, NYK and YAS have confirmed with each other that they will cooperate in carrying out necessary procedures, measures, etc., such as holding general shareholders meetings.
? Shunichi Yano, current president of YAS, and Masahiko Fukatsu, current president of NLJ, will assume the responsibilities of representing the newly integrated company.**
* With regard to the trade name, please also refer to the announcement “Notice Concerning Change of Trade Name and Trademark” which was separately released by YAS today.
** The two individuals will become representative directors of the newly integrated company on the effective date of the integration of the domestic logistics business after completing necessary procedures, including the election at the general shareholders meeting of YAS to be held in late June 2010, and the election at the subsequent board of directors meeting of YAS. Details will be announced as soon as they are confirmed.
(2) Integration of Overseas Logistics Businesses
? The two companies’ logistics businesses outside Japan will be integrated gradually from around April 2011 to March 2012, basically through the establishment of joint ventures. Although the details of the integration scheme are under discussion, the newly integrated company will, in principle, make the subject JVs their consolidated subsidiaries and will lead the business operations of those subsidiaries.
? Ownership in the joint ventures will be discussed at the Steering Committee and will be determined based on an equal footing.
2-2. Integration Timeline (1) Integration of Domestic Logistics Businesses
LOI signed February 25, 2010 Definitive agreement to be executed May 2010 (tentative)
Regular general shareholders meeting to be held (YAS) Late June 2010 (tentative)
Newly integrated company starts operation (effective date) October 1, 2010 (tentative) (2) Integration of Overseas Logistics Businesses
Logistics businesses outside Japan are planned to be integrated gradually from around April 2011 to around March 2012. A specific schedule will be announced as soon as one is confirmed.
2-3. Post-Integration Branding The two companies will provide their customers with logistics services under the newly integrated brand of “Yusen Logistics,” in principle, after the Integration. The following is set as the corporate logo.

Source: NYK