May 24, 2023
Lintec Announces Acquisition of Business and Related Assets by Subsidiary from Canadian Corporation
Lintec Corporation (hereinafter "Lintec") announces that its Board of Directors at a meeting held today adopted a resolution to sign an agreement with MACtac Canada Ltd. (headquarters: Ontario, Canada, wholly owned subsidiary of MACtac Americas, LLC ), a subsidiary of MACtac Americas, LLC (headquarters: Ohio, USA, wholly owned subsidiary of LINTEC USA Holding, Inc.* ) , a subsidiary of Lintec, regarding the acquisition of business and related assets from 886381 Ontario Inc. (Company Name: LABEL SUPPLY; headquarters: Ontario, Canada) and 1598130 Ontario Limited (headquarters: Ontario, Canada) in accordance with Article 370 of the Companies Act and with Article 25 of Lintec's Articles of Incorporation (Resolution in writing in place of resolution at Board of Directors Meeting).
- Lintec USA Holding, Inc. is a wholly owned subsidiary of Lintec.
1. Reason for Acquisition of Business and Related Assets
In December 2016, in North America, Lintec acquired MACtac Americas, LLC, a manufacturer and distributor of adhesive paper and film for labels, and graphic film, welcoming the company as its Group company. MACtac Americas, LLC acquired Duramark Products, Inc. in April 2021 and also acquired a business from Spinnaker Coating, LLC in February 2022. The Lintec Group has thus worked to strengthen and expand its core business, specifically Printing & Variable Information Products Operations.
886381 Ontario Inc. operates a business of processing and selling adhesive paper and film for labels and other products mainly for the domestic Canadian market. In particular, it has strengths in the slitting of label roll products and delivery services. In Lintec's judgement, the Group's market share and profitability will be increased by the promotion of products through the sales networks of 886381 Ontario Inc., reaching the Canadian market and customers that could not be reached via MACtac Americas, LLC. 1598130 Ontario Limited leases land and buildings to 886381 Ontario Inc.
2. Overview of Acquisition of Business and Related Assets
(1) Descriptions of the acquisition of business and related assets
Business of processing and selling adhesive paper and film for label and other products operated by 886381 Ontario Inc. and land and buildings of 886381 Ontario Inc. under the ownership of 1598130 Ontario Limited.
(2) Overview of 886381 Ontario Inc.
| (1) Name | 886381 Ontario Inc. | ||
|---|---|---|---|
| (2) Address | 280 S Blair St, Whitby, Ontario, Canada | ||
| (3) Title and name of representative | President：Jacob Rempel | ||
| (4) Business description | Sale of adhesive paper and film for labels | ||
| (5) Capital | C$100 (JPY10,100 ) | ||
| (6) Established | March 5, 1990 | ||
| (7) Investor and equity ratio | 1598209 Ontario Limited (100%) | ||
| (8) Relationship between Lintec and the company concerned | There is no capital, personal or business relationship. | ||
| (9) Results and financial position for the last three years of the company concerned | |||
| Fiscal year | Ended February 2020 | Ended February 2021 | Ended February 2022 |
| Net assets | C$1,969 thousand (JPY199 million) |
C$3,304 thousand (JPY334 million) |
C$4,500 thousand (JPY455 million) |
| Total assets | C$15,016 thousand (JPY1,517 million) |
C$17,535 thousand (JPY1,771 million) |
C$19,639 thousand (JPY1,984 million) |
| Net sales | C$48,021 thousand (JPY4,850 million) |
C$53,754 thousand (JPY5,429 million) |
C$62,529 thousand (JPY6,315 million) |
| Net income | C$1,366 thousand (JPY138 million) |
C$3,777 thousand (JPY381 million) |
C$4,349 thousand (JPY439 million) |
- Conversion calculated at C$1 = JPY101
(3) Overview of 1598130 Ontario Limited
| (1) Name | 1598130 Ontario Limited | ||
|---|---|---|---|
| (2) Address | 280 S Blair St, Whitby, Ontario, Canada | ||
| (3) Title and name of representative | President：Jacob Rempel | ||
| (4) Business description | 1598130 Ontario Limited leases land and buildings to 886381 Ontario Inc. | ||
| (5) Capital | C$101 (JPY10,201 ) | ||
| (6) Established | December 1, 2003 | ||
| (7) Investor and equity ratio | 1598209 Ontario Limited (99.9%) 1598208 Ontario Limited (0.1%) |
||
| (8) Relationship between Lintec and the company concerned | There is no capital, personal or business relationship. | ||
- Conversion calculated at C$1 = JPY101
(4) Overview of Lintec's subsidiary acquiring business and related assets
| (1) Name | MACtac Canada LTD. | ||
|---|---|---|---|
| (2) Address | 2100, 40 King Street West, Toronto, Ontario, Canada | ||
| (3) Title and name of representative | President：Ed LaForge | ||
| (4) Business description | Sale of adhesive paper and film for labels | ||
| (5) Capital | C$694,352 (JPY70,129,552) | ||
| (6) Established | December 13, 1962 | ||
| (7) Investor and equity ratio | MACtac Americas, LLC (100%) | ||
| (8) Relationship between Lintec and the company concerned | Lintec has a 100% stake indirectly in this company. There is no personal or business relationship. | ||
- Conversion calculated at C$1 = JPY101
3. Transfer Price
| (1) Cost of transfer | Approx. C$68,500 thousand (JPY6,919 million) |
|---|---|
| (2) Advisory fees, etc. | Approx. US$463 thousand (JPY63 million) |
- Conversion calculated at C$1 = JPY101, US$1 = JPY135
4. Schedule
| (1) Date of board of directors' resolution | May 24, 2023 |
|---|---|
| (2) Business transfer agreement closing date | Scheduled for May 24, 2023 (local time) |
| (3) Closing (date of business transfer) | Scheduled for May 24, 2023 (local time) |
- Closing (date of asset acquisition) shall occur after the terms and conditions set in the asset acquisition agreement have been met.
5. Future Outlook
Funds for this acquisition of business and assets will procured by borrowings from financial institutions. Lintec will closely examine the impact of this move on its consolidated financial results and will promptly disclose any matters that require disclosure.
The contents of the News Release are as of the announcement date. Please note that they may differ from the latest information.