hazama ando
ando and hazama jointly win contracts, make purchases, and engage in other projects .
ando has dispatched one vice president and representative director and one part - time auditor to hazama. (the above two personnel have been transferred to hazama )
data as of jul 09 2018. currency figures normalised to hazama ando corp' s reporting currency: japanese yen jpy
based on the capital and business tie - up agreement, ando holds 10, 000, 000 shares in hazama’s common stock, 250, 000 shares in hazama’s class iv preferred stock, and 125 units of the second issue of hazama share options .
further, if the merger is approved at ando’s general shareholders’ meeting and hazama’s extraordinary shareholders’ meeting and class meeting, then ando shares will be delisted from the tokyo stock exchange on march 27, 2013 .
no particular conflict of interest arises between ando and hazama with regard to the merger and as such no particular measures have been taken .
neither abeam m & a consulting, the independent calculation agent advising ando, nor frontier management, the independent calculation agent advising hazama, falls under the category of a related party of ando or hazama or has any particular interests to be declared with regard to the merger .
the award was jointly conferred to the mopit, along with japanese consultant company, nippon koei corporation and japanese construction company, hazama ando corporation .
with the exception of the above, there are no particular capital relationships between personnel and companies related to ando and personnel and companies related to hazama .
with the exception of the above, there are no particular personnel relationships between personnel and companies related to ando and personnel and companies related to hazama .
with the exception of the above, there are no particular transactional relationships between personnel and companies related to ando and personnel and companies related to hazama .
reorganizes the general partnership company organization to establish ando - gumi as a business corporation .
the merger will take the form of an absorption - type merger in which hazama will be the surviving company and ando will be the company to be absorbed .
0. 53 shares of hazama’s common stock will be allotted and delivered for each share of ando’s common stock. however, for its current holding of 2, 781, 948 shares of treasury stock, ando will not receive any allotment of shares in the merger .
ando corporation (“ando”) and hazama corporation (“hazama”) hereby announce that it was resolved at the meetings of their respective boards of directors held today to carry out the merger of their companies (the “merger”) on april 1, 2013 (tentative) and in the spirit of equal footing basis, entered into a merger agreement. the details are described below .
reorganizes as
ando - gumi ,
a general partnership company with capital of 1 million yen .
takema hazama receives a contract from the kyushu railway company to build the new moji locomotive engine and passenger carriage depot, and founds hazama - gumi in moji (fukuoka prefecture) .
ando holds 10, 000, 000 shares of hazama common stock, 250, 000 shares of hazama class iv preferred stock, and 125 units of the second issue of hazama share options. when examining the merger, both companies therefore had their respective independent calculation agents calculate the merger ratio and report the results in order to ensure fairness. based on the results of the merger ratio calculation, both companies entered into negotiations and discussions which resulted in an agreement to carry out the merger using an agreed merger ratio. ando and hazama requested abeam m & a consulting and frontier management, their respective independent calculation agents, to calculate the merger ratio and received calculation reports from them. note that neither ando nor hazama has received a fairness opinion from their respective independent calculation agents .
shotaro ando founds a civil engineering contracting business called
ando - kata
in matsueda - cho, kanda ward, tokyo. the company begins with brick construction, which was an advanced building method at the time .
this is a system for hazama to purchase shares constituting less than one unit held by shareholders .
established as hazama - gumi, a joint stock company (capital of 500, 000 yen) .
hazama ando corporation, formerly hazama corporation, is mainly engaged in the construction business. the company operates through three business segments. the civil engineering segment is in the provision of general civil work both domestic and overseas. the construction segment is in the provision of general construction work and architectural project both domestic and overseas. the group segmen
after the delisting of ando stock, shareholders receiving an allotment of 100 shares (one unit) or more of hazama common stock as a result of the merger will be able to trade hazama common stock in excess of one unit on the tokyo stock exchange, and the companies therefore believe that the liquidity of common stock will be able to be maintained .
the predecessors of the current company, hazama and ando, were established in 1889 and 1873 respectively. the two companies originally formed a capital and business tie - up in 2003, and were collaborating over order receipts and materials procurement before the merger. [ 3 ]
in connection with the merger, hazama will issue 43, 834, 207 shares (tentative) of its common stock. (note that none of the treasury stock held by hazama will be used for the allotment of shares in the merger. )
after delisting, it will no longer be possible to trade ando common stock on the tokyo stock exchange, but holders of ando common stock will receive an allotment of common stock in the surviving company in accordance with the descriptions in “2. (3) details of allotment in the merger. ”
to ensure that the merger ratio used in the merger is calculated in a fair and appropriate manner, ando and hazama selected as independent calculation agents abeam m & a consulting ltd. (“abeam m & a consulting”) and frontier management inc. (“frontier management”), respectively .
note that the completion of the merger is subject to the satisfaction of various conditions, such as approval of the merger at ando’s general shareholders’ meeting and hazama’s extraordinary shareholders’ meeting and class meeting, the approval of the japan fair trade commission, and the absence of any material grounds that may hamper the merger .
note 1: hazama also plans to hold a general shareholders’ meeting on june 28, 2012 (record date of march 31, 2012) .
year on year hazama ando corp' s revenues fell - 7. 59% from 407. 99bn to 377. 02bn. this along with an increase in selling, general and administrative costs has contributed to a reduction in net income from 26. 28bn to 23. 86bn, a - 9. 20% decrease .
receives order for da nhim no. 1 power station (vietnam), which was hazama' s first major overseas construction project of the post - war era .
note that the future profitability projections for ando which serve as the basis of the dcf method calculations by abeam m & a consulting and frontier management do not predict major increases or decreases in profit .
this is a system for shareholders with shares constituting less than one unit to purchase hazama shares to increase their holdings up to one unit (100 shares). as hazama does not currently have such a system, the company intends to create one for the benefit of shareholders who, as a result of the merger, will hold shares constituting less than one unit. hazama plans to submit a proposal to the extraordinary shareholders’ meeting scheduled for july 20, 2012 that would make changes to the company’s articles of incorporation including the creation of such a system. the change would take place from april 1, 2013 .
after concluding a capital and business tie - up agreement in 2003, ando and hazama have built a long - term relationship of trust and cooperation. both companies have now agreed that the best way for them to achieve sustainable growth is to go beyond this relationship by merging their business operations to expand their scope of business, streamline operations, boost efficiency, and thereby enhance profitability. as such, both companies today signed a merger agreement .
frontier management calculated the merger ratio for the common stock of both companies using the market price average method, on the grounds that the common stock of both companies has a market price, and also conducted a valuation using the dcf method for both companies. the valuation range for the merger ratio calculated using each method, which is given as numbers of shares of hazama common stock to be allotted for one share of ando common stock, is shown in the table below .
completes replacement of uji bridge, ise grand shrine (the third time since 1969 that hazama corporation has been entrusted with this work, which is part of the regular dismantling and rebuilding of the shrine that takes place every 20 years) .
the effective date for the merger is april 1, 2013, and therefore, in accordance with the delisting standards of the tokyo stock exchange, ando common stock is scheduled to be delisted on march 27, 2013 (final day of trading scheduled for march 26, 2013) .
shareholders who, as a result of the merger, will hold hazama shares constituting less than one unit will not be able to trade such shares on the tokyo stock exchange. these shareholders will instead be able to use either of the following systems :
shareholders who, as a result of the merger, will receive a fractional share less than one hazama share will receive a monetary payment that corresponds to their fractional share in accordance with article 234 of the companies act and other related laws and regulations .
as described above, ando and hazama requested their respective independent calculation agents to calculate the merger ratio for the merger and received from the respective agents merger ratio calculation reports. both companies, after comprehensive consideration of the both companies’ financial and asset situations, business and performance outlook, historical and current stock price performance and other factors, entered into detailed discussions and negotiations with reference to the results shown in the calculation reports and reached agreement that the merger ratio as shown under “2. (3) details of allotment in the merger” is appropriate .
through the merger, ando and hazama will complement each other by harnessing their prior track records of achievement and as a result generate synergistic effects through their technological strength, marketing power, and cost competitiveness and strengthen their business operations and improve their efficiency. at the same time, the new company will aim for further expansion overseas and the development of foundations for new business initiatives. through these measures, the new company will strive to enhance its profitability, financial soundness, and corporate value and to build a stronger business base that supports further development and growth .
with respect to the accounting treatment of the merger, the plan is to adopt the accounting standards for business combinations (asbj statement no. 21) and the implementation guidance on accounting standards for business combinations and business divestitures (asbj guidance no. 10), and use the purchasing method making hazama the acquiring company .
further, the future profitability projections for hazama which serve as the basis of the dcf method calculations by abeam m & a consulting and frontier management include a fiscal year in which a major increase in profit is predicted. specifically, in the fiscal year ending march 2012, there was an increase in tax expenses as a result of a partial impairment of assets the company recognized and the enactment of a law concerning a reduction in the corporate income tax rate in japan. however, projections for the fiscal year ending march 31, 2013 show a major increase in net income over the preceding fiscal year, as at the current time the company is no longer expecting such impact from the increase in tax expenses on its revenue plans in and after the fiscal year ending march 2013 .
abeam m & a consulting conducted valuations for the common stock of both companies using the market price method, on the grounds that the common stock of both companies has a market price, and also conducted calculations using the discounted cash flow method (“dcf method”) to reflect in the valuation the future state of their businesses. the market price method used may 23, 2012 as the reference date and calculations took into account the closing price on the reference date, and the average closing price and volume - weighted average price for the one - month, three - month, and six month periods prior to the reference date. the valuation range calculated using each method, assuming the value of one share of hazama common stock to be 1, is shown in the table below .
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suite 13. 4, level 13, menara imc, letter box no. 9, no. 8, jalan sultan ismail, 50250 kuala lumpur, malaysia
menara thamrin, 14th floor, suite 1405, jl. m. h. thamrin kav. 3, jakarta, 10250, indonesia
ban sibounheung unit no. 3 house no. 030 chanthabouly district vientiane capital, lao. p. d. r
room no. 513, yangon international hotel, no. 330, ahlone road, dagon township, yangon, myanmar
jagannath bhawan, arniko rajmarga, new baneshwor, ward no. 10, kathmandu, nepal
paseo de la reforma n°373 1 - b col. cuauhtémoc c. p. 06500 del. cuauhtémoc mexico d. f .
500 west wilson bridge road, suite 130 worthington, ohio 43085, u. s. a .
colonia lomas de miraflores sur 3ra. calle, casa no. 4310, tegucigalpa m. d. c. , honduras, c. a
executes a portion of the tokyo ginza - dori
brick town
construction project .
executes a portion of the asakusa nakamise - dori
brick town
construction project .
becomes a business associate with government ministries in charge of the army, railroads, and communications .
receives a package order to construct an army artillery arsenal (brick construction) in koishikawa, tokyo, around the time of the sino - japanese war, which broke out the following year. this built the company' s foundation as a construction business .
executes brick repair work for the tokyo post and telegraph office, which was japan' s first general telephone office .
completes construction of the aikoku life insurance (currently nippon life insurance) building. this was the company' s first private - sector construction project .
moves to a newly constructed company building in tsukiji, kyobashi ward, tokyo. completes work on a coastal landfill project in isogo, yokohama city, kanagawa prefecture (370, 000 m 2) .
following world war ii, takes on repair work for facilities used by the allied occupation forces (military police headquarters, the sanno hotel, etc .), and pours efforts into post - war reconstruction by restoring damaged areas and rebuilding urgently needed facilities in various regions, such as government and public buildings, schools, and hospitals .
completes construction of imperial hotel new annex no. 1 in 1956 and imperial hotel new annex no. 2 .
builds and moves to new headquarters in yaesu, chuo ward, tokyo, and establishes a test facility in shibaura for experiments with precast and prestressed concrete products .
leads the industry in developing a prefabrication method using large concrete plates, and establishes its first prefabrication plant, in kawagoe city, saitama prefecture .
enters into a technical partnership with coignet of france and introduces prefabrication technology from overseas .
adds design and supervision, and the manufacture, processing, and sales of construction materials, to its business objectives in its articles of incorporation .
establishes an equipment center in tokyo to streamline administration of materials and equipment in the kanto region .
completes construction of the frank lloyd wright suite (imperial hotel, tokyo) .
completes construction of the okoba - hitoyoshi section of the kagoshima line, which was japan' s first loop - line project .
completes construction of the yalu river bridge (connecting present - day china and north korea), which was japan' s first caisson construction project .
enters the electric power business and receives an order for the onagohata hydroelectric plant .
engages in foundation works using japan' s first caisson construction method as part of the construction of eitai bridge (designated as an important cultural property, and chosen by the japan society of civil engineers as one of its first civil engineering heritage sites) .
enters the subway construction business and receives an order for construction of the nihombashi - kyobashi section of the tokyo subway .
completes the first phase of construction of supung power station (currently north korea) as part of what was asia' s largest dam construction project at the time .
completes construction of the shimonoseki section of the kanmon tunnel, which was japan' s first undersea tunnel .
completes construction of sakuma dam, japan' s first major mechanized construction project of the post - war era .
completes construction of miboro dam, which was japan' s first rock - fill dam .
completes construction of kurobe dam, which was one of the century' s largest projects .
becomes listed in the first sections of the tokyo, osaka, and nagoya stock exchanges .
opens a technical research institute in yono city, saitama prefecture (currently saitama city) .
begins support of takigi noh (nighttime noh performances illuminated by firelight) at meiji jingu shrine (still held each year) .
completes construction of the honda aoyama building, which was japan' s first full - scale
intelligent building ,
and completes digging the main bore for the yoshioka section of the seikan tunnel .
completes construction of the shirashima oil storage base, which was the world' s first oil storage base built on the sea, and hoshigaura hospital, japan' s first hospital built with seismic isolation technology .
completes construction of petronas twin towers (malaysia), which was the world' s tallest building at the time .
completes restoration work on the castle tower of ozu castle, which is the tallest restored wooden castle tower in japan .
receives order for the ohashi connecting road for the shinagawa route of the chuo kanjo ring road of the metropolitan expressway .
receives orders for the tsugaru dam and restoration work for the honmaru palace of nagoya castle .
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t is engaged in the sales and leasing of construction materials, construction of civil engineering work and construction work. the others segment is engaged in the entrusted survey and research services .
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the overseas construction association of japan, inc. (ocaji) － members working overseas
the overseas construction association of japan, inc. (ocaji) is a representative body aiming to promote overseas activities of japan' s construction industry and assist it in contributing to the international community through construction .
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copyright (c) 2018 the overseas construction of japan, inc. all rights reserved .
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visiting japan international cooperation agency (jica), president, dr. shinichi kitaoka, paid a courtesy call on deputy prime minister and minister of physical infrastructure and transport, mr. bijaya kumar gachhedar, on 21st december 2015. during the meeting, dr. kitaoka handed over the prestigious jica president award, * which was conferred to the ministry of physical infrastructure and transport (mopit), to the honorable minister bijaya kumar gachhedar .
dr. shinichi kitaoka conferring jica president award to honorable minister of physical infrastructure and transport bijaya kumar gachhedar .
jica has selected the project for construction of the sindhuli road as recipient of the 11th jica president award this year because of its great contribution to nepal' s social development .
around 160 kilometers of the sindhuli road, also known as b. p. highway, named after the former prime minister, mr. bishweshar prasad koirala, was constructed at the cost of 25 billion japanese yen or about 22 billion nepali rupees, and is one of the largest japanese grant aid projects. on 3rd july 2015, japan handed over the road to the government of nepal. it took two decades to complete the construction of the road, which connects dhulikhel on the arniko highway to bardibas on the east - west highway. the government of japan adopted environment, topography and eco - friendly technology while constructing this road .
after completion of the sindhuli road, the materialization of this project has not only provided easy access for people residing in villages alongside the road corridor to public services, such as schools and hospitals, but also has promoted many kinds of industries such as agriculture, construction, tourism and so on, and has ensured an overall benefit to the people of nepal. this project may be taken as a milestone as it has virtually changed the socio - economic development of the entire region and its neighboring districts .
* the jica president award is given either to an individual or an organization that is associated with jica and whose contribution in the field of development is recognized to be of immense significance in development of society and raising the value of international cooperation of japan .
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this business combination involves the securities of a foreign company. the offer is subject to disclosure requirements of a foreign country that are different from those of the united states .
it may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws, since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. you may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the u. s. securities laws. it may be difficult to compel a foreign company and its affiliates to subject themselves to a u. s. court’s judgment .
this document has been translated from part of the japanese original for reference purposes only. in the event of any discrepancy between this translated document and the japanese original, the original shall prevail. the company assumes no responsibility for this translation or for direct, indirect or any other forms of damage arising from the translation .
in japan, as a growing number of repair and reconstruction projects are under way in areas affected by the great east japan earthquake, it is expected that government investment in construction will increase and private - sector investment in construction will recover gradually. despite this, the business environment for the construction industry is still difficult, as construction investment has remained at low levels since the financial crisis of 2008 .
abeam m & a consulting calculated the merger ratio using materials provided by both companies and publicly available information. as abeam m & a consulting’s calculations assume all of such materials and information to be accurate and complete, abeam m & a consulting has made no independent verification to determine the accuracy and completeness of such materials and information. abeam m & a consulting has carried out no independent evaluation, appraisal, or assessment of the assets and liabilities (including the analysis or evaluation of individual assets and liabilities) of either company or their affiliates, nor has abeam m & a consulting sought an appraisal or assessment from a third - party organization (this statement also covers off - balance - sheet assets and liabilities, and contingent liabilities). the calculations also assume that both companies’ business plans and financial projections have been produced rationally based on the current best possible predictions and judgment of the management of both companies .
note that if the assumptions underlying the calculation of the merger ratio change, calculation results may be affected .
note that the market price average method used may 23, 2012 as the reference date, and the calculations used the closing price of the common stock of both companies on the tokyo stock exchange on the average closing price for the one - month, three - month, and six - month periods prior to the reference date .
frontier management’s calculations of the merger ratio assume that all public information taken into account, all financial information provided by both companies, and any other information used are accurate and complete, and therefore frontier management has undertaken no independent verification of the accuracy or completeness of such information and data. further, frontier management has carried out no independent evaluation, appraisal, or assessment of the market value or fair value of the assets or liabilities (including financial derivatives, off - balance - sheet assets and liabilities, and contingent liabilities) of either company or their affiliates, nor has it sought an appraisal or assessment from a third - party organization. furthermore, frontier management’s calculations assume that the financial projections and other forward - looking statements provided by both companies have been made rationally based on the current best possible predictions and judgment of the management of respective companies, and that actual future finances will be in accordance with these projections. the calculations depend on these projections and related information, and frontier management has not carried out any independent investigations. frontier management’s calculations of the merger ratio reflect the above information and data as of may 23, 2012 .
note that while shares constituting less than one unit cannot be sold on the tokyo stock exchange, such shares may be handled in accordance with note 3 of “2. (3) details of allotment in the merger. ”
not yet determined at this time. the information will be disclosed as soon as it is available .
with respect to goodwill associated with applicable fair value, the possibility of such goodwill and the amount of such goodwill in case of such occurrence have not yet been determined and will be disclosed as soon as they are determined .
the outlook for the new company’s business following the merger, the impact of the merger on the company’s business performance, and other pertinent information will be provided as soon as they are available.
hazama ando corporation ( 安藤ハザマ株式会社 andō hazama kabushiki-gaisha ) , is one of the 10 biggest construction companies in japan . it was launched in 2013 by the merger of the hazama corporation and ando corporation . it has overseas networks in asia , especially in the south asian countries like nepal , as well as in the united states , mexico , central and south america . 
hazama ando corporation (安藤ハザマ株式会社 andō hazama kabushiki-gaisha), is one of the 10 biggest construction companies in japan. it was launched in 2013 by the merger of the hazama corporation and ando corporation. it has overseas networks in asia, especially in the south asian countries like nepal, as well as in the united states, mexico, central and south america.
hazama ando corporation (安藤ハザマ株式会社 andō hazama kabushiki-gaisha), is one of the 10 biggest construction companies in japan. it was launched in 2013 by the merger of the hazama corporation and ando corporation. it has overseas networks in asia, especially in the south asian countries like nepal, as well as in the united states, mexico, central and south america.