Skip navigation

Press Release

Notice on Corporate Divestiture
(Simple Incorporation-Type Separation)

December 24, 2013
Cosmo Oil Co., Ltd.
Public Relations Office

Cosmo Oil announces the decision to spin off its petroleum exploration and production business (hereinafter E&P business) into a newly established company, as of February 28, 2014, as described below. The decision was made at the Board of Directors Meeting held on December 24, 2013. The spinoff will be solely made by Cosmo Oil Co., Ltd. through a simple incorporation-type separation, and therefore this disclosure is also made on a simplified method.

1.Objectives of the Corporate Divestiture

The company aims to establish a solid business foothold for further expansion of the Cosmo Group as stipulated in the 5th Consolidated Medium Term Management Plan which started in April 2013. One of its measures is to make active investments in the E&P business.

The said business is a source of stable profit within the company's business portfolio under the current challenging business environment. The divestiture will allow the company to make faster business decisions in the scope of further enhancing the company's E&P business. The company will also strengthen information disclosures on its E&P business as one of the methods to further increase its business values.

2.Outline of the Corporate Divestiture

(1) Schedule

Board of Directors approving the divestiture plan: December 24, 2013
Date of corporate divestiture (effective date): February 28, 2014
* As this corporate divestiture meets the requirement of simple separation, pursuant to Article 805 of the Companies Act, the approval of a General Meeting of the Shareholders is omitted.

(2) Method

Following a simple incorporation-type separation from Cosmo Oil Co., Ltd., a newly incorporated subsidiary company will be established.

(3) Allotment of Shares

The newly established company will issue 1,000 common shares, all of which will be allotted to Cosmo Oil Co., Ltd.

(4) Treatment of Share Purchase Warrants and Bonds with Share Purchase Warrants associated with the Corporate Divestiture

Cosmo Oil Co., Ltd. has not issued share purchase warrants and bonds with share purchase warrants.

(5) Decrease in Capital Resulting from the Corporate Divestiture

There will be no decrease in capital of Cosmo Oil Co., Ltd. resulting from the divestiture

(6) The Rights and Obligations Transferred to the Newly Established Company

Cosmo Oil Co., Ltd. will transfer all assets, liabilities, and positions in contracts that it owns with respect to the businesses set forth in the "Incorporation-type Separation Plan" dated December 24, 2013. Cosmo Oil Co., Ltd. cumulatively assumes the liabilities transferred to the newly-established company.

(7) Ability to Fulfill Obligations

Cosmo Oil Co., Ltd. believes that all debt obligations to be assumed by Cosmo Oil Co., Ltd. and the Newly Established Company through the said Corporate Divestiture and the newly-established company can be fulfilled without problems.

3.Overview of the Company Divestiture

  Transferor Company Newly-established Company
(1)Company Name Cosmo Oil Co., Ltd. Cosmo Energy Exploration & Production Co., Ltd.
(2)Address of Headquarters 1-1-1, Shibaura, Minato-ku, Tokyo 1-1-1, Shibaura, Minato-ku, Tokyo
(3)Title and Name of Representative Keizo Morikawa, President and Representative Director Keizo Morikawa, President and Representative Director
(4)Business Description Development, exploration, refining, processing, storage, trade, export/import, etc. of petroleum-related matters and by-products
  • Establishment of strategies and plans in the energy E&P business
  • Promotion and management of directly-controlling projects
  • Business management, technical support, operation commission of affiliated E&P companies
  • Search of new energy E&P business opportunities
(5)Capital 107,246 million yen 10,000 million yen
(6)Date Established September 4, 1939 February 28, 2014
(7)Number of Shares Issued 847,705,087 shares 1,000 shares
(8)Fiscal Year-End March 31 December 31
(9)Major Shareholders and
Percentage of Shares Held
Infinity Alliance Limited 20.76% Japan Trustee Services Bank, Limited. (Trust Acc.) 6.75% Mizuho Bank, Ltd. 3.69% The Master Trust Bank of Japan, Ltd. (Trust Acc.) 2.56% The Bank of Tokyo-Mitsubishi UFJ, Ltd. 2.32% Cosmo Oil Co., Ltd. 100%

(10)Financial status of the transferor for recent business years (consolidated)

Fiscal Year FY2010 FY2011 FY2012
Net Assets 350,239 million yen 337,437 million yen 256,932 million yen
Gross Assets 1,579,424 million yen 1,675,070 million yen 1,743,492 million yen
Net Assets per Share 392.80 yen 374.15 yen 272.07 yen
Net Sales 2,771,523 million yen 3,109,746 million yen 3,166,689 million yen
Operating Income 104,097 million yen 63,570 million yen 52,422 million yen
Ordinary Income 96,094 million yen 61,420 million yen 48,439 million yen
Net Income 28,933 million yen Minus 9,084 million yen Minus 85,882 million yen
Net Income per Share 34.16 yen Minus 10.72 yen Minus 101.39 yen

(11)Business Description of Division for Divestiture

Business related to E&P.

(12)Financial Results of Division to be Spun Off (FY2012 ending March 2013)

  Petroleum E&P Business
Net Sales 85,943 million yen

(13)Amounts of Assets and Liabilities to be Transferred

Assets Liabilities
Current Assets 4 million yen Current Liabilities -
Non-current Assets 14,710 million yen Non-current Liabilities 130 million yen
Total 14,714 million yen Total 130 million yen

4.Profile of Organizations after the Divestiture

  Transferor Company Newly-established Company
(1)Company Name Cosmo Oil Co., Ltd. Cosmo Energy Exploration & Production Co., Ltd.
(2)Address of Headquarters 1-1-1, Shibaura, Minato-ku, Tokyo 1-1-1, Shibaura, Minato-ku, Tokyo
(3)Title and Name of Representative Keizo Morikawa, President and Representative Director Keizo Morikawa, President and Representative Director
(4)Business Description Development, exploration, refining, processing, storage, trade, export/import, etc. of petroleum-related matters and by-products
  • Establishment of strategies and plans in the energy E&P business
  • Promotion and management of directly-controlling
  • Business management, technical support, operation commission of affiliated E&P companies
  • Search of new energy E&P business opportunities
(5)Capital 107,246 million yen 10,000 million yen
(6)Fiscal Year-End March 31 December 31

5.Future Prospect

Because the newly established company will be a wholly owned subsidiary, there will be no impact of the divestiture on consolidated financial results.

End of main content

Copyright© COSMO ENERGY HOLDINGS Co.,Ltd. All Rights Reserved