Mimaki Engineering Co., Ltd. (President: Hisayuki Kobayashi, Headquarters: Nagano, Japan, hereinafter called “MIMAKI”) hereby announces that it has resolved at a meeting of its Board of Directors held as of July 10, 2013, to liquidate and dissolve its joint venture company in India, MIMAKI KANPHOR INDIA PRIVATE LIMITED (hereinafter called “MIMAKI KANPHOR”) and to take necessary steps for establishing a new wholly-owned subsidiary company in India in lieu of MIMAKI KANPHOR.
1.Reason for Liquidation and Dissolution of MIMAKI KANPHOR
MIMAKI had established MIMAKI KANPHOR in September, 2009 in an effort to develop sale channels in emerging economies such as BRIC countries in which our product applications were expected to expand with rapid digitalization associated with economic growth. MIMAKI KANPHOR is a joint venture company where MIMAKI has 51% ownership resulting from transfer of shares as well as allocation of new stocks of Kanphor India Private Limited, which was established as a result of business transfer from our erstwhile dealer Texsoco Inc. and its affiliated company, Texsoco Technologies Private Limited.
MIMAKI KANPHOR has, however, been suffering from financial problems of its operations since establishment and as a result of evaluation at the end of this first-quarter we have concluded that there is no prospect for MIMAKI to improve such financial distress. Furthermore, our partners in India (hereinafter called “Indian Partners”) have failed to carry out their duty specified in the shareholders agreement which requires them to manage the company effectively and reasonably. While MIMAKI granted Indian Partners more than reasonable period of time to cure such failures, they did not take any appropriate action in the best interest of MIMAKI or MIMAKI KANPHOR. Under such a circumstance, given the difficulty of continuing joint operations with the Indian Partners, MIMAKI has decided to start proceedings of liquidation and dissolution of MIMAKI KANPHOR by terminating the shareholders agreement.
Indian Partners, however, have not consented to the terms of MIMAKI to liquidate and dissolve MIMAKI KANPHOR at this moment and thus MIMAKI will invoke arbitration and file winding up petition with the Delhi High Court to liquidate MIMAKI KANPHOR and to protect its interests.
MIMAKI KANPHOR
| （1） |
Trade Name |
MIMAKI KANPHOR INDIA PRIVATE LIMITED |
| （2） |
Address of head office |
Gurgaon, Haryana, India |
| （3） |
Representative title and name |
Managing Director, Vinod Krishnamurthy Iyer |
| （4） |
Business |
Marketing, sale, service and sales promotion of MIMAKI group products, i.e., Inkjet printer, cutting plotter, ink. |
| （5） |
Paid Up Capital fund |
Indian Rupees 21,251,000 |
| （6） |
Establishment |
September, 2009 |
| （7） |
Major shareholder and ratio |
MIMAKI |
51.00% |
| Vinod Iyer |
22.05% |
| Satish Garg |
14.70% |
| Vinod Garg |
12.25% |
2. Preparation for establishing a new wholly-owned subsidiary company
Textile industry is flourishing in India being backed by Deccan Plateau which is renowned worldwide as a cotton production area. While MIMAKI has three objective markets, i.e., Sign Graphics (“SG”), Industrial Product (“IP”) and Textile and Apparel (“TA”), those inkjet printers designed for textile printing in TA industry are in high demand. At the same time, MIMAKI is willing to continuously provide after services to those existing customers who purchased MIMAKI products through MIMAKI KANPHOR and who require after sales services and support from MIMAKI. In this situation, MIMAKI has decided to take all necessary steps to set up its wholly-owned subsidiary company in India in lieu of MIMAKI KANPHOR.
After establishing the new wholly-owned subsidiary company, MIMAKI will promptly press forward with the restructuring of our system so that we can provide the customers with MIMAKI-led, community-based, professional and courteous sales and services, and exert every possible effort to restore market share in all area in India.
Proposed New Wholly-Owned Subsidiary Company
| （1） |
Trade Name |
MIMAKI INDIA PRIVATE LIMITED |
| （2） |
Address of head office |
Delhi, India |
| （3） |
Representative title and name |
Managing Director, Hirofumi Kitaguchi |
| （4） |
Business |
Marketing, sale, service and sales promotion of MIMAKI group products, i.e., Inkjet printer, cutting plotter, ink. |
| （5） |
Capital fund |
Indian Rupees 100,000 * |
| （6） |
Establishment |
End of July, 2013 (planned） |
| （7） |
Investment ratio |
Mimaki owns 100% |
| （8） |
End of fiscal year |
March 31 |
| （9） |
Number of employee |
35 （planned）（among them, Japanese employees are 3） |
| （10） |
Launching date |
September, 2013（planned） |
*Note:This is planned amount being transferred to the bank at the time of establishment and registration of the company and therefore the amount will be increased when the launching date is fixed.
About MIMAKI
MIMAKI is a leading manufacturer of wide-format inkjet printers and cutting machines for the Sign Graphics, Industrial Product and Textile & Apparel markets. MIMAKI develops the complete product range for each group; hardware, software and the associated consumable items, such as inks and cutting blades. MIMAKI excels in offering innovative, high quality and high reliability products, based upon its aqueous, solvent and UV-curable inkjet technology. In order to meet a wide range of applications in the market, MIMAKI pursues the development of advanced on-demand digital printing solutions. Mimaki Engineering Co. Ltd., (President: Hisayuki Kobayashi) Nagano (Japan), is publicly listed on the JASDAQ Securities Exchange, Inc.