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Diamond Lease Co. Ltd.
Representative: Naotaka Obata, President & CEO
(JP 8593 Tokyo Stock Exchange, 1st section)
Mitsubishi Corporation
Representative: Yorihiko Kojima, President & CEO
(JP 8058 Tokyo Stock Exchange, 1st section)
Mitsubishi Motors Corporation
Representative: Osamu Masuko, President
(JP 7211 Tokyo Stock Exchange, 1st section)
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| Diamond Lease Co. Ltd, Mitsubishi Corporation, Mitsubishi Motors Corporation: A Basic Agreement has been Reached Concerning Automotive Finance Operations |
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Tokyo, March 17, 2006
— Diamond Lease Co. Ltd. ('DL'), Mitsubishi Corporation ('MC'), and Mitsubishi Motors Corporation ('MMC') have reached a basic agreement concerning the strategic reorganization of Mitsubishi Auto Credit-Lease Corporation ('MCL', Minato-ku, Tokyo, Representative: Atsuki Tofukuji) and Diamond Auto Lease Co., Ltd. ('DAL', Shinagawa-ku, Tokyo, Representative: Tomoyuki Hanzawa) in order to expand automotive finance operations and strengthen competitiveness. Details of the agreement are as follows.
1. Details of the Agreement
| (1) |
MCL will be divided into a finance business organization ('MCL Credit Company') which will include MMC related automotive credit and rental car operations, and a automotive lease & maintenance business organization ('MCL Lease Company'). |
| (2) |
Through a transfer of common shares, 'MCL Credit Company' will operate as a strategic joint venture between MMC and DL, focusing on automotive finance operations mainly for MMC branded vehicles. |
| (3) |
Also through a joint transfer of common shares by MC and DL, these 2 companies will jointly operate the automotive lease & maintenance business 'MCL Lease Company' , together with DAL under a newly established subsidiary company. |
2. Summary of the Reorganization
(1) Current Structure

(2) Post-reorganization

(*) A portion of common shares held be MMC will be sold to a third party.
(3) Details of the Joint Venture Companies
MCL Credit Company (name undecided)
|
Total |
DL |
MMC |
| Ownership Percentage |
100% |
50% |
50% (see the note above) |
| Number of Directors |
5 |
3 |
2 |
Number of Representatives
(within directors) |
2 |
1(President *) |
1(Vice President) |
| Number of Auditors |
3 |
1 |
1 |
| (The remaining 1 auditor will be from a third party) |
| * |
In the start up phase, the position of president will be held by MMC, to be later taken over by DL. |
Subsidiary Company (including the lease & maintenance business -- name undecided)
|
Total |
MC |
DL |
| Ownership Percentage |
100% |
50% |
50% |
| Number of Directors |
8 |
4 |
4 |
Number of Representatives
(within directors) |
2 |
1(President) |
1(Vice President) |
| Number of Auditors |
3 |
1 |
1 |
| (The remaining 1 auditor will be from a third party) |
3. Background of the Agreement
DL is a leading company in the general leasing industry with its automotive lease operations concentrated in DAL. As of Sept. 30, 2005 DAL managed about 82,000 vehicles. DL sought to further expand its operations through increasing vehicles under management, reducing costs and increasing efficiency.
MC and MMC, each of which hold 43.25% of MCL, have achieved steady growth in the automotive finance business, focusing mainly on credit and lease operations for MMC vehicles. To further improve service for customers and dealers, and to use the knowledge and experience MCL has accumulated in offering more specialized lease products, MC and MMC studied reorganizing the operation into 'MMC vehicle related automotive finance operations' and 'automotive lease and maintenance operations.'
Uniting the policies of DL, MC, and MMC, the reorganization of MCL into 2 operations, with a strategic partnership with DL for MC and MMC, was decided upon to improve and expand MCL's operations.
4. Aims of the Agreement
(1) Aims of the automotive credit business
- With the MCL Credit Company executing its automotive finance operations, MMC will further enhance and strengthen relationships with dealers across Japan. Also through the introduction of new campaigns and products, MMC will actively work to answer customer's needs.
- As a leading company in the general leasing sector, DL has developed strong abilities in many financial service product areas, as well as strong capital procurement know-how. In financial services related to physical assets, DL has focused on leasing activities, which have been built upon the company's knowledge and experience in the area to strengthen and expand. Through the joint venture with MMC however, DL will be able to expand in earnest into the credit business for physical assets, thus strengthening further the company's position as a provider of general financial solutions.
- Also, DL will be able to provide valuable advice and support to the MCL Credit Company in terms of capital procurement, asset management, management systems, etc. Through this, the new entity will build a stable administrative base upon which to grow.
(2) Aims of the automotive lease business
- The subsidiary company to be established by MC and DL will unify the management of the MCL Lease Company and DAL. This unification will facilitate a scale for vehicles under management of 200,000 vehicles, making the organization a leading company in the automotive lease industry.
- Moreover, using the knowledge accumulated by MV, DL, MCL, and DAL (asset management, IT systems, maintenance management systems, etc.) to the fullest extent, the new entity will quickly realize synergies and be able to improve services to answer customer's needs and expand the operation.
- Unifying the 2 companies under the new subsidiary will bring about many benefits. Management and maintenance operations will be concentrated in a single back office and management strategy will be adjusted. The combination of IT systems functions will also become possible. The companies however will retain their independence in terms of sales strategies to focus on and expand in their respective markets.
5. Details of MCL & DL
| (1) Name |
Mitsubishi Auto Credit-Lease
Corporation |
Diamond Auto Lease Co., Ltd. |
| (2) Representative |
Atsuki Tofukuji |
Tomoyuki Hanzawa, President |
| (3) Location |
5-chome Shiba 34-7, Minato-ku, Tokyo |
1-chome Nishi Gotanda 31-1,
Shinagawa-ku, Tokyo |
| (4) Date of Founding |
January 27, 1972 |
March 3, 1990 |
| (5) Main Operations |
Automotive Lease & Credit |
Automotive Lease |
| (6) End of Fiscal Year |
March 31 |
March 31 |
| (7) Employees |
517 |
163 |
(8) Shareholder's
Equity |
15.565 Billion Yen |
2.006 Billion Yen |
(9) Shares
Outstanding |
19,200,000 |
4,000 |
(10) Shareholder
Structure &
Ownership
Percentage |
| Mitsubishi Motors Corporation |
43.25% |
| Mitsubishi Corporation |
43.25% |
The Bank of
Tokyo-Mitsubishi UFJ, Ltd. |
3.00% |
The Mitsubishi UFJ
Trust & Banking Corporation |
3.00% |
| Mitsbishi Estate Co. Ltd. |
3.00% |
Tokio Fire & Nichido
Marine Insurance Co., Ltd. |
3.00% |
| Nippon Express |
1.50% |
|
Diamond Lease Co. Ltd.
100.00% |
Summary of Recent Business Results (in millions of Yen)
|
Mitsubishi Auto Credit-Lease
Corporation |
Diamond Auto Lease Co. Ltd. |
Period Ending
March 2004 |
Period Ending
March 2005 |
Period Ending
March 2004 |
Period Ending
March 2005 |
| Revenue |
114,926 |
117,863 |
18,572 |
21,021 |
| Gross Income |
13,805 |
13,889 |
3,025 |
3,304 |
| Operating Income |
2,642 |
4,240 |
1,067 |
1,222 |
| Ordinary Income |
2,652 |
4,230 |
1,057 |
1,215 |
| Net Income |
1,090 |
2,351 |
610 |
716 |
| Total Assets |
345,704 |
343,102 |
34,717 |
39,780 |
| Shareholder's Equity |
13,248 |
15,565 |
1,290 |
2,006 |
6. Schedule
| March 17, 2006 |
Signing of a general agreement |
| June 2006 |
Signing of a formal agreement concerning the division of the companies & transfer of shares |
| January - March, 2007 |
Execution of the division & transfer of shares, formation of the subsidiary company |
However, depending on the conditions of the execution process, upon agreement the above schedule may be changed.
7. Effects on Business Results of DL MC & MMC
This transaction is not expected to have an effect on the consolidated earnings of DL, MC, or MMC for the current fiscal year.
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