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Toshiba Corp. (TOS)

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Thursday 30 January, 2014

Toshiba Corp.

Conclusion of Absorption-type Company Split

RNS Number : 8644Y
Toshiba Corporation
30 January 2014
 



This is the translation of an announcement submitted to the Tokyo Stock Exchange.

 

January 30, 2014

 

       Company name: Toshiba Corporation

1-1-1  Shibaura, Minato-ku, Tokyo

Representative: Hisao Tanaka,

Representative Executive Officer

President & CEO

(Code number: 6502)

Inquiries: Naoto Hasegawa, General Manager

Public Relations & Investor Relations Office

Tel:81 3 3457 2096

 

Notice of Conclusion of Absorption-type Company Split Agreement Relating Reorganization of Visual Products Business and Home Appliances Business

 

Toshiba Corporation ("Toshiba") has announced on September 30, 2013 that Toshiba finalized a decision regarding Absorption-type Company Split which causes Toshiba Home Appliances Corporation ("THA") to succeed Toshiba's visual products business ("Company Split") in order to merge the visual product business into the home appliances business and integrate their operations.

 

As the Toshiba has today concluded an Absorption-type Company Split Agreement ("Company Split Agreement") relating Company Split, please be informed of the changes as well as the matters which had been undecided. The underlined part in the following indicates the matters which had been undecided and the changes.

 

(Note) As the Company Split will take place entirely within Toshiba Group, this is a partially abbreviated notice.

 

1.   Purpose of the Company Split

 

By merging the visual product into the home appliances business and integrating their operations, Toshiba aims to promote use of shared resources to improve the efficiency of sales and after-sales service operations in the Japanese market; to strengthen and expand sales in overseas markets, primarily in emerging economies; and to promote investments in developing new business fields, including smart home appliances.

 

2.   Overview of the Company Split

 

(1) Schedule

Date of signing of the Company Split Agreement

January 30, 2014

Date of effect of the Company Split

April 1, 2014

(Note) This Company Split falls under the simplified company split stipulated under paragraph 3 of Article 784 of the Companies Act in respect of Toshiba. Accordingly, Toshiba is not required to hold a shareholder's meeting to approve the Company Split Agreement.

 

(2) Method

THA, as the Succeeding Company in Absorption-type Company Split, will succeed to control of Toshiba's visual products business, which will be transferred from Toshiba upon the Company Split.

 

(3) Allotment related to the Company Split

THA will issue 171,030 shares of common stock and allot all of them to Toshiba  in exchange of the succeeding rights and obligations.

 

(4) Treatment of Share Option and Bonds with Share Option associated with the Company Split

Toshiba does not issue any Share Option or Bonds with Share Option.

 

(5) Change of Stated Capital associated with the Company Split

The Company Split will neither increase nor decrease the amount of Stated Capital of Toshiba.

 

(6) The rights and obligations that the Succeeding Company will succeed

THA will generally succeed the assets, claims, obligations and contractual status, etc. which belongs only to "Transferred Business" (the term "Transferred Business" is defined in 4(1) of this notice).

However, through the Company Split, THA will not succeed employment agreements of the employees who engage in the Transferred Business as well as any rights and obligations accompanying to those agreements. Those employees shall be temporarily transferred (secondment) to THA on the date of effect of the Company Split.

 

(7) Outlook of performance of obligation

It is understood that THA will carry all of its obligations due on or after the date of the Company Split.

 

3.   Overview of Companies involved in Company Split

 


Splitting Company

Succeeding Company

(1) Company's name

Toshiba Corporation

Toshiba Home Appliance Corporation

(2) Head office

1-1-1 Shibaura,

Minato-ku, Tokyo

2-2-15 Sotokanda, Chiyoda-ku, Tokyo

(3) Representative

Hisao Tanaka,

Representative Executive Officer,

President & CEO

Toshiro Ishiwatari

President and CEO

(4) Principal

businesses

Digital Products business (personal computers, LCD TVs, etc.), Electronic Devices business (semiconductors etc.), Social Infrastructure business (power systems, social systems, etc.)

Developing, manufacturing and sales of Home Appliances products (including batteries)

(5) Stated capital

439,901 million yen

13,500 million yen

(6) Established

June 25, 1904

April 1, 1991

(7) Number of issued shares

4,237,602,026

171,030

(8) Accounting period

March 31

March 31

(9) Number of employees

206,087 (consolidated)

697 (non-consolidated)

(10) Major financial banks

Sumitomo Mitsui Banking Corporation

Mizuho Bank, Ltd.

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

Sumitomo Mitsui Trust Bank, Limited

Sumitomo Mitsui Banking Corporation

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

 

(11) Major shareholders and shareholdings ratio

The Master Trust Bank of Japan, Limited (trust account)        4.75%

Japan Trustee Services Bank, Limited (trust account)

           4.12%

The Dai-ichi Life Insurance Company, Limited

     2.72%

JP MORGAN CHASE BANK 380055   2.65%

Nippon Life Insurance Company       2.60%

Toshiba Corporation  99.9%

(12)Most recent year's financial conditions and

 business results


Net assets

1,416,077 million yen

 (consolidated)

-20,816 million yen

(non-consolidated)

Total assets

6,100,002 million yen

 (consolidated)

53,292 million yen

(non-consolidated)

 Shareholders' equity per share

244.23 yen

 (consolidated)

-121,712.18 yen

(non-consolidated)

Net sales

5,800,281 million yen

(consolidated)

151,092 million yen

(non-consolidated)

Operating income

193,409 million yen

 (consolidated)

-7,359 million yen

(non-consolidated)

Recurring profit

-6,512 million yen

(non-consolidated)

Net income (loss)

77,366 million yen

 (consolidated)

-6,020 million yen

(non-consolidated)

Net income (loss) per share

18.27 yen

(consolidated)

-35,198.51 yen

(non-consolidated)

Notes:

1) Information on number of employees is as of March 31, 2013.

2) Information on major shareholders and shareholdings ratio is as of September 30, 2013.

3) Financial conditions and business results (excluding operating income) for Toshiba have been calculated in accordance with US GAAP.

 

4.   Overview of the business to be split and transferred

 

(1) Business to be split and transferred ("Transferred Business")

Visual products businesses and related businesses in which the Digital Products & Services Company, Toshiba's in-house Company, is engaging (excluding license businesses related to essential patent of DVD and BD, businesses related to copy protection and R&D operations that is being carried out at Platform & Solution Development Center of the Digital Products & Services Company).

 

(2) Business performance to be split and transferred (non-consolidated)

Net sales 194.4 billion yen (Business Results in FY 2012)

 

(3) Items and the book value related Assets and Liabilities to be split and transferred (non-consolidated)

Assets

Liabilities

items

the book value

items

the book value

Current assets

97.3

Current liabilities

59.2

Fixed assets

17.7

Fixed liabilities

0

Total

115.0

Total

59.2

(Note) Items and the book value of the above is estimated amount based on the amount as of December 2013. As a result, the items and the book value to be split actually may vary.

 

5.   Toshiba's Circumstances following the Company Split

 

There will be no change in the company's name, head office, representative, principal business, stated capital and accounting period as a result of the Company Split. 

 

6.   Overview of the Surviving Company after the Company Split

 

(1) Company's name

/ trade name

Toshiba Lifestyle Products & Services Corporation

(2) Head office

Suehiro-cho, Ome, Tokyo

(3) Representative

Not yet decided

(4) Principal business

Developing, manufacturing and sales of Consumer Electronics

(5) Stated capital

13,500 million yen

(6) Accounting period

March 31

 

7.   Outlook

As the Company Split takes place with a consolidated subsidiary, Toshiba's consolidated results will not be affected.



For Reference

Business Forecast for FY2013 announced on 30 October, 2013, and Business Results in FY2012 (consolidated)


Net Sales

Operating Income

Income from Continuing Operations, before Income Taxes and Non-controlling Interests

Net Income Attributable to Shareholders of Toshiba Corporation

Business Forecast for FY2013

(Fiscal year ending in March 2014)

6,300,000 million yen

290,000

million yen

200,000

million yen

100,000

million yen

Business Results in FY2012

(Fiscal year ending in March 2013)

5,800,281 million yen

193,409 million yen

154,646

million yen

77,366

million yen

###


This information is provided by RNS
The company news service from the London Stock Exchange
 
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