OMRON Announces Spin Off of Switch Business, Merger of Subsidiaries and Changes to Trade Names


Company Name: OMRON Corporation
Representative: President & CEO
Hisao Sakuta
Stock ticker number: 6645
Stock exchanges: Tokyo, Osaka
(First Sections)
Contact: Hideo Higuchi, Senior General Manager
Corporate Strategic Planning Headquarters
Phone: +81-75-344-7175

Tokyo, Japan - Following a resolution at a board of directors meeting held today, OMRON Corporation (TSE: 6645; ADR: OMRNY) announced its intention to spin off its switch business to its consolidated subsidiary OMRON KURAYOSHI Corporation through a corporate split in April 2010. As part of the split, OMRON IZUMO Co., Ltd. will be absorbed by OMRON KURAYOSHI, which will be renamed. Details will be announced following approval at the board of directors meeting scheduled for the second half of January 2010.

As this is a simple corporate split in which a wholly-owned subsidiary will take over a business division, and as the merger is between wholly-owned subsidiaries of OMRON Corporation, some disclosure items and other information have been omitted below.

  1. Objectives of Spin Off and Merger of Subsidiaries
    To ensure the success of its switch business in the growing market, OMRON is working to respond more quickly to diversifying customer needs through a monozukuri strategy that involves accelerating global development, creating new products and enhancing monozukuri (product creation) technology. To this end, it is essential that OMRON integrate business functions such as planning, design and production, which are currently handled by various divisions and companies.

    Through the split, OMRON KURAYOSHI Corporation will take over switch business operations and absorb OMRON IZUMO Co., Ltd. It will then be renamed OMRON Switch and Device Corporation and headquartered at OMRON's Okayama Office. The current production bases in Kurayoshi and Izumo will continue their operations as the Kurayoshi and Izumo offices (factories) of OMRON Switch and Device Corporation.

  2. Outline of Split
    1) Timeline
    Resolution to spin off switch business:  November 26, 2009
    Plans approved at BOD meeting: Second half of January 2010
    Split date (effective date): April 1, 2010 (planned)
    2) Method
    Absorption-type split in which OMRON Corporation is the transferring company and OMRON KURAYOSHI Corporation, a wholly-owned subsidiary, is the assuming company.
    3) Details about grants due to split
    Not applicable
    4) Capital reduction due to split
    No capital reduction from this split will take place.
    5) Handling of stock acquisition rights and warrant bonds of the transferring company
    Not applicable
    6) Rights and duties to be transferred to the assuming company
    OMRON KURAYOSHI Corporation will assume rights and duties from OMRON Corporation, including assets, liabilities and contractual obligations required for operating the business to be assumed.
    7) Outlook on fulfillment of obligations
    No problem is envisaged regarding fulfillment of obligations of OMRON Corporation or the assuming company.
  3. Overview of Companies Involved in the Spin Off (as of March 31, 2009)

      Transferring company Assuming company
    1) Name OMRON Corporation OMRON KURAYOSHI Corporation
    2) Business Manufacture and sale of electronic devices Manufacture and sale of electronic components, including micro switches for industrial/consumer use, vehicle-mounted switches, etc.
    3) Established May 10, 1933 April 24, 1969
    4) Head office Shiokoji Horikawa Higashi-iru, Shimogyo-ku, Kyoto 1005 Iwaki, Kurayoshi-shi, Tottori
    5) Representative Hisao Sakuta,
    President & CEO
    Yoshihiro Taniguchi,
    President & CEO
    6) Capital 64,100 million yen 300 million yen
    7) Shares outstanding 239,121,372 600,000
    8) Net assets 298,411 million yen (consolidated) 6,027 million yen
    9) Total assets 538,280 million yen (consolidated) 9,447 million yen
    10) Fiscal year end March 31 March 31
    11) Principal shareholders and their holdings (%) State Street Bank and Trust Company 505223: 5.89%
    Japan Trustee Services Bank Ltd. (trust account 4G): 4.53%
    OMRON Corporation: 100%

  4. Overview of Business Division to be Spun Off
    1) Business
    Planning and development of switch products for industrial, consumer and automotive applications
    2) Operating results
    Fiscal 2008 sales: 20,830 million yen
    3) Assets and liabilities to be transferred and their values
    To be decided
  5. Status of OMRON Corporation after Spin Off
    There will be no changes to OMRON's name, business, head office location, representative, capital or reporting period (fiscal year end) as a result of the spin off.

  6. Outlook
    This spin off is not expected to have any effect on OMRON Corporation's consolidated financial outlook for fiscal 2009 (ending March 31, 2010).


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