OMRON Announces Spin-Off of Social Systems Solutions Business Company


Company Name: OMRON Corporation
Representative: Hisao Sakuta,
President & CEO
Stock ticker number: 6645
Stock exchanges: Tokyo and Osaka
(First Sections)
Contact: Yoshihito Yamada,
Snr. General Manager,
Corporate Strategic Planning HQ
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 Social Systems Solutions Business in April 2011. It will be an absorption-type split whereby OMRON will set up a new subsidiary company (OMRON Social Solutions Co. Ltd.) in November 2010 as the successor company. Details will be announced following approval at a board of directors meeting scheduled for late January 2011.
As this is a simple corporate split in which a business division will be taken over by a wholly-owned subsidiary certain disclosure items and other information have been omitted below.

  1. Background and Objectives of Spin-Off
    OMRON Corporation's social systems business (internal company name: Social Systems Solutions and Service Business Company- hereinafter referred to as SSB) has made many contributions to societal improvement by identifying social needs early on through analysis of societal problems and then providing solutions to those problems. Examples of these solutions include the world's first fully-automated train station system featuring automatic ticket gates and ticket vending machines, and automated road traffic control systems.

    In addition to the conventional needs of consumers relating to convenience and efficiency, recent years have seen a rapid growth in needs relating to security and safety. Needs relating to global environment-related issues are also garnering a lot of attention.

    Seeing these changing needs as opportunities for growth, SSB is aiming to redouble it efforts in making further societal contributions in the areas of security, safety and the environment. In order to achieve this, SSB will need to work closely together with its subsidiary companies to enhance the group's ability to provide unified solutions, providing everything from consultation to repair and operation-related services in addition to developing new devices and systems.

    Based on the above considerations, it was judged that in order for the SSB Group (consisting of SSB and its subsidiaries) to provide optimal solutions to its customers, it will be crucial for it to have more flexible control over its management resources and be better able to make rapid decisions, and it is for these reasons that the SSB spin-off resolution has been passed.

  2. Outline of Split (Absorption-Type Split)
    1) Timeline
    Resolution of split plan: October 27, 2010
    Split approved at BOD meeting:   Late January 2011 (planned)
    Split date (effective date): April 1, 2011 (planned)
    Note that while the type and amount of assets to be transferred from OMRON Corporation to the new company is still being considered, as it is not projected to exceed one fifth of OMRON Corporation's total assets, in accordance with Clause 3 of Article 784 of the Companies Act this company split shall be carried out without receiving approval at a shareholder's meeting.
    2) Method
    A new subsidiary company will be set up as a successor company, and an absorption-type split will be carried out with OMRON Corporation as the splitting company.
    3) Details about allocations relating to the split
    The absorption-type split successor company will allocate to OMRON Corporation all shares issued.
    4) Miscellaneous
    Likely arrangements regarding the handling of subscription rights to new shares, and bonds with subscription rights to new shares; the extent to which capital will increase or decrease due to the split; and the rights, duties, and liabilities inherited by the newly established company; will be announced following approval at an OMRON Corporation board of directors meeting scheduled to be held in late January 2011.
  3. Overview of Companies Involved in the Spin Off
      Splitting company of absorption-type split
    (As of March 31, 2010)
    Successor company of absorption-type split
    (To be established Nov. 1, 2010)
    1) Name OMRON Corporation OMRON Social Solutions Co. Ltd.
    2) Business Manufacture and sales of electronic devices Provision of comprehensive equipment, system, and service solutions for customers' management issues.
    3) Established May 10, 1933 November 1, 2010 (planned)
    4) Head office Shiokoji Horikawa Higashi-iru, Shimogyo-ku, Kyoto Toranomon, Minato-ku, Tokyo
    5) Representative Hisao Sakuta,
    President & CEO
    Masaki Arao, President
    6) Capital 64,100 million yen 100 million yen
    7) Shares outstanding 239,121,372 2,000
    8) Net assets 306,327 million yen (consolidated) 100 million yen
    9) Total assets 532,254 million yen (consolidated) 100 million yen
    10) Fiscal year end March 31 March 31
    11) Principal shareholders and their holdings (%) Japan Trustee Services Bank Ltd. (trust account): 4.35%
    The Chase Manhattan Bank 385036: 3.58%
    OMRON Corporation: 100%

    * Note that a post-company-split overview of the successor company in the absorption-type split will be released following approval at a board of directors meeting scheduled for late January 2011.

  4. Overview of Business Division to be Spun Off
    1) Business
    The manufacture, sale, repair, and maintenance of railway-related systems (ticket gates and ticket vending machines), road traffic-related systems (traffic control systems), etc.
    2) Operating results of the division to be spun off
    Fiscal 2009 sales: 57,981 million yen
    3) Assets and liabilities to be transferred and their values
    To be announced following approval at a board of directors meeting scheduled for late January 2011.
  5. Status of OMRON Corporation after Spin Off
    There will be no changes to OMRON Corporation's name, head office location, representatives, business, capital or reporting period (fiscal year end) as a result of the spin off.

  6. Outlook
    There will be no changes to OMRON Corporation's name, head office location, representatives, business, capital or reporting period (fiscal year end) as a result of the spin off.


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