OMRON Announces Partial Amendment to Demerger Contract
FOR IMMEDIATE RELEASESeptember 26, 2007
| Company name: | OMRON Corporation |
|---|---|
| President and CEO: | Hisao Sakuta |
| Stock ticker number: | 6645 |
| Stock exchanges: | Tokyo, Osaka, Nagoya (First Sections) |
| Contact: | Taeko Ogose, General Manager Corporate Communications Department |
| Phone: | +81-3-3436-7202 |
OMRON Corporation (TOKYO: 6645; ADR: OMRNY; 'OMRON'), has announced a partial amendment to the demerger contract it concluded with a wholly-owned subsidiary, OMRON Precision Technology, Co., Ltd. ('OPT'), on August 30, 2007 regarding the transfer of OMRON's small-size backlight business. The amendments have been made due to legal procedural reasons and were authorized at a meeting of OMRON's board of directors held today, September 26, 2007. Amendments are underlined.
(Before amendment)
- 2. Outline of Demerger
- (1) Schedule
Approval by Board of Directors August 30, 2007 Execution of demerger agreement August 30, 2007 Effective date of demerger November 1, 2007 (planned) - (Note)
- This demerger is pursuant to the provisions of Article 784-3 of the Corporate Law of Japan, and thus is not subject to approval by a resolution at an ordinary general meeting of OMRON shareholders.
Furthermore, as it is also pursuant to Article 796-1 of the Corporate Law of Japan, this demerger is not subject to approval by a resolution at an ordinary general meeting of OPT shareholders.
- (2) Procedure
OMRON will conduct a corporate demerger in order for OPT to succeed its small-size backlight business. - (3) Allocation of shares
As this demerger is to be conducted between OMRON and a wholly-owned subsidiary, no shares will be allocated and issued to OMRON by OPT as a result of this demerger. - (4) Calculation method for share allocation
As this demerger is to be conducted between OMRON and a wholly-owned subsidiary, no shares will be allocated and issued to OMRON by OPT as a result of this demerger.
(After amendment)
- 2. Outline of Demerger
- (1) Schedule
Approval by Board of Directors August 30, 2007 Execution of demerger agreement August 30, 2007 OPT shareholders meeting for
approval of demerger contractOctober 30, 2007 (planned) Effective date of demerger November 1, 2007 (planned) - (Note)
- This demerger is pursuant to the provisions of Article 784-3 of the Corporate Law of Japan, and thus is not subject to approval by a resolution at an ordinary general meeting of OMRON shareholders.
- (2) Procedure
OMRON will conduct a corporate demerger in order for OPT to succeed its small-size backlight business. - (3) Allocation of shares
Consequent to this demerger, OPT will issue and allocate 1 share of common stock to OMRON. - (4) Calculation method for share allocation
As OPT is a wholly owned subsidiary of OMRON, after mutual discussion OPT will newly issue 1 share of common stock upon the demerger and allocate this to OMRON.
There are no other amendments to the contract other than the abovementioned.
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