OMRON Announces Subsidiary Merger (Simple Share Exchange and Short Form Merger)


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: +81-75-344-7175

OMRON Corporation (TOKYO: 6645, ADR: OMRNY; 'OMRON', 'the OMRON Group'), a global leader in automation, sensing and control technology, decided at a board of directors meeting held on January 30, 2008, to merge its wholly owned subsidiary, OMRON Semiconductors Co., Ltd., by absorption. Details are as follows.
As this is a simple merger through absorption of a wholly owned subsidiary, some details have been omitted from this disclosure.

  1. Object of Merger

    OMRON Corporation offers a range of MEMS sensors and ICs based on microprocessing technologies. This merger will combine the CMOS capabilities of OMRON Semiconductors Co. Ltd. (which began operations in April 2007) with OMRON's application technologies and expertise in component development to add further value across the product line. The resulting management structure will reflect the OMRON Group's corporate-wide strategy of fusing semiconductor-related technologies with existing businesses.

    As it works to strengthen this business, OMRON will move ahead with the integration of its Minakuchi Factory, which currently handles semiconductor production, and related development, marketing and planning functions.

  2. Overview of Merger
    1. Merger approval at board of directors meeting
      January 30, 2008
      Signing of merger contract
      January 30, 2008
      Date of merger (effective date)
      July 1, 2008 (scheduled)

      (Note) Pursuant to the simple share exchange method set forth in Articles 796-3 and 784-1 of the Company Law of Japan, this merger is not subject to approval by general meetings of OMRON Corporation or OMRON Semiconductors Co., Ltd. respectively.
      3. Schedule (subject to change)

    2. Merger method

      The merger will be implemented by way of merger by absorption, in which OMRON Corporation will be the surviving company and OMRON Semiconductors Co., Ltd. will be dissolved.

    3. Merger grants

      No new shares will be issued and there will be no compensation paid due to the merger as OMRON Semiconductors Co., Ltd. is wholly owned by OMRON Corporation.

    4. Handling of stock acquisition rights and bonds with stock acquisition rights

      OMRON Semiconductors Co., Ltd. will not issue stock acquisition rights or bonds with stock acquisition rights.

  3. Outline of OMRON Corporation and OMRON Semiconductors Co., Ltd. (as of March 31, 2007)
    a.Trading name OMRON Corporation (Merging company ) OMRON Semiconductors Co., Ltd. Merged company
    b.Description of business Development, manufacturing, sales and service of FA (Factory Automation) systems, control equipment, electric components, social systems, traffic systems and others. Development, production, and marketing of semiconductor products
    c.Date of incorporation May 19, 1948 December 4, 2006
    d.Headquarters Shiokoji,Horikawa, Shimogyo-ku, Kyoto 600-8530, Japan 686-1 Ichimiyake, Yasu, Shiga, 520-2362, Japan
    e.Representative Hisao Sakuta, President and CEO Kazuma Wada, President
    f.Capital 64,100 million yen 1,500 million yen
    g.Number of shares outstanding 249,121,372 2
    h.Net assets 241,733 million yen (non-consolidated) 2,981 million yen (non-consolidated)
    i.Total assets 389,247 million yen (non-consolidated) 3,541 million yen (non-consolidated)
    j.Fiscal term March 31 March 31
    k.Major shareholders and their equity participation
    1. State Street Bank and Trust Company5.81%
    2. Japan Trustee Services Bank, Ltd. (trust account) 4.00%
    3. The Master Trust Bank of Japan, Ltd. (trust account) 3.82%
    OMRON Corporation 100%
  4. Status after Merger
    a.Trading name
    OMRON Corporation
    b.Description of business
    Development, manufacturing, sales and service of FA (Factory Automation) systems, control equipment, electric components, social systems, traffic systems etc.
    c.Location of headquarters
    Shiokoji, Horikawa, Shimogyo-ku, Kyoto 600-8530, Japan
    Hisao Sakuta, President&CEO
    64,100 million yen (there will be no capital increase as a result of this merger)
    f.Fiscal term
    March 31
    The merger is expected to have negligible effect on OMRON Corporation's consolidated and non-consolidated financial outlook for the fiscal year ending March 2008.

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