OMRON Announces Spin-off of Switch Business (Simple Absorption-type Split)
FOR IMMEDIATE RELEASEJanuary 28, 2010
|Company Name:||OMRON Corporation|
|Representative:||President & CEO
|Stock ticker number:||6645|
|Stock exchanges:||Tokyo and Osaka
|Contact:||Hideo Higuchi, Senior General Manager
Corporate Strategic Planning Headquarters
Kyoto, Japan - Following a resolution at a Board of Directors meeting held today, OMRON Corporation (TOKYO: 6645; ADR: OMRNY) announced that it will spin off its switch business into its consolidated subsidiary OMRON KURAYOSHI Corporation (hereinafter referred to as "OMRON KURAYOSHI") through an absorption-type corporate split. Based on the resolution, OMRON and OMRON KURAYOSHI have today entered into an absorption-type split agreement.
As this is a simple absorption-type corporate split in which a wholly owned subsidiary of OMRON Corporation will take over a business division, certain matters and items for disclosure have been omitted from the announcement.
Objectives of Spin-off
OMRON Corporation has been promoting structural reform across its entire Group. In accordance with its policy of strengthening its switch business announced on November 26, 2009, OMRON aims to create a business structure that will integrate and take over functions such as planning, development and production, which are currently handled by various divisions and companies of the OMRON Group.
As announced previously, through the absorption-type corporate split, OMRON KURAYOSHI as the surviving company will absorb OMRON IZUMO Co., Ltd., a wholly owned subsidiary of OMRON Corporation. OMRON KURAYOSHI will then be renamed OMRON SWITCH & DEVICES Corporation and headquartered in Okayama City (on OMRON's Okayama Office premises).
- Outline of Split
- 1) Timeline
Resolution to spin off switch business by BOD: January 28, 2010 Split agreement concluded: January 28, 2010 Split date (effective date): April 1, 2010 (planned)
Note: OMRON will implement the spin-off through a simple corporate split according to provisions of Article 784-3 of Companies Act, without seeking shareholder approval at a general meeting of shareholders, as it satisfies requirements of the said Article.
- 2) Method
- Absorption-type split in which OMRON Corporation is the transferring company and OMRON KURAYOSHI is the assuming company.
- 3) Share allocation
- Upon the spin-off, OMRON KURAYOSHI will allocate 400,000 shares of its common stock to OMRON Corporation.
- 4) Decrease in capital due to the spin-off
- There will be no decrease in OMRON Corporation's capital due to the spin-off.
- 5) Treatment 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 will assume rights and duties from OMRON Corporation, including assets, liabilities and contractual obligations required for operating the business to be assumed.
- 7) Prospects for fulfillment of obligations
- OMRON foresees no problems in the fulfillment of obligations by OMRON Corporation and the assuming company after the spin-off.
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, automotive switches, etc. 3) Established May 10, 1933 April 24, 1969 4) Head office Shiokoji Horikawa Higashi-iru, Shimogyo-ku, Kyoto City 1005 Iwaki, Kurayoshi City, Tottori Prefecture 5) Representative Hisao Sakuta,
President & CEO
President & CEO
6) Capital 64,100 million yen 300 million yen 7) Shares outstanding 239,121,372 shares 600,000 shares 8) Fiscal year end March 31 March 31 9) 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% 10) Financial position and operating results (fiscal 2008) Transferring company
Assuming company Net assets 298,411 million yen 6,027 million yen Total assets 538,280 million yen 9,447 million yen Net assets per share 1,355.41 yen 10,045.04 yen Net sales 627,190 million yen 12,152 million yen Operating income (loss) 5,339 million yen (281 million yen) Ordinary income (loss) * (39,133 million yen) (237 million yen) Net income (loss) (29,172 million yen) (176 million yen) Net income (loss) per share (132.15 yen) (292.72 yen)
*Note: As OMRON Corporation prepares financial statements according to U.S. generally accepted accounting principles (U.S. GAAP), income before income taxes is presented in the "Ordinary income" section of the above table.
- Overview of the 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 net sales: 20,830 million yen
- 3) Assets and liabilities to be transferred and their values (as of December 31, 2009)
Assets Liabilities Item Carrying value Item Carrying value Current assets 94 million yen Current liabilities 18 million yen Fixed assets 228 million yen Long-term liabilities 80 million yen Total 122 million yen Total 98 million yen
- Status of OMRON Corporation and the Assuming Company after Spin-off
- 1) Status of OMRON
- There will be no changes to OMRON Corporation's name, business, head office location, representative, capital or reporting period (fiscal year end) as a result of the spin-off.
- 2) Status of the assuming company
- There will be no changes to OMRON KURAYOSHI's name, business, head office location, representative, capital or reporting period (fiscal year end) as a result of the spin-off. As announced 1 page, OMRON KURAYOSHI will absorb OMRON IZUMO Co., Ltd., and will be renamed OMRON SWITCH & DEVICES Corporation and headquartered in Okayama City (on OMRON's Okayama Office premises) at the same time.
This spin-off will have no major impact on OMRON Corporation's consolidated financial results for fiscal 2009 (ending March 31, 2010).