OMRON Announces Spin-off of Automotive Electronic Components Business (Simple Corporate 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 automotive electronic components business, currently being conducted by its Automotive Electronic Components Company, into a new company to be established through a corporate split.
Because OMRON plans to establish the new company independently, certain matters and items for disclosure have been omitted from the announcement.
Objectives of Spin-off
OMRON has been promoting structural reform across its entire Group. In accordance with its policy of strengthening its automotive electronic components business announced on July 30, 2009, OMRON will implement the spin-off of the business through a corporate split. The purpose is to improve its profit structure by allowing independent management specializing in the automobile industry.
- Outline of Spin-off
- 1) Timeline
Plan approved at BOD meeting: January 28, 2010 Spin-off date (effective date): May 6, 2010 (planned)
Note: Because assets to be transferred to the new company and their value do not exceed one-fifth of OMRON's total assets, OMRON will not seek shareholder approval at a general meeting of shareholders for this corporate split according to Article 805 of Companies Act.
- 2) Split method
- This is a simple corporate split in which OMRON is the transferring company and OMRON Automotive Electronics Co.,Ltd. is the assuming company.
- 3) Share allocation
- Upon the spin-off, the new company will allocate 100,000 shares of its common stock to OMRON, becoming a wholly owned subsidiary of OMRON.
- 4) Decrease in capital, etc. due to the spin-off
- There will be no decrease in capital, etc. due to the spin-off.
- 5) Treatment of stock acquisition rights and warrant bonds of the transferring company
- There will be no change in the treatment of stock acquisition rights issued by OMRON due to the spin-off. There are no relevant issues of warrant bonds.
- 6) Rights and duties to be transferred to the new company
- The new company will assume rights and duties from OMRON, including assets, liabilities and contractual obligations required for operating the business to be transferred.
- 7) Prospects for fulfillment of obligations
- OMRON foresees no problems in the fulfillment of obligations by OMRON and the new company after the spin-off.
Overview of Companies Involved in the Spin-off
As of March 31, 2009
May 6, 2010 (planned)
1) Name OMRON Corporation OMRON Automotive Electronics Co., Ltd. 2) Business Manufacture and sale of electronic devices Manufacture and sale of automotive electronic components 3) Established May 10, 1933 May 6, 2010 (planned) 4) Head office Shiokoji Horikawa Higashi-iru, Shimogyo-ku, Kyoto citye 6368 Okusa Nenjozaka Komaki city, Aichi Prefecture 5) Representative Hisao Sakuta,
President and CEO
President and CEO
6) Capital 64,100 million yen 5,000 million yen 7) Shares outstanding 239,121,372 shares 100,000 shares 8) Net assets 298,411 million yen
19,600 million yen
9) Total assets 538,280 million yen
23,000 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%
Note: Net assets and total assets of the new company, listed above, are forecasts for the effective date of the spin-off, calculated based on figures as of December 31, 2009. Therefore, they may vary from the actual values of transferred assets.
- Overview of the Business Division to be Spun Off
- 1) Business
- Manufacture and sale of automotive electronic components
- 2) Operating results
- Fiscal 2008 consolidated net sales: 82,109 million yen
- 3) Assets and liabilities to be transferred and their values (May 6, 2010 forecasts)
Total assets: 23,000 million yen Total liabilities: 3,400 million yen
Note: Assets and liabilities to be transferred to the new company are forecasts for the effective date of the spin-off, calculated based on figures as of December 31, 2009. Therefore, they may vary from actual values.
Status of OMRON Corporation after Spin-off
There will be no changes to the name, head office location, representative, business, capital or reporting period (fiscal year end) of OMRON as a result of the spin-off.
This spin-off will have no major impact on OMRON's consolidated financial results for fiscal 2009 (ending March 31, 2010).