Announcement of Corporate Split (Absorption Type Corporate Split)
June 28, 2012
TDK Corporation ("the Company") today announced that, at the Board of Directors' meeting held on June 28, 2012, the Company resolved to succeed the business related to the sales division of its wholly owned subsidiary TDK-EPC Corporation ("TDK-EPC") by way of the absorption type of corporate split. The Company signed the corporate split agreement with TDK-EPC today to this effect. Certain disclosures and details have been omitted from this press release because the corporate split involves the succession of a part of the business of a wholly owned subsidiary.
- Purpose of the Corporate Split
TDK-EPC was established in October 2009 by carving out the core passive components business from the Company. EPCOS AG, a Germany-headquartered major electronic components manufacturer that the Company acquired, and its subsidiaries were placed under TDK-EPC in order to achieve a quick organic integration. Because a certain degree of progress has subsequently been made with this integration, the Company has decided to integrate TDK-EPC's sales division with the aim of enabling a quicker response to a dramatically changing market environment by the TDK Group.
- Outline of the Corporate Split
(1) Corporate split schedule Board of Directors' resolution June 28, 2012
Conclusion of agreement June 28, 2012
Effective date of corporate split October 1, 2012 (planned)
(Note) This corporate split does not require either company for a resolution of the shareholders' meeting because it is deemed to be an absorption type corporate split for the Company and TDK-EPC as provided for in Article 796, Paragraph 3 and Article 784, Paragraph 3 of the Companies Act of Japan, respectively.
(2) Corporate split method Under this corporate split, the Company will be the Succeeding Company and TDK-EPC will be the Splitting Company, with the Company taking over the business related to the sales division of TDK-EPC. (3) Details of allotments relating to the corporate split There will be no allotment of shares or payment of cash due to this corporate split. (4) Treatment of stock acquisition rights and corporate bonds with stock acquisition rights following this corporate split TDK-EPC has not issued any stock acquisition rights or corporate bonds with stock acquisition rights. (5) Paid-in capital increase or reduction due to this corporate split There will be no change in paid-in capital due to this corporate split. (6) Rights and obligations to be succeeded to by the Succeeding Company The Company will succeed to assets, obligations and contractual positions and rights and obligations thereof of the business relating to the sales division held by TDK-EPC on the effective date. (7) Capability of satisfying liabilities The Company has judged that there are no obstacles to the performance of liabilities that become due after the effective date of this corporate split.
- Outline of the Companies Involved in the Corporate Split
(As of March 31, 2012)
Succeeding Company Splitting Company Name TDK Corporation TDK-EPC Corporation Head Office 1-13-1, Nihonbashi, Chuo-ku, Tokyo 1-13-1, Nihonbashi, Chuo-ku, Tokyo Representative Mr. Takehiro Kamigama,President & CEO Mr. Takehiro Kamigama, President & CEO Business Development, manufacture and sale of various electronic components, magnetic application products, etc. Development, manufacture and sale of electronic components and modules. Paid-in Capital ¥32,641 million ¥2,000 million Date of Incorporation December 7, 1935 October 1, 2009 No. of Issued Shares 129,590,659 100 Fiscal Year-end March 31 March 31 No. of Employees 79,175 (Consolidated) 2,096 Net Assets ¥512,046 million(Consolidated) ¥51,882 million Total Assets ¥1,072,829 million(Consolidated) ¥336,496 million Net Assets per Share ¥4,067.51 ¥519 million Net Sales: ¥814,497 million(Consolidated) ¥148,029 million Operating Income (Loss) ¥18,687 million(Consolidated) (¥6,060 million) Net Loss: (¥2,454 million) (Consolidated) (¥4,309 million) Net Loss per Common Share: (¥19.06) (¥43 million) Major Shareholders: The Master Trust Bank of Japan, Ltd. (Trust account)12.50%
Japan Trustee Services Bank, Ltd. (Trust account)9.72%
- Overview of the Business Division Being Transferred
(1) Details of the business division being transferred Business relating to the sales division (2) Operating results of the division being transferred (Year ended March 31, 2012) Turnover: ¥163,065 million
(Note) The business being transferred includes contract sales operations from the Company. Therefore, "turnover" has been used here instead to indicate "net sales."
(3) Assets and liabilities being transferred As of March 31, 2012
Assets: ¥42,344 million
Liabilities: ¥42,344 million
- Status After Corporate Split
The Company's name, address, names and positions of representatives, scope of business, paid-in capital and fiscal year-end will not change as a result of this corporate split.
This corporate split will not cause a material impact on the Company's consolidated business performance because it concerns a corporate split with a wholly owned subsidiary of the Company.
Contact for media
|Mr. Sumio Marukawa||TDK Corporation||+81 3 email@example.com|