- TOKYO, Japan, January 31, 2012 -
At a meeting of its board of directors, Seiko Epson
Corporation ("Epson," TSE: 6724) decided that as
of April 1, 2012 (planned effective date) it would acquire
in an absorption-type split the sales function, real estate
and subsidiary companies of wholly-owned subsidiary company
Epson Toyocom Corporation ("Epson Toyocom").
Details are as follows.
Note that because this is an absorption-type split with a
wholly-owned subsidiary, certain details have been omitted
from this disclosure.
In October 2010, Epson established its Microdevices
Operations Division, and in July 2011 acquired in an
absorption-type split the quartz device business of Epson
Toyocom and related departments. By creating and managing a
flexible and efficient operation, Epson's goal is to
strengthen its microdevices business.
Against this background, Epson aims to lay business
foundations that will enable it to generate true value for
its customers. By absorbing the sales function of Epson
Toyocom, Epson hopes to create a powerful sales function
that combines both semiconductors and quartz, allows Epson
Toyocom to concentrate on the manufacturing plant in the
Miyazaki region of Japan, and therefore strengthens the
structure of its microdevices business.
(1) Split timetable
Approval by board of directors meeting of contract
concerning absorption-type split:
January 31, 2012
Conclusion of absorption-type split contract:
January 31, 2012
Planned split date (date effective):
April 1, 2012
Epson is carrying out this split based on article 796 clause 3 of the Japanese Companies Act, and Epson Toyocom based on article 784 clause 1 of the Companies Act. As a result, approval has been granted without reference to each company's shareholders' meeting
(2) Split method
This is an absorption-type split in which Epson Toyocom is the splitting company, and Epson is the absorbing company.
(3) Allocation of shares relating to split
Because Epson holds all the issued shares of Epson Toyocom, there will be no compensation paid to the latter as a result of this split
(4) Handling of share options and bonds with share options
This item is not applicable.
(5) Increase or decrease in capital relating to split
There will be no increase or decrease in capital as a result of this split.
(6) Rights and obligations assumed by acquiring company
Epson will acquire by absorption-type split the sales function, real estate and subsidiary companies of wholly-owned subsidiary company Epson Toyocom (excluding the crystal device manufacturing operations at the Miyazaki Plant).
(7) Value of assets and liabilities (provisional)
Assets: 18.6 billion yen, liabilities: 3.2 billion yen
(8) Outlook for performance of obligations
Epson has determined that it expects to be able to fulfill its necessary liabilities after the split comes into effect.
3. Outline of companies involved in split(as of March 31, 2011)
(1) Company name |
Seiko Epson Corporation (acquiring company) |
Epson Toyocom Corporation (splitting company) |
(2) Main office | 4-1 Nishishinjuku 2-chome, Shinjuku-ku, Tokyo | 421-8 Hino, Hino-shi, Tokyo |
(3) Representative | Minoru Usui, president | Torao Yajima, president |
(4) Business lines |
Development, manufacturing, sales and service of information-related equipment, electronic devices, precision products and others |
Manufacturing and sales of crystal devices (development transferred to Epson according to the July 2011 corporate split) |
(5) Paid-in capital | ¥53,204 million | ¥12,266 million |
(6) Founded | May 18, 1942 | November 12, 1949 |
(7) No. of issued shares | 199,817,389 | 187,569,355 |
(8) End of fiscal year | March 31 | March 31 |
(9) No. of employees | 74,551 (consolidated) | 1,577 (non-consolidated) |
(10) Principal shareholders and % ownership (as of September 30, 2011) | Aoyama Kigyo Kabushiki Kaisha:10.36% Sanko Kigyo Kabushiki Kaisha: 7.15% The Master Trust Bank of Japan, Ltd. (Trust Account): 5.23% | Seiko Epson Corporation: 100% |
(11) Financial situation and business results in preceding fiscal year | Fiscal year ended March 31, 2011 (consolidated) | Fiscal year ended March 31, 2011 (non-consolidated) |
Total net assets | ¥270,808 million | ¥22,697 million |
Total assets | ¥798,229 million | ¥47,748 million |
Total net assets per share | ¥1,347.71 | ¥121.01 |
Net sales | ¥973,663 million | ¥83,285 million |
Operating income | ¥32,709 million | -¥6,067 million |
Ordinary income | ¥31,174 million | -¥6,616 million |
Net income | ¥10,239 million | -¥9,826 million |
Earnings per share | ¥51.25 | -¥52.39 |
Dividend per share | ¥20.0 | - |
Note: On November 17, 2011, Aoyama Kigyo Kabushiki Kaisha, listed above in (10) Principal shareholders and % ownership (as of September 30, 2011), submitted documents to the Head of the Kanto Finance Office outlining a change to its shareholdings. According to these documents, its shareholding percentage as of that day amounted to 0.86%.
4. Epson's situation after the splitThere will be no change to Epson's trading names, business lines, main office, representative, paid-in capital or end of fiscal year as a result of this split.
5. OutlookEpson does not plan to revise its consolidated results outlook as a result of this split. Please refer to the FY2011 third quarter (fiscal year ending March 2012) Consolidated results and supplementary information, issued today, for details of Epson's latest outlook.
distribué par | Ce noodl a été diffusé par Seiko Epson Corporation et initialement mise en ligne sur le site http://www.epson.jp. La version originale est disponible ici. Ce noodl a été distribué par noodls dans son format d'origine et sans modification sur 2012-02-01 07:55:25 AM et restera accessible depuis ce lien permanent. Cette annonce est protégée par les règles du droit d'auteur et toute autre loi applicable, et son propriétaire est seul responsable de sa véracité et de son originalité. |