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| [January 28, 2010] |
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OMRON Announces Spin-off of Switch Business (Simple Absorption-type Split)
KYOTO, Japan --(Business Wire)--
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.
1. 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).
2. Outline of Split
1)
Timeline (News - Alert)
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.
3. 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 and CEO
Yoshihiro Taniguchi, President and 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(Consolidated)
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 acceptedaccounting principles (U.S. GAAP), income before income taxes is presented in the "Ordinary income"section of the above table.
4.
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
28 million yen
Long-term liabilities
80 million yen
Total
122 million yen
Total
98 million yen
5. 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.
6. Outlook
This spin-off will have no major impact on OMRON Corporation's consolidated financial results for fiscal 2009 (ending March 31, 2010).
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