Notice regarding Proposed Merger of TDK Subsidiary
December 29 2003 - 2:00AM
UK Regulatory
[Translation]
December 25, 2003
TDK Corporation
1-13-1,Nihonbashi
Chuo-ku, Tokyo
103-8272 Japan
Corporate Communications Dept.
Corporate Officer
General Manager
Michinori Katayama
Tel No.:81(3) 5201-7102
Notice regarding Proposed Merger of TDK Subsidiary
TDK Corporation (the "Company") hereby announces that at the meeting of the
Board of Directors held today, the Company reached a basic agreement and
adopted a resolution that TDK Logistics Corporation, the Company's wholly owned
subsidiary, and Alps Logistics Co., Ltd. merge subject to completion of
procedures required by the relevant authorities, such as an acquisition of
approvals, etc., and the Company will hereafter take concrete measures.
1. Name, location and representative of TDK Logistics Corporation and Alps
Logistics Co., Ltd., respectively:
As of March 31,2003
Trade Name: TDK Logistics Corporation Alps Logistics Co., Ltd.
Location of Head 493-1, Nakahara, Kamihongo, 1756 Nippa-cho, Kohoku-ku,
Office: Aza, Matsudo-shi, Chiba Yokohama-shi, Kanagawa
Prefecture Prefecture
Representative: Tsuneichiro Saito Youichi Yasuma
Representative Director President & Representative
Director
Capital Stock: 855 million yen 1,494 million yen
Incorporation: July 7, 1981 July 2, 1964
Principal Business: Total logistics service of Total logistics service of
electronic components, etc. electronic components, etc.
Number of Employees: 242 1,919
Share Holding Ratio: TDK Corporation: 100% Alps Electric Co., Ltd.:
50.6%
*As of September
30,2003 Japan Trustee Services
Bank, Ltd.: 8.9%
The Master Trust
Bank of Japan, Ltd.: 8.6%
Alpine Electronics, Inc.:
2.4%
Alps Logistics Co., Ltd.
Corporate Shareholding
Association: 1.6%
2. Purpose (Reason) and Schedule of Merger:
� To comply with globalization, streamlining of logistics and supply chain
management ("SCM")
� Scheduled for October 2004
3. Method of Merger and Merger Ratio:
The Merger Ratio will be hereafter determined upon negotiations and discussions
between both companies
4. Conditions after Merger:
Both companies will merger on an equal basis; provided however, that Alps
Logistics Co., Ltd. will become the surviving company for the purpose of legal
proceedings.
5. Future Prospect (for business results):
Any financial impact arising from the merger on each of the consolidated net
sales and net income is negligible.
- End -
END