Ownership of subsidiary
May 14 2003 - 10:29AM
UK Regulatory
RNS Number:0934L
Toshiba Corporation
14 May 2003
May 14, 2003
Toshiba Corporation
Tadashi Okamura President and CEO
Shibaura 1-1-1, Minato-ku, Tokyo
Contact: Hideo Kitamura, General Manager
Corporate Communications Office
Tel: 81 3 3457 2096
Notice of acquisition of Toshiba Personal Computer Systems by simplified
exchange of stock
Notice is hereby given that the board of directors of Toshiba Corporation,
meeting on May 14, 2003, resolved to make Toshiba Personal Computer Systems
Corporation a wholly-owned subsidiary of Toshiba Corporation, through the
vehicle of a simplified exchange of stock that will be executed on October 1,
2003.
1. Purpose of acquisition by exchange of stock
In order to enhance the management efficiency and competitiveness of Toshiba
Group, and to increase corporate value, Toshiba has decided to take full
ownership of TOPS.
2. Conditions of exchange of stock
Schedule of exchange
(1) Board meeting to resolve exchange of stock contract: May 14, 2003
Closing of contract: May 14, 2003 (Planned)
TOPS shareholders meeting on exchange of stock: June 27, 2003 (Planned)
Due date of exchange of stock:October 1, 2003 (Planned)
(2)Exchange of Stock Ratio
Toshiba Corporation TOPS
Exchange of stock ratio 1 1
Note:
1. Stock allotment ratio
One of Toshiba Corporation's ordinary stock is to be allocated to one of
TOPS stock. TOPS ordinary stock already held by Toshiba will not be applied
to this allotment.
2. Basis of exchange of stock calculation
Toshiba Corporation and TOPS asked Deloitte ToucheTohmatsu (hereafter DTT)
to provide an independent third-party evaluation of the exchange of stock
ratio. DTT conducted evaluation, based on the Market Price method for
Toshiba Corporation and DCF (Discount Cash Flow) method for TOPS, and the
two companies agreed with the ratio stated above.
3. Number of Toshiba's shares to be exchanged
485,000 of Toshiba's ordinary stock will be allotted to the exchange of
stock and no new issue of stock will be conducted.
(3) Cash distribution through exchange of stock
There will be no cash distribution in relation to the exchange of stock
3. Outline of corporations to conduct exchange of stock
Trade Name Toshiba Corporation TOPS
Principal Lines of Development, manufacture, sales and service of Sales and marketing of PCs (hardware and software)
Business information and telecommunications system, and design, manufacture maintenance, and the
social infrastructure systems, power systems, service of peripherals
digital media, home appliances, and electronic
devices
Established June 25, 1904 March 30, 1999
Head Office Location Shibaura 1-1-1, Minato-ku, Tokyo Masago 5-20-7, Mihama-ku,
Chiba City, Chiba
Representative Tadashi Okamura, President and CEO Katsumi Yajima, President
Capital stock 274,926 million yen 499 million yen
Number of outstanding 3,219,027 thousand shares 9,980 thousand shares
shares
Shareholders equity 708,583 million yen 8,264 million yen
Total asset 2,877,805 million yen 67,280 million yen
Financial closing March 31 March 31
date
Number of employees 40,000 401
Major customers Manufacturing and non-manufacturing companies Manufacturing and non-manufacturing companies in
in Japan and overseas; government and Japan and overseas; government and municipal
municipal institutions institutions
Principal The Master Trust Bank of Japan 5.3% Toshiba Corporation 95.1%
Shareholders and
shareholding
The Dai-ichi Mutual Life Insurance Company 3.6% Takayoshi Shiina 0.8%
ShintaroShiina 0.4%
Japan Trustee Service Bank, Ltd 3.6%
Major Banks Sumitomo Mitsui Banking Corporation Mizuho Holdings Bank, etc
UFJ Trust Bank Limited Sumitomo Mitsui Banking Corporation
Mizuho Holdings Bank, etc
Relations Capital Toshiba holds TOPS shares.
HR Toshiba designate directors to TOPS.
Business Toshiba give orders to TOPS for sales
Recent three-year results Toshiba Corporation (parent company) TOPS (wholly owned company)
Unit: million yen
Financial Closing date March 2001 March 2002 March 2003 March 2001 March 2002 March 2003
Sales 3,678,977 3,196,896 3,408,251 14,459 16,293 19,822
Operating Income (loss) 125,880 -196,752 35,188 532 304 775
Recurring Income (loss) 95,327 -231,816 43,378 550 323 813
Net Income (loss) 26,411 -260,332 83,364 528 6 374
Net Profit per share (yen) 8.20 -80.87 25.90 52.98 0.67 37.57
Annual dividend per share (yen) 10.00 0.00 3.00 0.00 0.00 0.00
Shareholders equity per 286.42 198.58 220.14 81.97 82.42 121.46
share (yen)
4. Status after exchange of stock
(1) Trade name, Business, Head Office Location, Representatives, Capital: No
change
(2) Forecast impact on business results
TOPS is a consolidated company of Toshiba Corporation. Therefore, the
execution of the exchange of stock will have only a very slight impact.
Forward looking statement:
This document contains forward-looking statements concerning Toshiba's
future plans, strategies and performance. These forward-looking statements are
not historical facts, rather they represent assumptions and beliefs based on
economic, financial and competitive data currently available. Furthermore, they
are subject to a number of risks and uncertainties that, without limitation,
relate to economic conditions, worldwide mega-competition in the electronics
business, customer demand, foreign currency exchange rates, tax rules,
regulations and other factors. Toshiba therefore wishes to caution that actual
results may differ materially from our expectations.
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