Reorganization:Home Appliance
June 17 2003 - 3:00AM
UK Regulatory
RNS Number:3890M
Toshiba Corporation
16 June 2003
June 12, 2003
Tadashi Okamura, President & CEO
Toshiba Corporation
Shibaura 1-1-1, Minato-ku, Tokyo Japan
Contact: Hideo Kitamura, General Manager
Corporate Communication Office
Tel: 81 3 3457 2096
Notice of Reorganization of Home Appliances Business
The Board of Toshiba Corporation (hereinafter called "Toshiba") met today and
approved that it will make independent of its home appliances (white goods)
business (hereinafter called "the Separation Business") independent Toshiba
Group companies. The Separation Business will be integrated with Toshiba
Lifestyle-Electronics Corporation (hereafter called "Toshiba LE") and Shizuoka
Toshiba LE Systems Corporation (hereafter called "Shizuoka Toshiba LE Systems")
(hereinafter both are called "Successor Company"). The Successor Companies will
change their names on October 1 to become Toshiba Consumer Marketing Corporation
and Toshiba HA Products Co., Ltd.
1. Purpose of separation and integration
In a matured home appliance business environment of intensifying competitiveness
and increasing price pressure, Toshiba seeks increased profitability and
improved customer satisfaction. For this reason, the Separation Business' sales
and marketing operations will be unified in a single independent entity, Toshiba
Consumer Marketing Corporation, that will also oversee sales and marketing of
air-conditioners, lighting products and batteries and the manufacture of white
goods. Toshiba believes that this organization will enhance business efficiency,
including competitiveness and improved sales and service.
2. Outline of Reorganization
To implement this reorganization establishing a new independent group company,
the Japanese method of reorganization known as "Kaisha-Bunkatsu" (literally
translated as and hereinafter called "Corporate Separation"), as defined under
the Commercial Code of Japan, will be employed.
(1) Schedule
June 12, 2003 Approval by board of directors for Corporate Separation
August 8, 2003 Conclusion Agreement of Corporate Separation contract (plan)
October 1, 2003 Date of Corporate Separation (plan)
October 1, 2003 Registration of Corporate Separation (plan)
(2) Method
-Corporate Separation
"Simplified separation method," which dose not necessitate the special
resolution at the share- holderfs' meeting will be adopted. Toshiba will make
the Separation Business independent, and integrate it with Toshiba LE, and
Shizuoka Toshiba LE Systems.
- Reason for selecting this method
This method was chosen to transfer the relevant businesses more efficiently,
(3) Allocation of shares
To be decided later.
- Calculation of share allocation rate
To be decided later.
(4) Cash subsidy
There will be no cash distribution.
(5) Legal rights and obligation to be succeeded (Plan)
All assets, liabilities, rights and obligations relating to the transferred
business are to be transferred.
(6) Forecast of fulfillment of obligation
Toshiba and Successor Companies will be able to meet all their obligations.
(7) Newly appointed directors and corporate auditors of Toshiba Consumer
Marketing Corporation
To be decided later.
3. Outline of the relevant companies
As of March 31, 2003 for Separation Company
As of September 30, 2003 for Successor Company
Company name Toshiba (Separation Company) Toshiba LE (Successor Company)
Business Development, manufacturing, sales, and Wholesale and electric equipment and related
service of digital products, electronic business
devices and components, social
infrastructure equipment and systems,
home appliances, and other products.
Established June 25, 1904 June 21, 1979
Head Office Location Shibaura 1-1-1, Minato-ku, Tokyo Sotokanda 1-1-8,
Chiyoda-ku, Tokyo, Japan
Representative Tadashi Okamura, Makoto Nakagawa, President
President and CEO
Capital 274,926 million yen 2,976 million yen
Number of outstanding shares 3,219,027,165 5,951,760
Shareholders equity 708,583 million yen 7,910 million yen
Total Assets 2,877,805 million yen 61.,477 million yen
Financial closing date March 31 March 31
Number of employee Nearly 40,000 2,497
Major sales Government,
Local Government Toshiba Corporation
Corporations Distributors
Consumers Toshiba Stores
Principal shareholders and The Master Trust Bank of Japan Toshiba Corporation 100%
shareholdings
5.32%
The Dai-ichi Mutual Life Insurance
Company 3.63%
Japan Trustee Service Bank, Ltd
3.61%
Major banks Sumitomo Mitsui Banking Corporation Sumitomo Mitsui Banking Corporation,
UFJ Bank
Mizuho Corporate Bank, etc
Capital Toshiba owns all of the Toshiba LEfs shares.
Relations Human Resources Toshiba will dispatch employees to Toshiba LE as management or
seconded employees. Toshiba LE will dispatch employees to Toshiba and
also to Shizuoka Toshiba LE Systems.
Business Toshiba supply products to Toshiba LE.
Company name Shizuoka Toshiba LE Systems (Successor Company)
Business Sales and installation of home appliances, and related facilities
Established April 1, 1991
Head Office Location Kuniyoshida 2-1-20, Shizuoka, Japan
Representative Shoji Matsunaga, President
Capital 20 million yen
Number of outstanding shares 400
Shareholders equity 42 million yen
Total Assets 138 million yen
Financial closing date March 31
Number of employee 0
Major sales None
Major banks Sumitomo Mitsui
Banking Corporation
Principal shareholders and Toshiba LE
shareholdings
Toshiba owns Shizuoka Toshiba LE Systems shares.
Toshiba Corporation has dispatched employees to Toshiba Lifestyle-Electronics as
Relations management or seconded employees. Toshiba LE dispatches employees to Toshiba and
also management to Shizuoka Toshiba LE Systems.
Toshiba supply products to Toshiba LE.
Recent three-year business results Unit: Million yen
Toshiba
Financial closing date March 2001 March 2002 March 2003
Sales 3,678,977 3,196,896 3,408,251
Operating Income (loss) 125,880 -196,752 35,188
Recurring Income (loss) 95,327 -231,816 43,378
Net Income (loss) 26,411 -260,332 83,364
Net Income (loss) per share 8.20 -80.87 25.90
Annual dividend per share (yen) 10.00 0.00 3.00
Shareholders equity (yen) 286.42 198.58 220.14
Unit: Million yen
Toshiba Lifestyle-Electronics
Financial closing date March 2001 March 2002 March 2003
Sales 105,861 222,890 351,333
Operating Income (loss) 577 2,440 4,050
Recurring Income (loss) 871 2,686 4,296
Net Income (loss) -55 -3,595 7,875
Net Income (loss) per share -55 -614 1,323
Annual dividend per share (yen) 0 0 0
Shareholders equity (yen) 371 20 1,329
Unit: Million yen
Shizuoka Toshiba LE Systems
Financial closing date March 2001 March 2002 March 2003
Sales 797 650 507
Operating Income (loss) 5 7 22
Recurring Income (loss) 4 6 22
Net Income (loss) 4 3 14
Net Income (loss) per share 10,000 7,500 35,000
Annual dividend per share (yen) 0 0 0
Shareholders equity (yen) 60,000 70,000 105,000
4. Business to be separated
(1) Business to be separated
The Separation Business includes refrigerators, washing machines and dryers
laundry, vacuum cleaners, microwave ovens and cooking equipment. Sales and
marketing will be undertaken by Toshiba LE and manufacturing will be undertaken
by Shizuoka Toshiba LE Systems.
(2) Business results, March 2002 unit: million yen
HA Products (a) Toshiba rate (a/b)
Sales 121,542 3,408,251 3.6%
(3) Assets and liabilities of business to be separated (Forecast to September 30, 2003)
To be decided later.
5. Effects of business separation on Toshiba's financial results
(1) There is no change in trade name, principal lines of business, principal
office, representative, capital stock, total assets, and financial closing date.
(2) No significant effect on Toshiba's consolidated operating results or
financial position is forecasted. The fiscal year 2003 forecast on
non-consolidated basis announced on April 25 took this separation into account.@
Forward-looking statement:
This notice contains forward-looking statements concerning Toshibafs 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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