Re: Materials and Components
June 17 2003 - 3:01AM
UK Regulatory
RNS Number:3974M
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 Corporate Separation of Materials and Components Business
The Board of Toshiba Corporation (hereinafter called "Toshiba") met today and
approved that it will make independent its materials and components business in
the Materials & Components Division in Display Devices and Components Control
Center (hereinafter called "the Separation Business." and excluding the sales by
CRT Components Group the sales by CRT Components Group is excluded from the
Separation Business.) in Toshiba and establish a new subsidiary company of
Toshiba. This separation and new incorporation will be completed on October 1,
2003 with new company name of Toshiba Materials Co., Ltd (hereinafter called
"the New Company").
1.Purpose of separation and new incorporation
Through this separation by new incorporation, the Separation Business, including
various high-precision processing components, and high-purity materials will be
able to realize timely and flexible streamlined management, and establish a
highly profitable business structure.
2. Outline of the separation and new incorporation
To implement this reorganization to establishing a new independent group
company, a Japanese reorganization method of "Kaisha-Bunkatsu"(literally
translated and hereinafter called as "Corporate Separation") defined under the
Commercial Code of Japan is used. (Hereinafter we use the term "Corporate
Separation".)
1. Schedule
June 12, 2003 Approval by board of directors for Corporate Separation Plan
October 1, 2003 Date of Corporate Separation
October 1, 2003 Registration of Corporate Separation
(2) Method
-Corporate Separation
"Simplified separation method," which dose not necessitate the special
resolution at the share holdersf meeting will be adopted.
- Reason for selecting this method
This method was chosen to transfer the relevant businesses more efficiently.
Share allocation rate was decided based on the capital of the New Company, and
the value of the Separation Business, and also on the fact that Toshiba is 100%
owner of new company after the separation.
(3) Allocation of shares
-The New Company will newly issue to Toshiba 9,600 shares.
- Calculation of share allocation rate
Share allocation rate was decided based on the capital, and shareholderfs equity
based on the fact that Toshiba is 100% owner of new company after the
separation.
(4) Cash subsidy
There will be no cash distribution.
(5) Legal rights and obligation to be succeeded
The New Company will succeed assets, liabilities, rights and obligations
involved in the material and components business.
(6) Forecast of fulfillment of obligation
Toshiba and the New Company will be able to meet all their obligations.
(7) Newly appointed directors and corporate auditors of a new company
Mr. Morie Yamaguchi, Director
Mr. Hironobu Oishi, Director
Mr. Tsuyoshi Yasui, Director
Mr. Kazunori Fukuma, Director
Mr. Yoshiaki Imamura, Auditor
3. Outline of the relevant companies
As of March 31, 2003 for Separation Company
As of September 30, 2003 for the New Company
Company name Toshiba The New Company
(Separation Company)
Business Digital Products, Electronic Development, manufacture, and sales of metal
Devices, Social Infrastructure, materials and components, fine ceramics
Home Appliances, and other components, chemical materials, and the
productsf development, applied products
manufacturing, sales, and services
Established June 25, 1904 October 1, 2003
Head Office Location Shibaura 1-1-1, Minato-ku, Tokyo 8, Shin-Sugita, Isogo-Ku,
Yokohama, Kanagawa, Japan
Representative Tadashi Okamura, President and CEO Morie Yamaguchi, President
Capital 708,583 274,926 million yen 480 million yen
Number of outstanding shares 3,219,027,165 9,600
Shareholders equity 708,583 274,926 million yen Nearly 5,200 million yen
Total Assets 2,877,805 million yen Nearly 15,400 million yen
Financial closing date March 31 March 31
Number of employee Nearly 40,000 Nearly 480
Major sales Sales to Toshiba
Government and Matsushita Electric Industrial
Local Government Co., Ltd.
Corporations Nippon Electric Glass Co., Ltd.
and individual consumers Procurement from
MITSUI & CO., LTD.
Nissho Iwai Corporation
Toshiba
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 Sumitomo Mitsui Banking Corporation,
Corporation,
UFJ Bank
Mizuho Corporate Bank, etc
Relations Capital Toshiba owns new companyfs 100% shares.
Human Resources Employees at Toshiba are transferred or seconded to the New
Company on the date of separation..
Business Both companies offer products, components, and services to
each other.
Recent three-year business results Unit: Million yen
Toshiba Corporation
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 10.00 0.00 3.00
per share (yenj
Shareholders equity (yen) 286.42 198.58 220.14
4. Business to be separated
(1) Business to be separated
R&D, and business related to manufacture and sales on the Separation
Business will be succeeded by the New Company.
(2) Business results, March 2003 unit: Million yen
Division (a) Toshiba rate (a/b)
Sales 23,892 3,408,251 0.7%
(3) Assets and liabilities of business to be separated (Forecast to September 30, 2003)
Unit: Million yen
Assets Liabilities
Item Book Value Item Book Value
Assets 15,440 Debt 10,285
Shareholders' 5,155
Equity
Total 15,440 Total 15,440
5. Effects of business separation on Toshibafs 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 Toshibafs consolidated operating results or
financial position is forecasted. The fiscal year 2003 forecast on
non-consolidated basis announced on April 25 included this separation.
Forward looking statement:
This 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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