Re: Medical Systems Business
June 17 2003 - 3:01AM
UK Regulatory
RNS Number:3978M
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 Medical Systems Business
The Board of Toshiba Corporation (hereinafter called "Toshiba") met today and
approved that it will make its medical systems business (hereinafter called "the
Separation Business") an independent operating company of Toshiba and establish
a new group company, integrating the operations of Toshiba Medical Systems Co.,
Ltd. (hereinafter called "Toshiba Medical"), a Japanese subsidiary company of
Toshiba. This reorganization will be completed on October 1, 2003 with a new
company name of Toshiba Medical Systems Corporation.
1. Purpose of Corporate Separation and Integration
The key objective is to further strengthening medical systems businesses,
currently an in-house company within Toshiba (hereinafter called "Medical
Systems Company"), will become an independent group company of Toshiba on
October 1, 2003. The new company, Toshiba Medical Systems Corporation, will
integrate its operations with those of Toshiba Medical, which now undertakes
sales and marketing and maintenance of medical systems mainly in the Japanese
market, to establish itself as a global provider of comprehensive medical
solutions, able to assure timely delivery of advanced medical products and
excellent services to the world market, with integrated capabilities in
planning, R&D, design, manufacturing, sales and marketing and after-sales
services.
2. Outline of Corporate Separation
To implement this reorganization to establishing a new independent group
company, a Japanese reorganization method of "Kaisha-Bunkatsu" (literally
translated as "Corporate Separation") defined under the Commercial Code of Japan
is used. (hereinafter "Corporate Separation".)
1. Schedule
June 12, 2003 Approval by the Board of Directors for Corporate Separation
June 12, 2003 Agreement between Toshiba and Toshiba Medical
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 shareholdersf meeting will be adopted. Toshiba will separate
the Separation Business into Toshiba Medical.
- Reason for selecting this method
This method was chosen to transfer the relevant businesses efficiently.
(3) Allocation of Shares
Toshiba is to own Toshiba Medical's newly issued 44,020,060 shares.
Allocation of the shares was determined in comparison of the Separation
Business' shareholderfs equity and that of Toshiba Medical's, and in
consideration of Toshiba Medical's outstanding number of share.
(4) Cash Subsidy
There will be no cash distribution.
(5) Legal Rights and Obligation to be succeeded
Toshiba Medical will succeed all of the assets, liabilities, rights and
obligations involved in the transferred business, unless specifically excluded
therefrom.
(6) Forecast of Fulfillment of Obligation
Toshiba and Toshiba Medical will be able to fulfill all their obligations.
(7) Newly Appointed Directors and Corporate Auditors of Toshiba Medical for the
operations from October 1, 2003.
To be decided
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 Toshiba Medical Systems Co., Ltd. (Successor
Company)
(Separation Company)
Business Development, manufacturing, Sales, installation, repair, maintenance and
sales, and service of digital other service of medical equipment and
products, electronic devices and systems for Japan, Korea, and Taiwan
components, social infrastructure
equipment and systems, home
appliances, and other products
Established June 25, 1904 September 23, 1948
Head Office Location Shibaura 1-1-1, Hongo 3-26-5, Bunkyo-ku, Tokyo
Minato-ku, Tokyo
Representative Tadashi Okamura, Yoshinobu Suzuki,
President and CEO President
Capital 274,926 million yen 2,060.96 million yen
Number of Outstanding Shares 3,219,027,165 40,960,000
Shareholders Equity 708,583million yen 13,093 million yen
Total Assets 2,877,805 million yen 85,071 million yen
Financial Closing Date March 31 March 31
Number of Employees Nearly 40,000 2,252
Major Customers Government
Local Government Toshiba Corporation
Corporations Public and private Medical Institutions
Individual Consumers
Principal Shareholders and The Master Trust Bank of Japan Toshiba Corporation 98.7%
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,
Resona Holdings
UFJ Bank
The Chuo Mitsui and Trust Banking Company
Mizuho Corporate Bank, etc
Sumitomo Trust Bank etc
Capital Toshiba Medical will be 100% owned by Toshiba Group (Directly
owned 98.7%, indirectly owned 1.3%)
Relations Human Employees are transferred and directors are seconded from
Resources Toshiba to Toshiba Medical.
Business Toshiba Medical is purchasing medical equipment and systems
developed and manufactured by Toshiba.
Recent Three-Year Business Results (Unit: Million yen)
Toshiba Corporation Toshiba Medical Systems Co., Ltd.
Financial Closing Date March 2001 March 2002 March 2003 March 2001 March 2002 March 2003
Sales 3,678,977 3,196,896 3,408,251 138,180 149,811 150,530
Operating Income (loss) 125,880 -196,752 35,188 687 603 1,671
Recurring Income (loss) 95,327 -231,816 43,378 1,358 281 1,492
Net Income (loss) 26,411 -260,332 83,364 -781 -1,085 -1,108
Net Income (loss) per Share (yen) 8.20 -80.87 25.90 -19.08 -26.51 -27.54
Annual Dividend per Share (yen) 10.00 0.00 3.00 2.50 2.50 0.00
Shareholders Equity (yen) 286.42 198.58 220.14 377.21 347.56 319.65
4. Business to be separated
(1) Business to be separated
Toshiba Medical will succeed the Separation Business.
(2) Business Results for the Year ending March 31, 2003
Medical Systems Company (a) Result on Mar. 31, 2003 (b) Ratio
(a)/(b)
Sales 117,555 million yen 3,408,251 million yen 3.4%
(3) Assets and Liabilities of Business to be separated
(Forecast to September 30, 2003)
(Unit: Million yen)
Assets Liabilities
Item Book Value Items Book Value
Current Assets 45,579 Current Liabilities 31,430
Fixed Assets 17,794 Long-Term 19,291
Liabilities
Total 63,373 Total 50,721
5. Effects of Corporate Separation on Toshibafs Financial Results
(1) There will be 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, 2003 included this Corporate
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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