| [November 26, 2009] |
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OMRON Announces Spin Off of Switch Business, Merger of Subsidiaries and Changes to Trade Names
TOKYO --(Business Wire)--
Following a resolution at a board of directors meeting held today, OMRON Corporation (TOKYO:6645)(ADR:OMRNY) announced its intention to spin off its switch business to its consolidated subsidiary OMRON KURAYOSHI Corporation through a corporate split in April 2010. As part of the split, OMRON IZUMO Co., Ltd. will be absorbed by OMRON KURAYOSHI, which will be renamed. Details will be announced following approval at the board of directors meeting scheduled for the second half of January 2010.
As this is a simple corporate split in which a wholly-owned subsidiary will take over a business division, and as the merger is between wholly-owned subsidiaries of OMRON Corporation, some disclosure items and other information have been omitted below.
1. Objectives of Spin Off and Merger of Subsidiaries
To ensure the success of its switch business in the growing market, OMRON is working to respond more quickly to diversifying customer needs through a monozukuri strategy that involves accelerating global development, creating new products and enhancing monozukuri (product creation) technology. To this end, it is essential that OMRON integrate business functions such as planning, design and production, which are currently handled by various divisions and companies.
Through the split, OMRON KURAYOSHI Corporation will take over switch business operations and absorb OMRON IZUMO Co., Ltd. It will then be renamed OMRON Switch and Device Corporation and headquartered at OMRON's Okayama Office. The current production bases in Kurayoshi and Izumo will continue their operations as the Kurayoshi and Izumo offices (factories) of OMRON Switch and Device Corporation.
2. Outline of Split
1) Timeline (News - Alert)
Resolution to spin off switch business:
November 26, 2009
Plans approved at BOD meeting:
Second half of January 2010 (planned)
Split date (effective date):
April 1, 2010 (planned)
2) Method
Absorption-type split in which OMRON Corporation is the transferring company and OMRON KURAYOSHI Corporation, a wholly-owned subsidiary, is the assuming company.
3) Details about grants due to split
Not applicable
4) Capital reduction due to split
No capital reduction from this split will take place.
5) Handling of stock acquisition rights and warrant bonds of the transferring company
Not applicable
6) Rights and duties to be transferred to the assuming company
OMRON KURAYOSHI Corporation will assume rights and duties from OMRON Corporation, including assets, liabilities and contractual obligations required for operating the business to be assumed.
7) Outlook on fulfillment of obligations
No problem is envisaged regarding fulfillment of obligations of OMRON Corporation or the assuming company.
3. Overview of Companies Involved in the Spin Off (as of March 31, 2009)
Transferring company
Assuming company
1) Name
OMRON Corporation
OMRON KURAYOSHI
Corporation
2) Business
Manufacture and sale of
electronic devices
Manufacture and sale of
electronic components,
including micro switches for
industrial/consumer use,
vehicle-mounted switches, etc.
3) Established
May 10, 1933
April 24, 1969
4) Head office
Shiokoji Horikawa Higashi-iru,
Shimogyo-ku, Kyoto
1005 Iwaki, Kurayoshi-shi,
Tottori
5) Representative
Hisao Sakuta, President &
CEO
Yoshihiro Taniguchi,
President and CEO
6) Capital
64,100 million yen
300 million yen
7) Shares outstanding
239,121,372
600,000
8) Net assets
298,411 million yen
(consolidated)
6,027 million yen
9) Total assets
538,280 million yen
(consolidated)
9,447 million yen
10) Fiscal year end
March 31
March 31
11) Principal shareholders
and their holdings (%)
State Street Bank and Trust
Company 505223: 5.89%
Japan Trustee Services Bank
Ltd. (trust account 4G): 4.53%
OMRON Corporation: 100%
4. Overview of Business Division to be Spun Off
1) Business
Planning and development of switch products for industrial, consumer and automotive applications
2) Operating results
Fiscal 2008 sales: 20,830 million yen
3) Assets and liabilities to be transferred and their values
To be decided
5. Status of OMRON Corporation after Spin Off
There will be no changes to OMRON's name, business, head office location, representative, capital or reporting period (fiscal year end) as a result of the spin off.
6. Outlook
This divestiture is not expected to have any effect on OMRON Corporation's consolidated financial outlook for fiscal 2009 (ending March 31, 2010).
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