Reorganization:Electron Tube
June 16 2003 - 1:18PM
UK Regulatory
RNS Number:3947M
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 Electron Tubes & Devices Business
The Board of Toshiba Corporation (hereinafter called "Toshiba") met today and
approved that it will make independent its electron tubes & devices business in
the Electron Tubes & Devices Division in Display Devices and Components Control
Center (hereinafter called 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 Electron Tubes
& Devices Co., Ltd (hereinafter called "the New Company").
1. Purpose of the separation and new incorporation
This Corporate Separation will accelerate the speed of management decisions and
actions and to realize flexible management systems appropriate for the various
electron tubes and devices.
2. Outline of the separation and new incorporation
To implement this reorganization establishing a new independent group company, a
Japanese reorganization method of "Kaisha-Bunkatsu" (literally translated as and
hereinafter called "Corporate Separation") defined under the Commercial Code of
Japan is used.
(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 does 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,
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 of the New Company, and
the shareholder's equity value of the Separation Business, and also 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 electron tubes & devices 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 the New Company
Mr. Fumio Sugimori, Director
Mr. Tetsuo Yatsu, Director
Mr. Koji Namiki, 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 Devices, Development, manufacture, and sales
Social Infrastructure, Home Appliances,
and other productsf development, of electron tubes and the applied products
manufacturing, sales, and services
Established June 25, 1904 October 1, 2003
Head Office Location Shibaura 1-1-1, Minato-ku, Tokyo Shimoishigami 1385, Otawara city, Tochigi
Prefecture, Japan
Representative Tadashi Okamura, President and CEO Fumio Sugimori, President
Capital 274,926 million yen 480 million yen
Number of outstanding shares 3,219,027,165 9,600
Shareholders equity 708,583 million yen Nearly 1,700 million yen
Total Assets 2,877,805 million yen Nearly 7,200 million yen
Financial closing date March 31 March 31
Number of employee Nearly 40,000 Nearly 360
Major sales Government Sales to Toshiba Corporation
Local Government Rigaku Corporation
Corporations Procurement from
Individual consumers Japan Radio Glass Co., Ltd.
and others
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
Relations Capital Toshiba owns the New Company's 100% shares.
Human Resources Employees at Toshiba are transferred or seconded to the New Company
on the date of separation..
Business Both companies supply products, components, and services to each
other.
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 (yenj 10.00 0.00 3.00
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 of the Separation Business
will be succeeded by the New Company.
(2) Business results, March 2002 (Non-Consolidated) Unit: Million yen
Division (a) Toshiba rate (a/b)
Sales 13,682 3,408,251 0.4%
(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 7,185 Debt 5,519
Shareholder's 1,666
Equity
Total 7,185 Total 7,185
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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