Reorganization:Solution
June 16 2003 - 1:20PM
UK Regulatory
RNS Number:3931M
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 Solution Business
The board of Toshiba Corporation (hereinafter called ("Toshiba") met today and
approved that it will make independent the solutions businesses of its IS Center
Group Sales Promotion Division and e-Solution Company (hereinafter called "the
Separation Businesses"), and their integration into Toshiba IT Solutions
Corporation (hereafter called "Toshiba IT Solutions"). Following this separation
and integration, Toshiba IT Solutions will change its name to become Toshiba
Solutions Corporation.
1. Purpose of separation and integration
To accelerate the speed of management decisions and actions and to realize
flexible management systems appropriate for the solutions business, the
Separation Businesses will be integrated into Toshiba IT Solutions, a wholly
owned subsidiary of Toshiba.
2. Outline of Corporate Separation
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 contract
June 12, 2003 Conclusion of Corporate Separation contract
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 holders' meeting will be adopted. Toshiba will separate
the Separation Businesses and make Toshiba IT Solutions Corporation a successor
company.
- Reason for selecting this method
This method was chosen to transfer the relevant businesses more efficiently.
(3) Allocation of shares
- Toshiba IT Solutions Corporation will issue 87,500 shares to Toshiba.
-Calculation of share allocation rate
Allocation of the shares was determined in comparison of the Separation
Business' shareholder's equity and that of Toshiba IT Solutions', and in
consideration of Toshiba IT Solutions' outstanding number of share.
(4) Cash subsidy
There will be no cash distribution.
(5) Legal rights and obligation to be assumed
Toshiba IT Solutions will assume all assets, liabilities, rights and obligations
involved in the Separation Business.
(6) Forecast of fulfillment of obligation
Toshiba and Toshiba IT Solutions will be able to meet all their obligations.
(7) Newly appointed directors and corporate auditors of a new company
To be decided.
2. 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 IT Solutions
(Separation Company) (Successor Company)
Business Digital Products, Electronic Devices, System Solutions business,
Social Infrastructure, Home Appliances, Packaged Solutions business
and other products' development,
manufacturing, sales, and services
Established June 25, 1904 March 30, 1999
Head Office Location Shibaura 1-1-1, Minato-ku, Tokyo Horikawa-cho 66-2, Saiwai-ku, Kawasaki,
Kanagawa, Japan
Representative Tadashi Okamura, President and CEO Kunitaka Sato, President
Capital 274,926 million yen 2,500 million yen
Number of outstanding shares 3,219,027,165 46,070
Shareholders equity 708,583 million yen 6,955 million yen
Total Assets 2,877,805 million yen 47,018 million yen
Financial closing date March 31 March 31
Number of employee Nearly 40,000 3,165
Government,
Major sales Local government, Toshiba Corporation
Corporations
Individual Consumers
Major banks Sumitomo Mitsui Banking Corporation, Sumitomo Mitsui Banking Corporation,
UFJ Bank
Mizuho Corporate Bank
Principal shareholders and The Master Trust Bank of Japan
shareholdings 5.32%
Toshiba Corporation 100%
The Dai-ichi Mutural Life Insurance
Company 3.63%
Japan Trustee Service Bank, Ltd
3.61%
Capital Toshiba owns all of the successor company' shares.
Relations Human Resources Employees at the Separation Businesses will be, in principle,
transfer to, or be seconded as management of the successor company.
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 (yen)
Shareholders equity (yen) 286.42 198.58 220.14
Toshiba IT Solutions
Financial closing date March 2002 March 2003
Sales 66,018 103,566
Operating Income (loss) 3,652 1,869
Recurring Income (loss) 3,579 1,995
Net Income (loss) 1,530 987
Net Income (loss) per share 33,215.05 21,421.14
Annual dividend per share (yen) 61,527.00 2,533.70
Shareholders equity (yen) 293,346.23 199,657.28
4.Business to be separated
(1) Business to be separated
The Separation Business includes services to extend the overall life cycle of
system and supporting platforms and solutions that provide integration services
(2) Business results, March 2002
Division (a) Toshiba rate (a/b)
Sales 179,164 million yen 3,408,251 million yen 5.3%
(3) Assets and liabilities of business to be separated
Forecast to September 30, 2003
Unit: million yen
Assets Liabilities
Item Book Value I tem Book Value
Assets 59,400 Liabilities 41,900
Total 59,400 Total 41,900
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 included this separation.
Forward looking statement:
This notice contains forward-looking statements concerning Toshiba's 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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