Indicate by check mark whether the registrant files or will file annual reports under cover of Form
20-F
or Form
40-F:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereto duly authorized.
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KYOCERA CORPORATION
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/s/ S
HOICHI
A
OKI
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Shoichi Aoki
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Director,
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Managing Executive Officer and
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General Manager of
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Corporate Management Control Group
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Date: May 25, 2018
Information furnished on this form:
EXHIBITS
May 25, 2018
To All Persons Concerned
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Name of Company Listed:
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Kyocera Corporation
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Name of Representative:
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Hideo Tanimoto, President and Director
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(Code number: 6971, The First Section of the Tokyo Stock Exchange)
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Person for Inquiry:
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Shoichi Aoki
Director, Managing Executive
Officer and
General Manager of Corporate Management Control Group
(Tel:
+81-75-604-3500)
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Notice Relating to Merger within Kyocera Group
Kyocera Corporation (the “Company”), at a meeting of its Board of Directors held on May 25, 2018, resolved that the Company
will merge with Kyocera Display Corporation (“Kyocera Display”) and Kyocera Optec Co., Ltd. (“Kyocera Optec”), both of which are wholly-owned consolidated subsidiaries of the Company, effective as of October 1, 2018.
Each of the above mergers will constitute a simplified merger and, accordingly, certain otherwise required matters are omitted from
disclosure.
Kyocera Display principally engages in the business of development, manufacture and sale of
liquid crystal displays, and Kyocera Optec principally engages in the business of development, manufacture and sale of optical components, such as camera modules for industrial and automotive markets respectively. We anticipate that further business
opportunities in both businesses will accompany the popularization of IoT (Internet of Things) and ADAS (Advanced Driving Assistant System)
and we intend to enhance development of new products and to improve productivity to achieve
increased competitiveness.
The objective of these mergers is to expand our business in these growing markets by taking advantage of abundant management
resources and sharing manufacturing technologies among the parties, and to further strengthen our business basis. In addition, we will pursue further synergistic effects, e.g., increased product development speed, generation of new business and
productivity enhancement, not only for components but also for systems.
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Meeting of Board of Directors of Kyocera Display to approve merger agreement:
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May 25, 2018
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Meeting of Board of Directors of Kyocera Optec to approve merger
agreement:
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May 25, 2018
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Meeting of Board of Directors of the Company to approve merger
agreements:
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May 25, 2018
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Execution of merger agreements:
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May 25, 2018
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(Note) The Company, Kyocera Display and Kyocera Optec will undertake the respective
mergers without approval of general shareholders’ meetings pursuant to Article 796, paragraph 2 of the Companies Act (simplified merger) (in the case of the Company) and Article 784, paragraph 1 of the Companies Act (short form merger) (in the
case of Kyocera Display and Kyocera Optec).
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Effective date of mergers:
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October 1, 2018 (Scheduled)
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Application for registration of mergers in the commercial
register:
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October 1, 2018 (Scheduled)
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1
In the mergers, the Company will be the surviving company, and Kyocera
Display and Kyocera Optec will be the dissolving companies.
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(3)
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Distributions relating to mergers
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Each of the mergers is between a parent company and its
wholly-owned subsidiary, and accordingly there will be no distributions of cash, etc. in such mergers.
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(4)
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Treatment of warrants and bonds with warrants in merger
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N/A
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(5)
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Outlines of parties to the mergers (as of March 31, 2018)
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Surviving Company
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Dissolving Companies
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1)
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Name
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Kyocera Corporation
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Kyocera Display Corporation
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Kyocera Optec Co., Ltd.
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2)
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Principal Office
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6 Takeda
Tobadono-cho,
Fushimi-ku,
Kyoto, Japan
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641-1
Ichimiyake,
Yasu-shi,
Shiga, Japan
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3-1778
Osoki,
Ome-shi,
Tokyo, Japan
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3)
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Name and Title
of Representative
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Hideo Tanimoto
President and Director
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Masafumi Ikeuchi
President and
Director
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Fuminori Yamagiwa
President and
Director
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4)
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Principal
Businesses
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Industrial & Automotive Components,
Semiconductor Components,
Electronic Devices,
Communications and
Life & Environment Group
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Development, manufacture and sale of liquid crystal displays
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Development, manufacture and sale of optical components
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5)
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Capital Amount
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115,703 million yen
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4,075 million yen
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240 million yen
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6)
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Date of
Incorporation
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April 1, 1959
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July 8, 1976
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May 4, 1949
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7)
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Number of
Shares Issued
and Outstanding
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377,618,580 shares
(of which 9,910,822 shares
are treasury stock)
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12,240,000,001 shares
(there is no treasury
stock)
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4,800,000 shares
(there is no treasury
stock)
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8)
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Fiscal Year End
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March 31
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March 31
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March 31
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9)
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Major Shareholders
and Their Share
Ownership Ratios
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• The Master Trust Bank of Japan, Ltd. (Trust Account) 13.07%
• Japan Trustee Services Bank, Ltd. (Trust Account) 7.22%
• State Street Bank and Trust Company 4.48%
• The Bank of Kyoto, Ltd. 3.93%
• Kazuo Inamori 2.78%
(Shareholding ratios are calculated after deduction of treasury shares)
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Kyocera Corporation 100%
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Kyocera Corporation
100%
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(Note) Although Kyocera Display recorded negative net assets as of the end of
its most recent fiscal year, it satisfies the requirements under Article 796, Paragraph 3 of the Companies Act.
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2
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(6)
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Performance and financial condition for most recent fiscal year (year ended March 31, 2018)
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(Millions of Yen)
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Kyocera Corporation
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Kyocera Display
Corporation
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Kyocera Optec
Co., Ltd
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Total Equity
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1,917,101
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(18,656
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4,384
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Total Assets
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2,422,422
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29,782
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7,261
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Total Equity per Share (yen)
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5,213.65
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(1.52
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913.37
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Net Sales
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742,066
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52,515
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9,962
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Profit from Operations
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(10,705
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(4,632
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903
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Recurring Profit
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82,901
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(3,312
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1,221
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Net Income
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78,536
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(3,318
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885
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Net Income per Share (yen)
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213.58
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(0.27
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184.31
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(7)
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Company following mergers
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There will be no change in the trade name, business, location of
headquarters, representative directors, capital amount or fiscal year end of the Company as a result of the mergers.
Because the mergers are between the Company and its wholly-owned subsidiaries, the
mergers will have no impact on the financial forecast of the Company for the fiscal year ending March 31, 2019.
3
English translation of the announcement of reorganization of
Kyocera Corporation
(“Rinji-houkokusho”)
To report, in accordance with Paragraph 4 of Article
24-5
of the Financial Instruments and Exchange Law and
Sub-Paragraph
7-3
of Paragraph 2 of Article 19 of Ordinance of Cabinet
Office relating to Disclosure of Corporation, following a resolution of its Meeting of Board of Directors adopted on May 25, 2018, Kyocera Corporation (the “Company”) will merge Kyocera Display Corporation (“KYD”) which is a
wholly owned consolidated subsidiary of the Company into the Company, effective as from October 1, 2018.
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(1)
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Outline of the company which will be taken over as merger
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(A)
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Status of Kyocera Display Corporation
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Trade Name
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Kyocera Display Corporation
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Location of Headquarter
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641-1
Ichimiyake,
Yasu-shi,
Shiga, Japan
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Name and Title of Representative
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Masafumi Ikeuchi, President and Director
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Capital Amount
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4,075 million yen (as of March 31, 2018)
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Total Shareholders’ Equity
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(18,656) million yen (as of March 31, 2018)
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Total Assets
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29,782 million yen (as of March 31, 2018)
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Principal Business
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Development, manufacture and sale of liquid crystal displays
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(B)
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Performances for the most recent three fiscal years ended March 31
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(Millions of Yen)
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Fiscal Years Ended March 31,
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Kyocera Display Corporation
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2016
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2017
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2018
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Net Sales
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37,669
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39,793
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52,515
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Loss from Operations
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(8,479
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(3,940
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(4,632
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Recurring Loss
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(8,039
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(4,085
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(3,312
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Net Loss
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(10,033
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(3,861
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(3,318
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(C)
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The name of principal shareholder and its shareholding ratio
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Kyocera Corporation: 100%
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(D)
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Relationship with the Company
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Capital Relationship:
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KYD is a wholly owned consolidated subsidiary of the Company.
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Personal Relationship:
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A Director and an Audit & Supervisory Board Member of KYD are delegated from the Company. Certain employees of the Company and KYD are dispatched to each other.
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Trade Relationship:
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KYD rents manufacturing properties and buildings from the Company. The Company purchases the products from KYD and finances as lending for KYD’s capital for operating capital.
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1
KYD principally engages in the business of development, manufacture and sale
of liquid crystal displays for industrial and automotive markets. The Company and KYD anticipate that further business opportunities in this business will accompany the popularization of IoT (Internet of Things) and ADAS (Advanced Driving Assistant
System) and we intend to enhance development of new products and to improve productivity to achieve increased competitiveness.
The
objective of this merger is to expand our business in these growing markets by taking advantage of abundant management resources and sharing manufacturing technologies among the parties, and to further strengthen our business basis. In addition, we
will pursue further synergistic effects, e.g., increased product development speed, generation of new business and productivity enhancement, not only for components but also for systems.
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(3)
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Method of merger, distribution relating to merger and other contents of the agreement
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In the merger, the Company will be the surviving company, and KYD will be the
dissolving company.
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(B)
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Distribution relating to merger
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The merger is between a parent company and its wholly-owned
subsidiary, and accordingly there will be no distribution of cash, etc. in this merger.
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(C)
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Other contents of the merger agreement
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Meeting of Board of Directors of KYD to approve merger agreement
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May 25, 2018
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Meeting of Board of Directors of the Company to approve merger agreement
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May 25, 2018
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Execution of merger agreements
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May 25, 2018
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*
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The Company and KYD will undertake the respective merger without approval of general shareholders’ meetings pursuant to Article 796, paragraph 2 of the Companies Act of Japan (simplified merger) (in the case of the
Company) and Article 784, paragraph 1 of the Companies Act (short form merger) (in the case of KYD).
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Effective date of merger
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October 1, 2018 (scheduled)
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Application for registration of merger in the commercial register
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October 1, 2018 (scheduled)
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b)
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Treatment of warrants and bonds with warrants in merger
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Not applicable
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(4)
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Basis of calculation of allocation ratio related to merger
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Not applicable
2
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(5)
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Status of the succeeding company after this merger
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Trade Name
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Kyocera Corporation
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Location of Headquarter
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6 Takeda
Tobadono-cho,
Fushimi-ku, Kyoto, Japan
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Name and Title of Representative
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Hideo Tanimoto, President and Director
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Capital Amount
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115,703 million yen (as of March 31, 2018)
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Total Shareholders’ Equity
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Not yet determined
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Total Assets
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Not yet determined
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Principal Business
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Industrial & Automotive Components Group
Semiconductor Components Group
Electronic Devices Group
Communications Group
Life & Environment
Group
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3
