TIDMSON
July 31, 2014Sony Corporation
Announcement of Company Split (Small-scale Company Split) of
Sony Corporation into JOLED Inc., a new integrated company in the
organic light-emitting diode display panels business
Sony Corporation ("Sony") today announced that JOLED Inc.
("JOLED") will succeed to certain rights and obligations related to
Sony's organic light-emitting diode ("OLED") display panels
business by an "absorption-type company split", as set forth below.
This company split is a step in the process of the establishment of
JOLED, which will be a new integrated company in the OLED display
panels business, announced today by Innovation Network Corporation
of Japan, Japan Display Inc., Panasonic Corporation and Sony. For
further details, please refer to today's joint press release titled
"INCJ, JDI, Sony and Panasonic announce the establishment of JOLED
Inc. A new integrated company in the organic light-emitting diode
display panels".
Certain information is omitted from this announcement, since
this is an absorption-type company split conducted under the
Companies Act of Japan by which the reduction of Sony's total
assets by this company split is expected to be less than 10% of its
total assets as of the end of the previous fiscal year, and the
reduction of Sony's sales and operating revenue by this company
split is expected to be less than 3% of its sales and operating
revenue in the previous fiscal year.
The execution of the company split agreement is scheduled to be
on or before October 1, 2014. Please note that the details set out
below are, subject to the company split agreement to be
executed.
1. Purpose of the company split
Under this company split, Sony intends to transfer its
engineering personnel and other assets (including equipment and
patents) and liabilities related to Sony's OLED display panels
business, as defined in the company split agreement, to JOLED and
to receive a certain consideration from JOLED, as explained in
section 2(3) below.
2. Summary of the company split
(1) Schedule of the company split
Approval of the company split
(by the representative July 31, 2014
corporate
executive officer of Sony)
Execution of the company On or before October
split agreement 1, 2014 (scheduled)
Effective date of the January 5, 2015 (scheduled)
company split
* Sony will perform the contemplated company split without
obtaining shareholder approval of the company split agreement
pursuant to the provisions of the "small-scale company split" set
forth in Paragraph 3 of Article 784 of the Companies Act of
Japan.
(2) Method of the company split
The method of the contemplated company split is an
absorption-type company split between Sony (as the splitting
company) and JOLED (as the successor company).
(3) Details of consideration allotted upon the company split
JOLED will issue 18,000 common shares and a number of preferred
shares with no voting rights, with the number to be calculated
pursuant to the provisions of the company split agreement.
(4) Treatment of stock acquisition rights and bonds with stock
acquisition rights of the splitting company
There will be no changes to the treatment of stock acquisition
rights or bonds with stock acquisition rights issued by Sony upon
the completion of the contemplated company split.
(5) Increase or decrease of stated capital upon the company
split
There will be no increase or decrease of stated capital of Sony
upon the contemplated company split.
(6) Rights and obligations to be succeeded by the successor
company
JOLED, as the successor company, will succeed to certain rights
and obligations related to Sony's OLED display panels business, as
set forth in the company split agreement to be executed.
(7) Expectation on the performance capabilities of the successor
company's obligations
Sony expects that the contemplated company split will have no
material impact on the performance capabilities of JOLED in respect
of its obligations that will be transferred to JOLED and become due
after the effective date of the contemplated company split.
3. Basis of calculation of the consideration allotted upon the
company split
It was determined that there would be an issuance of certain
shares mentioned in section 2(3) above as consideration upon the
contemplated company split, based on discussions in good faith
among JOLED, Innovations Network Corporation of Japan (a parent
company of JOLED) and Sony regarding Sony's OLED display panels
business and the rights and obligations to be transferred to
JOLED.
4. Summary of each party (Numbers shown below are as of March
31, 2014 or for the fiscal year ended March 31, 2014 for Sony and
as of July 31, 2014 for JOLED)
(1) Summary of each party
Trade name Sony Corporation JOLED Inc.
(Splitting Company) (Successor Company)
Business Manufacture and sale Research and
of electronicand development,
electrical machines manufactureand
and equipment sale of the
organic
light-emitting
diode displaypanels,
its
parts, its
ingredients,
itsmanufacturing
equipment
and
related products,and
related business
Date of incorporation May 7, 1946 July 18, 2014
Location of head 7-1, Konan 1-chome, 4-1, Marunouchi
office Minato-ku, 1-chome,
Tokyo, Japan Chiyoda-ku, Tokyo,
Japan
Title and name of Kazuo Hirai Taniyama Kohichiro
Representative Representative Representative
Corporate Director
Executive Officer
Stated capital ¥ 646,654 million ¥ 25,000
Number of shares 1,044,707,767 shares 1 share
issued
Fiscal year-end March 31 March 31
Major shareholders and 1 Moxley and Co. Innovation Network
shareholding ratios LLC 9.00% Corporation
2 The Bank of of Japan
New York 100%
Mellon SA/NV 10 4.59%
3 The Master Trust
Bank of Japan,
Ltd. (Trust Account)
4.28%
4 Japan Trustee
Services Bank,
Ltd. (Trust Account)
3.99%
5 State Street Bank
and Trust Company
1.80%
Net assets ¥ 2,783,141 million ¥
(consolidated) 50,000
(Note) (non-consolidated)
Total assets ¥ 15,333,720 million ¥
(consolidated) 50,000
(non-consolidated)
Net assets per share ¥ ¥
2,163.63 (consolidated) 50,000
(Note) (non-consolidated)
Sales and operating ¥ 7,767,266 million -
revenue (consolidated)
Operating income ¥ 26,495 million -
(consolidated)
Ordinary income ¥ 25,741 million -
(consolidated)
(Note)
Net income (loss) (¥ 128,369) million -
(consolidated)
(Note)
Net income (loss) (¥ -
per share 124.99) (consolidated)
(Note)
Note: Since Sony prepares its consolidated financial statements
in accordance with accounting principles generally accepted in the
United States, "total equity", "stockholders' equity per share",
"income before income taxes", "net income (loss) attributable to
stockholders of Sony" and "net income (loss) attributable to
stockholders of Sony per share" are stated in place of "net
assets", "net assets per share", "ordinary income", "net income
(loss)" and "net income (loss) per share", respectively.
(2) Summary of business subject to the company split
a. Business subject to the company split
Sony's OLED display panels business, as set forth in the company
split agreementb. Operating results of the business transferred by
the company split for the fiscal year ended March 31, 2014
Net sales: ¥ 0
c. Assets and liabilities to be succeeded upon the company
split
Assets: To be determined pursuant to the company
split agreement to be executed
Liabilities: To be determined pursuant to the company
split agreement to be executed
5. Status after the company split
There will be no changes in the trade name, the location of the
head office, the title and name of representatives, the business
(excluding the business transferred by the contemplated company
split), the stated capital or fiscal year-end of Sony upon the
completion of the contemplated company split. In conjunction with
the contemplated company split, Panasonic Corporation will also
conduct a company split into JOLED in consideration for JOLED's
common shares and preferred shares (with no voting rights). Also,
JOLED will issue new common shares to Innovation Network
Corporation of Japan and Japan Display Inc. by way of a third-party
allotment as of the effective date of the company split. After the
completion of these processes, Sony will obtain 5% of JOLED's
voting rights.
6. Outlook
No impact on Sony's consolidated financial forecast for the
fiscal year ending March 31, 2015 is anticipated as a result of the
completion of the contemplated company split.
(For reference) Sony's consolidated financial forecast for the
fiscal year ending March 31, 2015, which was separately announced
today, and its consolidated financial results for the fiscal year
ended March 31, 2014.
(Yen in billions)
Sales Operatingincome Incomebeforeincometaxes Net loss attributable
andoperatingrevenue to SonyCorporation's
stockholders
Consolidated financial 7,800 140 130 (50)
forecast for the
fiscal year ending
March 31, 2015
Consolidated financial 7,767.3 26.5 25.7 (128.4)
results for the
fiscal year ended
March 31, 2014
This information is provided by Business Wire
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