Teijin Limited ("Teijin") hereby announces that its Board of Directors resolved, at a meeting held on December 18, 2009, to split the current polyester raw materials and polymerization business and power supply business of Teijin Fibers Limited ("Teijin Fibers"), Teijin's wholly owned subsidiary, as well as the current power supply business of Teijin Techno Products Limited ("Teijin Techno Products"), also Teijin's wholly owned subsidiary, and subsequently absorb these businesses into Teijin as of April 1, 2010.
These transactions are simple absorption-type company splits, where Teijin becomes the successor of its wholly-owned subsidiaries' businesses. Accordingly, some items for disclosure are omitted in this announcement.
1. Purpose of Company Splits
Since the Teijin Group shifted to the current holding company structure in April 2003, group-wide raw materials supply functions and power supply functions have been operated by Teijin Fibers and Teijin Techno Products.
In line with the ongoing restructuring of the Teijin Group, Teijin's polyester fibers business has been stepping up its efforts to increase the weight of overseas production with the aim of slashing production costs and increasing competitiveness in terms of product quality, thereby creating an optimal global production and sales configuration. These structural reforms will result in significant reductions in the volume of raw materials produced and power consumed by the domestic company Teijin Fibers.
Against this background, Teijin has decided to transfer common group functions, namely the polyester raw materials and polymerization business of Teijin Fibers as well as the power supply businesses of both Teijin Fibers and Teijin Techno Products, to Teijin. By concentrating these group-wide functions into the holding company, Teijin intends to further increase management efficiency from an optimal group-wide and medium- to long-term perspective.
2. Outline of Company Splits
(1)Schedule
| Board of Directors' meeting for a resolution on the splits: |
December 18, 2009 |
| Conclusion of the company split agreements: |
December 21, 2009 |
| Tentative date of the splits (effective date): |
April 1, 2010 | Note: The Company Splits fall under the category of a simple absorption-type company split (kan-i kyushu bunkatsu) for Teijin under Article 796, Paragraph 3 of the Companies Act, whereas they come under the category of a summary absorption-type company split (ryakushiki kyushu bunkatsu) for Teijin Fibers and Teijin Techno Products under Article 784, Paragraph 1 of said Act. Consequently, the Company Splits will be conducted without obtaining any approval at general meeting of shareholders of Teijin, Teijin Fibers and Teijin Techno Products.
(2)Method of Company Splits
Teijin will be the successor company. Teijin Fibers and Teijin Techno Products will be the splitting companies.
(3)Allotment of shares regarding Company Splits
As the Company Splits will be conducted between a wholly owning parent company and wholly owned subsidiaries, no such allotment of shares or other considerations shall be made with regard to the Company Splits.
(4)Increase in paid capital due to Company Splits
No change in Teijin's paid capital will result from the splits.
(5)Rights and obligations regarding stock subscription rights and bonds with stock subscription rights of the splitting companies
None applicable.
(6)Rights and obligations to be succeeded by the successor company
Teijin will succeed from Teijin Fibers and Teijin Techno Products those portions of the assets and liabilities as well as other rights and obligations with respect to the aforementioned businesses.
(7)Prospects of fulfillment of obligations
Teijin believes that there is no issue with the prospect for fulfilling obligations to be borne by Teijin, Teijin Fibers and Teijin Techno Products after the company splits.
3. Outline of the Companies Involved in the Company Splits
| (1)Trade name |
Teijin Limited(Successor company) |
Teijin Fibers Limited(Split company) |
Teijin Techno Products Limited (Split company) |
| (2)Business description |
Control and manage businesses of its subsidiaries by holding their shares or interests |
Manufacturing and sales of fibers |
Manufacturing and sales of fibers |
| (3)Date of incorporation |
June 17, 1918 |
January 25, 2002 |
November 26, 2002 |
| (4)Location of head office |
Chuo-ku, Osaka |
Chuo-ku, Osaka |
Chuo-ku, Osaka |
| (5)Name and title of representative |
Shigeo Ohyagi, President and CEO |
Norio Kamei, President |
Eiso W.A. Alberda van Ekenstein, President |
| (6)Capital |
¥70,816 million |
¥12,025 million |
¥5,000 million |
| (7)Number of issued shares |
984,758,665 shares |
537 shares |
5,000 shares |
| (8)Fiscal year-end |
March 31 |
March 31 |
March 31 |
| (9)Major shareholders and shareholding ratios (as of March 31, 2009) |
The Master Trust Bank of Japan, Ltd. (trust account): 6.67% |
Teijin Limited: 100% |
Teijin Limited: 100% | |
(10) Financial position and operating results (for the fiscal year ended March 31, 2009)
(Millions of yen except for per share amounts)
| |
Teijin Limited (Consolidated) |
Teijin Fibers Limited (Nonconsolidated) |
Teijin Techno Products Limited (Nonconsolidated) |
| Net assets |
329,985 |
17,960 |
6,487 |
| Total assets |
874,157 |
70,387 |
16,836 |
| Shareholders' equity per share (Yen) |
310.49 |
33,446,688 |
1,297,429 |
| Net sales |
943,409 |
113,399 |
25,678 |
| Operating income |
17,966 |
(4,276) |
402 |
| Ordinary income |
(2,680) |
(4,525) |
2,055 |
| Net income (loss) |
(42,963) |
(9,809) |
(572) |
| Net income (loss) per share (Yen) |
(43.65) |
(18,267,720) |
(114,572) | |
4. Outline of Business Divisions Pertaining to the Succession
(1)Business description of the divisions
Polyester raw materials and polymerization business and power supply business
(2)Operating results of the divisions (for the fiscal year ended March 31, 2009)
Net sales of the divisions
(Millions of yen)
| |
Business division to be split (a) |
Performance of the splitting company (b) |
Ratio (a/b) |
| Teijin Fibers Limited |
51,557 |
113,399 |
45.5% |
| Teijin Techno Products Limited |
2,973 |
25,678 |
11.6% |
| (Total) |
54,530 |
139,077 |
39.2% | |
(3) Assets and liabilities pertaining to the succession (as of September 30, 2009)
(Millions of yen)
| |
Teijin Fibers Limited |
Teijin Techno Products Limited |
Total |
| Current assets |
3,644 |
207 |
3,851 |
| Fixed assets |
12,638 |
786 |
13,424 |
| (Total assets) |
16,283 |
993 |
17,276 |
| Current liabilities |
16,033 |
993 |
17,026 |
| Noncurrent liabilities |
250 |
0 |
250 |
| (Total liabilities) |
16,283 |
993 |
17,276 | |
5. Status of Teijin Following Company Splits
| (1) |
There is no change in the trade name, business description, location of head office, name and title of representative, capital and fiscal year-end of said company due to the Company Splits. |
| (2) |
Future outlook
Impact on Teijin's consolidated business results is negligible. |
For further information, please contact:
Public Relations & Investor Relations Office
Teijin Limited
E-mail: pr@teijin.co.jp
|
