As the Company Split is to be implemented through a simplified absorption-type company split between SDK and its wholly-owned subsidiary, part of details is omitted in this disclosure.
1. Objective of the Company Split
In its medium-term business plan "The TOP 2021," SDK aims to establish itself as a "
To achieve this goal, SDK will make the business an operating company, increasing the speed of decision-making and sharing of the latest market information. By focusing on the
growing business in infrared light-receiving/emitting devices, we will meet customers' requirements, taking advantage of our industry-leading product quality and customizing capability.
We will transfer the business to a newly-established subsidiary Showa Denko Photonics through an absorption-type company split.
2. Outline of the company split
(1) Schedules
Approval of the contract by SDK's Board of Directors' meeting:
Conclusion of the contract:
Approval of the contract by Showa Denko Photonics's shareholders' meeting:
Effective date:
Note: The Company Split will be a simplified company split under Article 784, paragraph 2, of the Companies Act. Thus, there will be no procedure for approval by SDK's shareholders' meeting.
(2) Method of company split
This will be an absorption-type company split, with SDK serving as the splitting company and Showa Denko Photonics as the succeeding company.
(3) Allotment pertaining to company split
At the time of the Company Split, Showa Denko Photonics will deliver its 100 common shares to SDK.
(4) Handling of warrant and bond with warrant pertaining to company split
Not available
(5) Increase/decrease in capital stock due to company split
There will be no change in SDK's capital stock due to the Company Split.
(6) Rights and obligations to be transferred
As the succeeding company, Showa Denko Photonics will assume SDK's rights and obligations regarding the business in optical semiconductors and rare earth alloys on the effective date.
(7) Prospect of fulfillment of obligations
SDK considers that there will be no problem about the prospect of fulfillment of obligations by Showa Denko Photonics after the Company Split.
3. Outline of the parties to company split (as of
Splitting company
(1)
(2) Location: 13-9, Shiba Daimon 1-chome, Minato-ku,
(3) Representative:
(4) Scope of business: Production and sale of petrochemicals, gas products, specialty chemicals, electronics, inorganics, aluminum, etc.
(5) Capital stock:
(6) Date of incorporation:
(7) Number of shares issued: 1,497,112,926
(8) Accounting term:
(9) Major shareholders and rate of shareholding:
(10) Net assets:
(11) Total assets:
(12) Net assets per share:
(13) Net sales:
(14) Operating income:
(15) Ordinary income:
(16) Net income attributable to owners of the parent:
(17) Net income per share:
Succeeding company
(1)
(2) Location: 1505 Shimokagemori, Chichibu,
(3) Representative:
(4) Scope of business: Production and sale of visible-light & infrared LEDs, light-receiving epitaxial wafers, and rare earth alloys
(5) Capital stock:
(6) Date of incorporation:
(7) Number of shares issued: 100
(8) Accounting term:
(9) Major shareholders and rate of shareholding: -
(10) Net assets:
(11) Total assets:
(12) Net assets per share:
(13) Net sales: -
(14) Operating income: -
(15) Ordinary income: -
(16) Net income attributable to owners of the parent: -
(17) Net income per share: -
As for item (9), descriptions about SDK represent the situation as of
As for items from (10) through (17), figures for SDK are based on the financial statements for the fiscal year ended
4. Outline of the business division to be split
(1) Scope of business of the division to be split
Production and sale of SDK's visible-light and infrared LEDs, light-receiving epitaxial wafers, and rare earth alloys
(2) Performance of the division to be split (for the fiscal year ended
Net sales:
(3) Items and amounts of assets/liabilities to be split
Assets
Current assets:
Fixed assets:
Total:
Liabilities
Current liabilities:
Long-term liabilities:
Total:
Note: The figures shown above are based on the balance sheet as of
5. Outline of listed company and succeeding company after absorption-type company split
Splitting company
(1)
(2) Location: 13-9, Shiba Daimon 1-chome, Minato-ku,
(3) Representative:
(4) Scope of business: Production and sale of petrochemicals, gas products, specialty chemicals, electronics, inorganics, aluminum, etc.
(5) Capital stock:
(6) Accounting term:
Succeeding company
(1)
(2) Location: 1505 Shimokagemori, Chichibu,
(3) Representative:
(4) Scope of business: Production and sale of visible-light & infrared LEDs, light-receiving epitaxial wafers, and rare earth alloys
(5) Capital stock:
(6) Accounting term:
6. Future prospects
As the Company Split is to be implemented as a business transfer to a wholly-owned consolidated subsidiary of SDK, it will have only minor influence on SDK's business performance.
About
Contact:
Showa Denko K.K ., CSR & Corporate Communication Office, Tel: 81-3-5470-3235
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