Toshiba : Notice Regarding Transfer of Quantum Key Distribution (QKD) Business to Toshiba's Wholly Owned Subsidiary by a Company Split
02/24/2021 | 06:00pm EDT
February 25, 2021
FOR IMMEDIATE RELEASE
Notice Regarding Transfer of Quantum Key Distribution (QKD) Business to Toshiba's
Wholly Owned Subsidiary by a Company Split
TOKYO-Toshiba Corporation (TOKYO: 6502, "Toshiba") has announced that it will transfer its quantum key distribution ("QKD") business development function to its wholly-owned subsidiary, Toshiba Digital Solutions Corporation ("TDSL"), by means of simplified absorption-type company split, with April 1, 2021 (scheduled) as the effective date. Toshiba and TDSL today signed a company split agreement.
Some disclosure items and details are omitted since the company split is between Toshiba and its wholly-owned subsidiary.
1.Purpose of the Company Split
In the "Toshiba Next Plan Progress Report" released on November 11, 2020, Toshiba announced that it will develop and promote its QKD business, which provides indispensable security technology against hacking of data transmissions by quantum computers, by converting it to a network service by the end of FY2021. To date, business development has been undertaken within Toshiba by the New Business Development Office, a part of the Cyber-Physical Systems x Design Division. Now, in order to advance activities related to the launch of the business, including further strengthening ordering, Toshiba has decided to consolidate operations in TDSL, a subsidiary that has business promotion systems for ICT solutions, and has signed an absorption-type company split agreement to effect the transfer. The company split is scheduled to take effect on April 1, 2021.
Note: QKD is a cryptography communications technology that uses the principles of quantum mechanics to deliver absolutely secure communications that cannot be eavesdropped.
2. Overview of the company split
Date of decision of the company split
February 25, 2021
Date of signing the company split agreements
February 25, 2021
Effective date of the company split
April 1, 2021 (scheduled)
Note: The company split falls into the category of simplified absorption-type company split defined in Paragraph 2 of Article 784 of the Companies Act. Therefore, the company will not hold a general meeting of shareholders for approval of the contracts for the absorption-type company split.
(2) Method of company split
The absorption-type company split method will be used, in which Toshiba is the splitting company and TDSL is the succeeding company.
(3) Allotment related to company split
TDSL will not issue new shares or issue any other consideration through this absorption-type company split.
(4) Treatment of share options and bonds with share options associated with company split Toshiba has not issued any share options or bonds with share options.
(5) Change in the stated capital associated with company split
The company split will neither increase nor decrease the amount of the stated capital of TDSL.
(6) Rights and obligations to be transferred to the succeeding company
Under the terms of the absorption-type company split agreement, TDSL will succeed to the assets, rights, obligations, and contractual status, etc., that belong to the transferred businesses. TDSL's succession to obligations from Toshiba will be carried out through cumulative assumption of obligation.
(7) Outlook of performance of obligations
It is understood that TDSL will be able to fulfill all obligations that have a maturity date on or after the effective date of company split.
3. Overview of companies associated with company split
Nobuaki Kurumatani Representative Executive Officer, President and CEO
Taro Shimada President and CEO
Energy systems & solutions, infrastructure systems & solutions, building solutions, retail & printing solutions, electronic devices & storage solutions, and digital solutions
System Integration, Development, Manufacture and Sales of ICT Solutions Utilizing IoT and AI Technology
(5) Capital stock
200,175 million yen
23,500 million yen
June 25, 1904
October 1, 2003
(7) No. of outstanding shares
(8) Fiscal term
(9) No. of employees
125,648 (consolidated) (As of March 31, 2020)
8,613 (consolidated) (As of March 31, 2020)
(10) Main financing bank
Mizuho Bank, Ltd. Sumitomo Mitsui Banking Corporation
Sumitomo Mitsui Trust Bank, Limited
MUFJ Bank, Ltd.
Sumitomo Mitsui Banking Corporation
Mizuho Bank, Ltd. Resona Bank, Ltd. MUFJ Bank, Ltd.
(11) Major shareholders and shareholding ratio
GOLDMAN SACHS & CO. REG 7.35% SMP PARTNERS (CAYMAN) LIMITED AS TRUSTEE OF ECM MASTER FUND 7.06% CHINOOK HOLDINGS LTD 3.39%
THE DAI-ICHI LIFE INSURANCE COMPANY, LIMITED 2.54% NIPPON LIFE INSURANCE COMPANY 2.43% TOSHIBA EMPLOYEES SHAREHOLDING ASSOCIATION 2.18%
Toshiba Corporation 100.0%
NIHK A/C CLIENT 1.99% J.P. MORGAN BANK LUXEMBOURG S.A. 1300003 1.91% JP MORGAN CHASE BANK 385781 1.61% MSIP CLIENT SECURITIES 1.57%
(12) Financial condition and operating performance in preceding fiscal year
(fiscal year ended March 31, 2020)
Net assets (Equity)
1,076,426 million yen
49,262 million yen
3,383,433 million yen
124,652 million yen
Shareholder's equity per share
2,071.98 yen (consolidated)
3,389,871 million yen
161,521 million yen
130,460 million yen
6,864 million yen
13,168 million yen
Net income attributable to shareholders of the company
-114,633 million yen
13,283 million yen
Net income per share attributable to shareholders of the company
-236.39 yen (consolidated)
1.No. of major shareholders and shareholding ratios are as of September 30, 2020.
2.The financial condition and operating performance of the splitting company in the preceding fiscal year is based on US GAAP.
3.The financial condition and operating performance of the succeeding company in the preceding fiscal year is based on JGAAP. The figures in Net income attributable to shareholders of the company and Net income per share attributable to shareholders of the company each mean net income and net income per share.
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Toshiba Corporation published this content on 25 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 March 2021 04:07:08 UTC.