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Share Name | Share Symbol | Market | Type |
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Tosoh Corporation | TG:TOS | Tradegate | Ordinary Share |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 12.30 | 11.90 | 12.20 | 0.00 | 09:08:43 |
RNS Number:1498U Toshiba Corporation 13 January 2004 January 13, 2004 Toshiba Corporation Notice of Corporate Separation of Optical Disk Device Business Based on the agreement between Toshiba Corporation (hereafter called "Toshiba") and Samsung Electronics Co., Ltd. (hereafter called "Samsung"), Toshiba has decided to separate its optical-disk-device business (hereafter called " Separation Business") on March 29, 2004. On the same date, the Separate Business is to be succeeded by TS Storage Technology, Ltd. (hereafter called "Successor Company"). 1. Purpose of separation The optical-disk-drive business faces fast changing customer requirements for faster, slimmer drives, and a rapid transition in the main product to recordable DVD drives. Price erosion and alliances are also making themselves felt further intensifying competition. In this environment, advantages in technology, product development and price competitiveness are all crucial for survival. The new joint venture will construct a competitive business structure that can promote optimized use of management resources and leadership in the global market. 2. Outline of Corporate Separation ("Kaisha-Bunkatsu" A reorganization method under the Commercial Code of Japan. Hereafter Corporate Separation.) (1) Schedule January 13, 2004 Approval by board of directors for Corporate Separation Plan January 13, 2004 Conclusion of Corporate Separate contract March 29, 2004(plan) Date of Corporate Separation (2) Method - Corporate Separation "Simplified separation method" - Reason for selecting this method This method was chosen to transfer the relevant business more efficiently. (3) Allocation of share The successor company will newly issue to Toshiba 106 shares. The successor company will allocate 100% its share to Toshiba as the successor company is 100% owned by Toshiba at the time of Corporate Separation date. (4) Cash Subsidy Toshiba and Samsung will not receive any cash in the process of Corporate Separation. (5) Legal Right and Obligations The Successor Company will succeed to the assets, liabilities, rights and obligations, including contract status, involved in the transferred business. (6) Forecast of Payment of Obligation Toshiba considers that the Successor Company as well as Toshiba will be able to fulfill all payment obligations that will become due after the Corporate Separation date. 3. Outline of the companies Company Name Toshiba TS Storage Technology, Inc. (Separation Company) (Successor Company) As of September 30, 2003 As of December 31,2003 Business Development, manufacture, sales and Development, manufacture, sales service of digital products, and service of electronic devices and components, optical-disk-device, its social infrastructure equipment and application equipment and its systems, home appliances, and other associate parts. products Established June 25, 1904 December 18, 2003 Head Office Shibaura 1-1-1, Shibaura 1-1-1, Minato-ku, Tokyo Minato-ku, Tokyo Representative Tadashi Okamura Seiya Shimaoka President and CEO President and CEO Capital 274,926 million yen 10 million yen Outstanding Share 3,219,027,165 shares 200 shares Shareholders' Equity 691,716 million yen 10 million yen Total Assets 2,802,670 million yen 10 million yen Financial Closing Date March 31 March 31 Number of Employees 39,076 N/A Major Customer Government, N/A Local Government Corporations Principal Shareholders and The Master Trust Bank Toshiba Corporation 100% Shareholdings of Japan(trust) 5.26% Japan Trust Service Bank, Ltd(trust) 4.25% The Dai-ichi Mutual Life Insurance Company 3.63% Major Banks Sumitomo Mitsui Banking Corporation N/A Mizuho Corporate Bank, etc. UFJ Bank Relations Capital: Separation Company holds 100% shares of Successor Company. HR : The directors of Successor Company are the employees of Separation Company. Note: TS Storage Technology, Inc. was established to integrate the optical-disk-device business of Toshiba and Samsung. Recent 3-year Business Results (Unit: Million yen) Toshiba Corporation (Separation Company) Financial Closing Date March 2001 March 2002 March 2003 Sales 3,678,977 3,196,896 3,408,251 Operating Income (loss) 125,880 -196,752 35,188 Recurring Income (loss) 95,327 -231,816 43,378 Net Income (loss) 26,411 -260,332 83,364 Net Income (loss) per share (yen) 8.20 -80.87 25.90 Annual Dividend per share (yen) 10.00 0.00 3.00 Shareholders Equity per share (yen) 286.42 198.58 220.14 Note: The result of TS Storage Technology, Inc. was omitted due to the no business activities. 4. Business to be separated (1) Business to be separated Business Planning, Product Development Procurement and sales and marketing in connection with optical-disk-device conducted in Storage Device Division of Digital Media Network Company in Toshiba. (2) Business Results for the year ending March 31, 2003 (Unit: Million yen) Separation Business Sales Amount 100,000 (3) Assets and Liabilities of Separation Business (forecast as of March 29,2004) (Unit: Million yen) Assets Liability Book Value Book Value Assets 10,600 Liabilities 9,370 Shareholders' Equity 1,230 Total 10,600 10,600 5. Outline of the New Company after changing its name Toshiba Samsung Storage Technology Co.(New Company) Business Development, manufacture, sales and service of optical-disk-device, its application equipment and its associate parts. Head Office Saiwai-ku, Kawasaki-shi Representative Masanori Komiya Capital 7,000 million yen (plan) Outstanding Share 600 (plan) Shareholders' Equity 14,900 million yen (plan) Total Assets 24,300 million yen (plan) Financial Closing Date March 31 Number of Employees 250 (plan) Principal Shareholders and Toshiba 51% Shareholdings Samsung 49% Relations with Separation Company HR: Separation Company dispatches directors and employees. Business: Sales and procurement of products and materials Note1: The New Company will get a capital increase from Samsung after the corporate separation has been done. Note2: The New Company will establish a new subsidiary in Korea that will acquire the optical-disk-device business from Samsung. 6. Effects of business separation on Toshiba's financial results (1) There is no change in trade name, principal lines of business, principal office, representative, capital stock, total assets and financial closing date. (2) No significant effect on Toshiba's operating results or financial position is forecasted. The fiscal year 2004 forecast on consolidated and non-consolidated basis after the business separation will be announced in the end of April 2004. Forward looking statement: This contains forward-looking statements concerning Toshiba's future plans, strategies and performance. These forward-looking statements are not historical facts, rather they represent assumptions and believes based on economic, financial and competitive data currently available. Furthermore, they are subject to a number of risks and uncertainties that, without limitation, relate to economic conditions, worldwide mega-competition in the electronic business, customer demand, foreign currency exchange rates, tax rules, regulations and other factors. Toshiba therefore wishes to caution readers that actual results may differ materially from our expectations. This information is provided by RNS The company news service from the London Stock Exchange END FONGLGDBXDBGGSX
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