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RNS Number:6213O
Toshiba Corporation
13 August 2003
August 12, 2003
Tadashi Okamura, President & CEO
Toshiba Corporation
Shibaura 1-1-1, Minato-ku, Tokyo Japan
Contact: Hideo Kitamura, General Manager
Corporate Communication Office
Tel: 81 3 3457 2096
Further Notice related to Home Appliances Business Reorganization
This document offers notice of the details of the reorganization of the home
appliances (white goods) business (hereinafter called "the Separation Business")
that were yet decided on June 12, on which data an outline of the integration of
the separation business with Toshiba's subsidiaries were announced. The items
approved by this notice are in 2. (3) and 4. (3) below:
1. Purpose of separation and integration
In a matured home appliance business environment of intensifying competitiveness
and increasing price pressure, Toshiba seeks increased profitability and
improved customer satisfaction. For this reason, the Separation Business' sales
and marketing operations will be unified in a single independent entity,
Marketing New Corporation, that will also oversee sales and marketing of
air-conditioners, lighting products and batteries, and the manufacture of white
goods. Toshiba believes that this organization will enhance business efficiency,
including competitiveness and improved sales and service.
2. Outline of Reorganization
To implement this reorganization establishing a new independent group company,
the Japanese method of reorganization known as "Kaisha-Bunkatsu" (literally
translated as and hereinafter called "Corporate Separation"), as defined under
the Commercial Code of Japan, will be employed.
(1) Schedule
June 12, 2003 Approval by board of directors for Corporate
Separation
August 8, 2003 Agreement of Corporate Separation contract
October 1, 2003 Date of Corporate Separation (plan)
October 1, 2003 Registration of Corporate Separation (plan)
(2) Method
Corporate Separation
The "simplified separation method", which does not necessitate a special
resolution at the shareholders' meeting, will be adopted. Toshiba will make the
Separation Business independent, and integrate it with Toshiba Life Electronics
Corporation, and Toshiba HA Products Co., Ltd. (hereafter Toshiba HA Products)
both companies are stated as "Successor Company".
Note: Toshiba HA Products Co., Ltd. became a wholly owned subsidiary of
Toshiba on August 8, 2003, which changed its name from Shizuoka Toshiba LE
System Corporation, as well as its business and address, as stated in the tables
below. These are the points modified to the previous announcement on June 12.
Reason for selecting this method
This method was chosen to transfer the relevant businesses more efficiently,
(3) Allocation of shares
Toshiba Life Electronics Corporation's 9,651,939 shares and Toshiba HA
Products' 55,627 shares will be allocated to Toshiba.
- Calculation of share allocation rate
The Successor Companies will be a wholly owned subsidiary of Toshiba and this
separation method is the type that shares to be issued by the Successors
Companies, following the Corporate Separation will be allocated to Toshiba.
Therefore, allocations were agreed by the parties concerned in light of the
assets and liabilities to which Successor Company will succeed, and its
corporate value.
(4) Cash subsidy
There will be no cash distribution.
(5) Legal rights and obligation to be succeeded (Plan)
All assets, liabilities, rights and obligations relating to the transferred
business are to be transfered.
(6) Forecast of fulfillment of obligation
Toshiba and Successor Companies will be able to meet all their obligations.
(7) Newly appointed directors and corporate auditors of Toshiba Consumer
Marketing Corporation
To be decided.
3. Outline of the relevant companies
As of March 31, 2003 for Separation Company
As of September 30, 2003 for Successor Company
Company name Toshiba Separation Company Toshiba LE (Successor Company)
Business Development, manufacturing, sales, Wholesale and electric equipment and
and service of digital products, related business
electronic devices and components,
social infrastructure equipment and
systems, home appliances, and other
products.
Established June 25, 1904 June 21, 1979
Head Office Location Shibaura 1-1-1, Minato-ku, Tokyo Sotokanda 1-1-8,
Chiyoda-ku, Tokyo, Japan
Representative Tadashi Okamura, Makoto Nakagawa, President
President and CEO
Capital 274,926 million yen 2,976 million yen
Number of outstanding 3,219,027,165 5,951,760
shares
Shareholders equity 708,583 million yen 7,910 million yen
Total Assets 2,877,805 million yen 61.477 million yen
Financial closing date March 31 March 31
Number of employee Nearly 40,000 2,497
Government, Toshiba Corporation
Local Government Distributors
Corporations Toshiba Stores
Major sales
Consumers
Principal shareholders and The Master Trust Bank of Japan Toshiba Corporation 100%
shareholdings 5.32%
The Dai-ichi Mutual Life Insurance
Company 3.63%
Japan Trustee Service Bank, Ltd
3.61%
Major banks Sumitomo Mitsui Banking Corporation Sumitomo Mitsui Banking Corporation,
UFJ Bank
Mizuho Corporate Bank, etc
Capital Toshiba owns all of the Toshiba LE's shares.
Relations Human Resources Toshiba will dispatch employees to Toshiba LE as management or
seconded employees. Toshiba LE will dispatch employees to
Toshiba and also to Shizuoka Toshiba LE Systems.
Business Toshiba supply products to Toshiba LE.
Company name Toshiba HA Products (Successor Company)
Business Development, manufacture and sales of electrical equipment
Established April 1, 1991
Head Office Location 1-6, Oota Toshiba-cho, Ibaraki, Osaka
Representative Shoji Matsunaga, President
Capital 20 million yen
Number of outstanding shares 400
Shareholders equity 42 million yen
Total Assets 138 million yen
Financial closing date March 31
Number of employee 0
Major sales None
Major banks Sumitomo Mitsui Banking Corporation
Principal shareholders and Toshiba Corporation
shareholdings
Toshiba owns the Successor Companies' shares.
Toshiba Corporation has dispatched employees to Toshiba Lifestyle-Electronics
Relations as management or seconded employees. Toshiba LE dispatches employees to
Toshiba and also management toToshiba HA Products.
Toshiba supply products to Toshiba LE.
Recent three-year business results Unit: Million yen
Toshiba
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 8.20 -80.87 25.90
Annual dividend per share (yen) 10.00 0.00 3.00
Shareholders equity (yen) 286.42 198.58 220.14
Unit: Million yen
Toshiba Lifestyle-Electronics
Financial closing date March 2001 March 2002 March 2003
Sales 105,861 222,890 351,333
Operating Income (loss) 577 2,440 4,050
Recurring Income (loss) 871 2,686 4,296
Net Income (loss) -55 -3,595 7,875
Net Income (loss) per share -55 -614 1,323
Annual dividend per share (yen) 0 0 0
Shareholders equity (yen) 371 20 1,329
Unit: Million yen
Toshiba HA Products
Financial closing date March 2001 March 2002 March 2003
Sales 797 650 507
Operating Income (loss) 5 7 22
Recurring Income (loss) 4 6 22
Net Income (loss) 4 3 14
Net Income (loss) per share 10,000 7,500 35,000
Annual dividend per share (yen) 0 0 0
Shareholders equity (yen) 60,000 70,000 105,000
4. Business to be separated
(1) Business to be separated
The Separation Business includes refrigerators, washing machines and dryers
laundry, vacuum cleaners, microwave ovens and cooking equipment. Sales and
marketing will be undertaken by Toshiba LE and manufacturing will be undertaken
by Shizuoka Toshiba LE Systems.
(2) Business results, March 2002
unit: million yen
HA Products (a) Toshiba rate (a/b)
Sales 121,542 3,408,251 3.6%
(3) Assets and liabilities of business to be separated Forecast to
September 30, 2003
unit:
million yen
Assets Liabilities
Items Book Value Items Book Value
Assets 83,277 Liabilities 69,538
Total 83,277 69,538
5. 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 consolidated operating results or
financial position is forecasted. The fiscal year 2003 forecast on
non-consolidated basis announced on April 25 took this separation into account.
Forward-looking statement:
This notice 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 beliefs 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 electronics
business, customer demand, foreign currency exchange rates, tax rules,
regulations and other factors. Toshiba therefore wishes to caution 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
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