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TOS Tosoh Corporation

12.30
0.00 (0.00%)
16:47:08 - Realtime Data
Share Name Share Symbol Market Type
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
  0.00 0.00% 12.30 11.90 12.20 0.00 16:47:08

Reorganization:Electron Tube

16/06/2003 7:18pm

UK Regulatory


RNS Number:3947M
Toshiba Corporation
16 June 2003


                                                                   June 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


         Notice of Reorganization of Electron Tubes & Devices Business


The Board of Toshiba Corporation (hereinafter called "Toshiba") met today and
approved that it will make independent its electron tubes & devices business in
the Electron Tubes & Devices Division in Display Devices and Components Control
Center (hereinafter called the "Separation Business") in Toshiba, and establish
a new subsidiary company of Toshiba. This separation and new incorporation will
be completed on October 1, 2003 with new company name of Toshiba Electron Tubes
& Devices Co., Ltd (hereinafter called "the New Company").

 1. Purpose of the separation and new incorporation

This Corporate Separation will accelerate the speed of management decisions and
actions and to realize flexible management systems appropriate for the various
electron tubes and devices.

 2. Outline of the separation and new incorporation

To implement this reorganization establishing a new independent group company, a
Japanese reorganization method of "Kaisha-Bunkatsu" (literally translated as and
hereinafter called "Corporate Separation") defined under the Commercial Code of
Japan is used.

(1) Schedule

June 12, 2003          Approval by board of directors for Corporate Separation Plan

October 1, 2003        Date of Corporate Separation

October 1, 2003        Registration of Corporate Separation


(2) Method

-Corporate Separation

"Simplified separation method," which does not necessitate the special
resolution at the share holdersf meeting will be adopted.

- Reason for selecting this method

This method was chosen to transfer the relevant businesses more efficiently,

 3. Allocation of shares

-The New Company will newly issue to Toshiba 9,600 shares.

-Calculation of share allocation rate

Share allocation rate was decided based on the capital of the New Company, and
the shareholder's equity value of the Separation Business, and also on the fact
that Toshiba is 100% owner of new company after the separation.

(4) Cash subsidy

There will be no cash distribution.

(5) Legal rights and obligation to be succeeded

The New Company will succeed assets, liabilities, rights and obligations
involved in the electron tubes & devices business.

(6) Forecast of fulfillment of obligation

Toshiba and the New Company will be able to meet all their obligations.

(7) Newly appointed directors and corporate auditors of the New Company

            Mr. Fumio Sugimori, Director

            Mr. Tetsuo Yatsu, Director

            Mr. Koji Namiki, Director

            Mr. Kazunori Fukuma, Director

            Mr. Yoshiaki Imamura, Auditor

3. Outline of the relevant companies

As of March 31, 2003 for Separation Company

As of September 30, 2003 for the New Company

Company name                                  Toshiba                                  The New Company

                                       (Separation Company)

Business                     Digital Products, Electronic Devices,     Development, manufacture, and sales
                             Social Infrastructure, Home Appliances,
                             and other productsf development,          of electron tubes and the applied products
                             manufacturing, sales, and services

Established                  June 25, 1904                             October 1, 2003

Head Office Location         Shibaura 1-1-1, Minato-ku, Tokyo          Shimoishigami 1385, Otawara city, Tochigi
                                                                       Prefecture, Japan

Representative               Tadashi Okamura, President and CEO        Fumio Sugimori, President

Capital                      274,926 million yen                       480 million yen

Number of outstanding shares 3,219,027,165                             9,600

Shareholders equity          708,583 million yen                       Nearly 1,700 million yen

Total Assets                 2,877,805 million yen                     Nearly 7,200 million yen

Financial closing date       March 31                                  March 31

Number of employee           Nearly 40,000                             Nearly 360

Major sales                  Government                                Sales to Toshiba Corporation

                             Local Government                          Rigaku Corporation

                             Corporations                              Procurement from

                             Individual consumers                      Japan Radio Glass Co., Ltd.

                                                                       and others

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

Relations                    Capital              Toshiba owns the New Company's 100% shares.

                             Human Resources      Employees at Toshiba are transferred or seconded to the New Company
                                                  on the date of separation..

                             Business             Both companies supply products, components, and services to each
                                                  other.

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 (yenj                       10.00            0.00            3.00

Shareholders equity (yen)                            286.42          198.58          220.14

4. Business to be separated

(1) Business to be separated

R&D, and business related to manufacture and sales of the Separation Business
will be succeeded by the New Company.

(2) Business results, March 2002 (Non-Consolidated)                                    Unit: Million yen

                  Division (a)                  Toshiba                       rate (a/b)

Sales              13,682                        3,408,251                     0.4%

(3) Assets and liabilities of business to be separated, (Forecast to September 30, 2003)


                                                                                       Unit: Million yen

Assets                                                Liabilities              

Item                              Book Value          Item                                    Book Value


Assets                                 7,185          Debt                                        5,519

                                                      Shareholder's                               1,666

                                                      Equity

Total                                           7,185 Total                                       7,185

5. Effects of business separation on Toshibafs 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 Toshibafs consolidated operating results or
financial position is forecasted. The fiscal year 2003 forecast on non-
consolidated basis announced on April 25 included this separation.

Forward looking statement:

This contains forward-looking statements concerning Toshibafs 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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