|
|
 |
Yamaha Announces Split-Off of Its Automobile Interior Component Business |
|
|
The Board of Directors of Yamaha Corporation decided at its meeting on February 7, 2007, to split off Yamaha's automobile interior wood component business, effective on April 1, 2007, and to continue this business within Yamaha Fine Technologies Co., Ltd., a wholly owned subsidiary. |
|
 |
 |
|
|
| 1. Objectives of the Split-Off |
|
|
Effective April 1, 2007, Yamaha will split off its automobile interior wood component business and merge it with Yamaha Fine Technologies, a consolidated subsidiary engaged in the manufacturing and sale of factory automation (FA) equipment, metal molds, and components. The objectives of the split-off are to sustain growth and increase productivity by realizing synergies in marketing, technology, and manufacturing.
|
|
|
|
|
|
|
| 2. Outline of the Split-Off Process |
|
| |
(1) |
Schedule for the split-off |
|
|
| February 7, 2007 |
: |
Directors' meeting to approve the split-off |
| February 7, 2007 |
: |
Conclusion of the split-off contract |
| April 1, 2007 |
: |
Scheduled date for the split-off (effective date) |
| Note |
: |
This split-off will be based on Article 784-3 of the Company Law and, under
Article 783-1 of the Company Law, will be conducted without the requesting approval of the general meeting of shareholders.
|
|
|
(2) |
Method of the split-off |
|
|
As the company splitting off one of its businesses, Yamaha will cause existing subsidiary Yamaha Fine Technologies to be the continuing company and, after the split-off, will merge the business into Yamaha Fine Technologies.
|
|
(3) |
Allocation of shares |
|
|
When Yamaha Fine Technologies continues Yamaha's automobile interior wood component business, Yamaha Fine Technologies will receive the assets of this business at book value and provide compensation to Yamaha in the form of a distribution of Yamaha Fine Technologies' shares. Since this split-off will be a transaction between Yamaha and one of its wholly owned subsidiaries, Yamaha and Yamaha Fine Technologies have agreed that the number of shares to be issued to Yamaha will be 10,000.
|
|
(4) |
Decline in capital as a result of the split-off and related matters |
|
|
There will be no decline in capital as a result of this split-off.
|
|
(5) |
Handling of the warrants to purchase new shares and bonds with warrants of the company splitting off a business |
|
|
Yamaha has not issued warrants to purchase new shares or bonds with warrants.
|
|
(6) |
Succession of rights and duties to the continuing company |
|
|
Since the company that will continue the business to be split off, all assets, positions and status in ongoing contracts, rights, and duties deemed necessary for the operation of the business will be transferred to and continued by Yamaha Fine Technologies.
|
|
(7) |
Outlook for meeting payment obligations |
|
|
Yamaha and Yamaha Fine Technologies believe there will be no issues arising with regard to the fulfillment of their payment obligations. |
|
|
|
|
|
|
|
| 3. Outline of the Companies Participating in the Split-Off (As of September 30, 2006) |
|
| (1) Name of company |
Yamaha Corporation
(Company splitting off the business) |
Yamaha Fine Technologies
(Company continuing the business) |
| (2) Lines of business |
Manufacturing and sale of musical instruments, AV/IT equipment, electronic equipment and metal products, lifestyle-related products, etc., and operation of recreational facilities |
Manufacturing and sale of FA equipment, metal molds, and components |
| (3) Date of establishment |
October 12, 1897 |
February 14, 1987 |
| (4) Head Office location |
10-1, Nakazawa-cho, Hamamatsu, Shizuoka, Japan |
283 Aoya-cho, Hamamatsu, Shizuoka, Japan |
| (5) Representative |
Shuji Ito, President and Representative Director |
Shinobu Kawase, President and Representative Director |
| (6) Paid-in capital |
¥28,534 million |
¥300 million |
| (7) Number of shares issued |
206,524,000 |
6,000 |
| (8) Net assets |
¥187,861 million |
¥1,457 million |
| (9) Total assets |
¥313,195,000 |
¥6,082 million |
| (10) Closing of accounts |
March 31 |
March 31 |
| (11) Major shareholders |
The Master Trust Bank of Japan, Ltd.: 8.2%
State Street Bank & Trust Co.: 7.7%
Mitsui Sumitomo Insurance Co., Ltd.: 4.3%
Trust & Custody Services Bank, Ltd., as trustee for Mizuho Bank, Ltd., Retirement Benefit Trust Account re-entrusted by Mizuho Trust and Banking Co., Ltd.: 4.3%
The Shizuoka Bank, Ltd.: 4.0% |
Yamaha Corporation: 100.0% |
|
|
|
|
|
|
|
| 4. Outline of the Business to Be Split-Off |
|
| |
(1) |
Lines of business of the division to be split off: |
|
|
Manufacture and sale of automobile interior wood components
|
|
(2) |
Management performance of the division to be split off (For the interim period of the year ending March 31, 2007): |
|
|
| Sales of the business |
: |
¥4,871 million (Representing 1.8% of Yamaha's consolidated net sales) |
|
|
(3) |
Asset and liabilities items and amounts of the division to be split off (As of September 30, 2006): |
|
|
| Current assets |
: |
¥3,427 million |
| Fixed assets |
: |
¥2,830 million |
| Current liabilities |
: |
¥0 |
| Fixed liabilities |
: |
¥0 |
|
|
|
|
|
|
|
|
| 5. Effects of the Split-Off on Yamaha and Its Performance |
|
| |
(1) |
No effects on company name, content of business operations, Head Office location, company representative, capital, or date of closing of accounts
|
|
(2) |
| Effect on performance |
: |
Since Yamaha Fine Technologies is a wholly owned subsidiary of Yamaha, this split-off will have not effect on the consolidated performance. In addition, the effect on non-consolidated accounts will not be material. |
|
|
|
|
|
 |
For further information, please contact
Yamaha Corporation
Public Relations Division,
Public & Investor Relations Group
TEL. +81-3-5488-6601
FAX. +81-3-5488-5060
|
|
|
|
|
|
|
