March 25, 2020
TDK Corporation (President and CEO: Shigenao Ishiguro, hereinafter “the Company”) announces that it passed a resolution at its Board of Directors’ meeting held on March 25, 2020 to absorb and merge TDK-EPC Corporation (hereinafter “TDK-EPC”), a consolidated subsidiary of the Company, as set forth below. Certain disclosures and details have been omitted in this press release since the company to be merged is a wholly owned subsidiary.
Purpose of the merger
In October 2009, the Company split one of its key segments, the passive component business, and founded TDK-EPC. It then acquired EPCOS AG (now TDK Electronics AG), a large electronic component manufacturer in Germany, along with its subsidiaries, and made them subsidiaries of TDK-EPC to achieve organic integration at an early stage. Subsequently, in November 2014, all segments were integrated into the Company through simplified absorption-type company splits.
TDK-EPC fulfilled its initial purpose, and the Company has decided to absorb and merge TDK-EPC to make effective use of its management resources and increase its operation efficiency.
Summary of the merger
(1) Schedule of the merger
Resolution of the Company’s Board of Directors: March 25, 2020
Resolution of TDK-EPC’s Board of Directors: March 25, 2020
Conclusion of merger agreement: March 25, 2020
Effective date of the merger: July 1, 2020 (scheduled)
Note: Because, for the Company, this merger falls under a simplified merger as set forth in Paragraph 2 of Article 796 of the Companies Act, the Company plans to implement it without holding a general meeting of shareholders to obtain approval for the merger agreement.
Also because, for TDK-EPC, this merger is a short form merger as set forth in Paragraph 1 of Article 784 of the Companies Act, TDK-EPC plans to implement it without holding a general meeting of shareholders to obtain approval for the merger agreement.
(2) Method of the merger
The merger is an absorption-type merger wherein the Company will be the surviving company and TDK-EPC will be dissolved.
(3) Details of allocation relating to the merger
There will be no allotment of shares or payment of cash or other financial considerations upon the completion of the merger.
(4) Treatment of stock acquisition rights and bonds with stock acquisition rights of the dissolving company
Outline of the companies involved in the merger (as of March 25, 2020)
Surviving company Absorbed company (1) Company name TDK Corporation TDK-EPC Corporation (2) Location 2-5-1 Nihombashi, Chuo-ku, Tokyo 2-5-1 Nihombashi, Chuo-ku, Tokyo (3) Name and title of representative Shigenao Ishiguro,
President and CEO
(4) Scope of business Manufacture and sale of electronic components Investment and financing for affiliated companies, and affiliated company management (5) Capital 32,641 million yen 100 million yen (6) Date of incorporation December 7, 1935 October 1, 2009 (7) No. of issued shares 129,590,659 shares 100 shares (8) Fiscal year-end March 31 March 31 (9) Principal shareholders and their percentage of holdings The Master Trust Bank of Japan, Ltd. (Trust Account) 21.56%
Japan Trustee Services Bank,
Ltd. (Trust Account) 12.47%
Trust & Custody Services Bank, Ltd. (Securities Investment Trust Account) 2.67%
(as of September 30. 2019)
TDK Corporation 100% (10) Operating results and financial conditions for the immediately preceding fiscal year Accounting period Consolidated performance for
the fiscal year ended March
Non-consolidated performance for
the fiscal year ended March 2019
Net assets 883,756 million yen 112,802 million yen Total assets 1,992,480 million yen 189,959 million yen Net assets per common share 6,946.70 yen 1,899 million yen Net sales/Operating revenue 1,381,806 million yen *10,162 million yen Operating income 107,823 million yen 10,152 million yen Income before income taxes 115,554 million yen 9,853 million yen Net income attributable to TDK/Net income 82,205 million yen 9,670 million yen Net income attributable to TDK per share /Net income per share 651.02 yen 96 million yen
* Operating revenue is described as an item equivalent to Net sales.
Status after the merger
There will be no changes in the trade name, location, scope of business, stated capital, or accounting periods of the Company or the title and name of the representative upon the completion of the merger.
The merger is an absorption-type merger of a wholly owned subsidiary of the Company, which is not expected to have any material impact on the Company’s consolidated financial results.
(Reference) The Company’s consolidated financial forecast for the fiscal year ending March 31, 2020, which was announced on March 25, 2020, and its consolidated financial results for the fiscal year ended March 31, 2019
(Unit: million yen)
Net sales Operating
Net income attributable to shareholders of the Company Consolidated financial forecast for the fiscal year ending March 31, 2020 1,360,000 95,000 93,000 58,000 Consolidated financial results for the fiscal year ended March 31, 2019 1,381,806 107,823 115,554 82,205
Contact for media
|Mr. Kazushige ATSUMI||TDK Corporation||+81 3 firstname.lastname@example.org|