Announcement of Absorption-Type Merger
(Simple Merger) of Consolidated Subsidiary
Nov. 29, 2017
TDK Corporation (President and CEO: Shigenao Ishiguro, hereinafter “the Company”) announced that, at its Board of Directors’ meeting held on November 29, 2017, the Company resolved to absorb and merge with TDK Magnetic Field Sensor G.K. (hereinafter the “SPC”), a wholly owned subsidiary of the Company and a special purpose company, as set forth below. Certain disclosures and details have been omitted from this press release because the subject company of the absorption-type merger is a wholly owned subsidiary.
1. Purpose of the merger
As announced in the press release “TDK to Acquire Shares of Micronas Semiconductor Holding AG for Conversion into a Subsidiary” as of December 17, 2015, the Company established the SPC for the purpose of acquiring based on a tender offer and managing shares of Micronas Semiconductor Holding AG.
The Company has recently decided to absorb and merge the SPC from the perspectives of effective use of business resources and streamlining of business operations.
2. Summary of the merger
(1) Schedule of the merger
Board of Director’s resolution: November 29, 2017
SPC members’ general meeting resolution: November 29, 2017
Conclusion of merger agreement: November 29, 2017
Effective date of the merger: April 1, 2018
(Note) The Company will perform this merger without holding a general meeting of shareholders to obtain the approval of the merger agreement, as the merger falls under the “simplified merger” as set forth in Paragraph 2, Article 796 of the Companies Act.
(2) Method of the merger
The contemplated merger is an absorption-type merger wherein the Company will be the surviving company and the SPC 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 completion of the contemplated merger.
(4) Treatment of stock acquisition rights and bonds with stock acquisition rights of the absorbed company
Not applicable.
3. Outline of the Companies Involved in the merger (as of March 31, 2017)
| Surviving company | Absorbed company | ||
|---|---|---|---|
| (1) | Name | TDK Corporation | TDK Magnetic Field Sensor G.K. |
| (2) | Location | 3-9-1 Shibaura, Minato-ku, Tokyo | 3-9-1 Shibaura, Minato-ku, Tokyo |
| (3) | Name and title of representative | Shigenao Ishiguro, President and CEO |
Representative corporate member: TDK Corporation Person who executes operations: Keisuke Igarashi |
| (4) | Scope of business | Manufacture and sale of electronic components | Controlling and management of foreign companies and any and all other operations incidental thereto |
| (5) | Capital | 32,641 million yen | 100,000 yen |
| (6) | Date of incorporation | December 7, 1935 | December 17, 2015 |
| (7) | No. of issued shares | 129,590,659 shares | None |
| (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) 16.38% Japan Trustee Services Bank, Ltd. (Trust Account) 10.21% Trust & Custody Services Bank, Ltd. (Securities Investment Trust Account) 3.12% |
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 2017 | Non-consolidated performance for the fiscal year ended March 2017 | |
| Net assets | 802,118 million yen | 25,902 million yen | |
| Total assets | 1,664,333 million yen | 26,065 million yen | |
| Net assets per common share | 6,288.55 yen | - | |
| Net sales | 1,178,257 million yen | 0 million yen | |
| Operating income | 208,660 million yen | (11) million yen | |
| Income before income taxes | 211,717 million yen | (156) million yen | |
| Net income attributable to TDK/Net income | 145,099 million yen | (150) million yen | |
| Per common share: Net income attributable to TDK |
1,150.16 yen | - | |
4. Status after the merger
There will be no changes in the trade name, location, title and name of representative, scope of business, stated capital or accounting period of the Company upon the completion of the contemplated merger.
5. Outlook
No material impact on the Company’s consolidated financial results is anticipated as a result of the completion of the contemplated merger because this will be an absorption-type merger with a wholly-owned subsidiary of the Company.
End.
(Reference) The Company’s consolidated financial forecast for the fiscal year ending March 31, 2018, which was announced on October 30, 2017, and its consolidated financial results for the fiscal year ended March 31, 2017
| Net sales | Operating income | Income before income taxes |
Net income attributable to shareholders of the Company |
|
|---|---|---|---|---|
| Consolidated financial forecast for the fiscal year ending March 31, 2018 | 1,250,000 | 85,000 | 88,000 | 60,000 |
| Consolidated financial results for the fiscal year ended March 31, 2017 | 1,178,257 | 208,660 | 211,717 | 145,099 |
Contacts for media
| Contact | Phone | ||
|---|---|---|---|
| Mr. Kazushige ATSUMI | TDK Corporation | +813 6778-1055 | TDK.PR@tdk.com |
