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ANNOUNCEMENT OF CORPORATE SPLIT (ABSORPTION TYPE CORPORATE SPLIT WITHOUT OBTAINING THE APPROVAL OF GENERAL MEETING OF SHAREHOLDERS OF TDK CORPORATION (KAN'I-KYUSHU-BUNKATSU)) WITH DENSEI-LAMBDA K.K.

Information contained in the news releases are current as of the date of the press announcement, but may be subject to change without prior notice.

July 31, 2008

It is hereby announced that TDK Corporation (hereinafter the "Company") resolved at a meeting of the Board of Directors held today that it will procure the succession by DENSEI-LAMBDA K.K. (hereinafter "DENSEI-LAMBDA") to the business conducted by the Company's power systems business group and other businesses pertaining thereto (excluding the following businesses: (i) any business dealing with DCDC converters for EV (Electronic Vehicles); (ii) any business dealing with products related to power supply for plasma display and prototypes pertaining thereto, etc.; (iii) any business conducted by the electronic components sales group of the Company; and (iv) any business related to planning and administration concerning management of the power systems business group of the Company) (hereinafter, such businesses to be succeeded to by DENSEI-LAMBDA shall be referred to as the "Businesses") by way of an absorption type corporate split (absorption type corporate split without obtaining the approval of a general meeting of shareholders of the Company (kan'i-kyushu-bunkatsu)) (hereinafter the "Absorption Type Corporate Split")) effective as of October 1, 2008.
In addition, items and contents that are supposed to be disclosed herein are partially omitted and such omission is allowed because the Absorption Type Corporate Split is a corporate split without obtaining the approval of a general meeting of shareholders of the Company (kan'i-kyushu-bunkatsu) by which the Company has its wholly owned subsidiary, all of the issued shares of which are directly or indirectly held by the Company, succeed to its rights and obligations.

  1. Purpose of the Absorption Type Corporate Split
    The purpose of the Absorption Type Corporate Split is to integrate the technologies and sales capabilities of DENSEI-LAMBDA as a leading company of switching power supplies in the industrial market and the power devices that consist of the raw materials and material technologies of the Company.

    On this occasion, the Company has determined that the transfer of a part of the rights and obligations belonging to the Businesses of the Company to, and integration thereof into, DENSEI-LAMBDA will establish a structure that will allow us to meet, as a specialized company, various demands of the market that will expand and change in the future and contribute to the expansion of our power supply business.
  2. Outline of Absorption Type Corporate Split
    (1) Schedule of Corporate Split
     
    • Meeting of Board of Directors to Resolve the Absorption Type Corporate Split:
          July 31, 2008
    • Execution of the Agreement Concerning Absorption Type Corporate Split:
          August 1, 2008 (to be confirmed)
    • Scheduled Date of Corporate Split (effective date):
          October 1, 2008 (to be confirmed)
      (Note) Pursuant to Article 784, Paragraph 3 of the Companies Act, the Company will implement the Absorption Type Corporate Split without obtaining the approval of a general meeting of its shareholders (so-called kan'i-soshiki-saihen) and similarly, pursuant to Article 796, Paragraph 1 of the Companies Act, DENSEI-LAMBDA will implement the Absorption Type Corporate Split without obtaining the approval of a general meeting of its shareholders (so-called ryakushiki- soshiki-saihen).
    (2) Method of Corporate Split
      Spin off absorption type (Bunsha-gata) (butteki) corporate split, in which the Company and DENSEI-LAMBDA will be the Splitting Company and the Succeeding Company, respectively.
    (3) Capital Reduction, etc. due to Corporate Split
      The capital, etc. of the Company shall not change due to the Absorption Type Corporate Split.
    (4) Treatment of Stock Acquisition Rights and Corporate Bond with Stock Acquisition Rights of the Splitting Company
      The stock acquisition rights issued by the Company are not affected by the Absorption Type Corporate Split. The Company does not issue any corporate bond with stock acquisition rights.
    (5) Rights and Obligations to be Succeeded by DENSEI-LAMBDA
      DENSEI-LAMBDA shall succeed to part of the rights and obligations, such as the assets and liabilities, belonging to the Businesses of the Company.
    In addition, the liabilities to be succeeded by the Absorption Type Corporate Split shall be assumed by DENSEI-LAMBDA and the Company shall be released therefrom.
    (6) Capability of Satisfying Liabilities
      Both of the Company and DENSEI-LAMBDA have concluded that there are no doubts as to their capability to satisfy the liabilities borne by each of the Company and DENSEI-LAMBDA on and after the effective date of the Absorption Type Corporate Split.
  3. Outline of the Companies subject to Corporate Split
    As of March 31, 2008
      Splitting Company
    (the Company)
    Succeeding Company
    (DENSEI-LAMBDA)
    (1) Company Name TDK Corporation DENSEI-LAMBDA K.K.
    (2) Business Manufacture and sales of electronic components Development, production, sales and maintenance-service of switching power supplies and peripherals, uninterruptible power supplies and engine generators
    (3) Date of Incorporation December 7, 1935 June 6, 1978
    (4) Location of Head Office 13-1, Nihonbashi 1 cho-me, Chuo-ku, Tokyo Denpa Building, 11-15, Higashi Gotanda 1 cho-me, Shinagawa-ku, Tokyo
    (5) Title/ Name of Representative Takehiro Kamigama,
    President and Chief Operating Officer
    Takeo Suzuki,
    Representative Director, President
    (6) Capital 32,641 million yen 2,976 million yen
    (7) Total Number of Issued Shares 129,590,659 shares 17 shares
    (8) Net Assets 716,577 million yen
    (consolidated)
    16,907 million yen
    (non consolidated)
    (9) Total Assets 935,533 million yen
    (consolidated)
    37,608 million yen
    (non consolidated)
    (10) Fiscal Year March 31 March 31
    (11) Large Shareholders and their Holdings Ratio Japan Trustee Services Bank, Ltd. (trust account) 10.15%
    The Master Trust Bank of Japan, Ltd. (trust account) 9.67%
    Matsushita Electric Industrial Co., Ltd. 4.82%
    Deutsche Securities Inc. 4.29%
    Societe Generale Securities Ltd, Tokyo Branch 1.84%
    State Street Bank and Trust Company 1.78%
    BNP Paribas Securities (Japan) Limited 1.75%
    Nats Cumco 1.71%
    Trust & Custody Services Bank, Ltd. (securities investment trust account) 1.70%
    Nippon Life Insurance Company 1.65%
    TDK Corporation 47.06%
    Lambda Holdings Inc. 47.06%
    Lambda Far East Limited 5.88%
    (Note) Any and all issued shares of DENSEI-LAMBDA are A class shares.
  4. Outline of Business subject to Corporate Split
    (1) Contents of Business Division subject to Corporate Split
      The business conducted by the Company's power systems business group and other businesses pertaining thereto (excluding the following businesses: (i) any business dealing with DCDC converters for EV (Electronic Vehicles); (ii) any business dealing with products related to power supply for plasma display and prototypes pertaining thereto, etc.; (iii) any business conducted by the electronic components sales group of the Company; and (iv) any business related to planning and administration concerning management of the power systems business group of the Company).
    (2) Operating Results of Business Division subject to Corporate Split as of the Fiscal Term ending in March, 2008
     
      Performance of the Business Division subject to Corporate Split (A) Performance of the Company (Before Corporate Split) (B) Ratio (A)/ (B)
    Sales
    (JPY million)
    10,004 353,034 2.80%
  5. Situation of the Company (listed company) after the Absorption Type Corporate Split
    (1) Company Name: TDK Corporation
    (2) Business: Manufacture and sale of electronic components
    (3) Location of Head Office: Nihonbashi, Chuo-ku, Tokyo
    (4) Title/ Name of Representative: Takehiro Kamigama, President and Chief Operating Officer
    (5) Capital: 32,641 million yen
    (6) Fiscal Year: March 31
    (7) Prospects for the Future The impact of the Absorption Type Corporate on the performance of the Company is expected to be minor.

For further information, contact the Corporate Communications Dept.
Tel.: 81-3-6778-1055
E-mail: pr@jp.tdk.com

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