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TDK to Delist American Depositary Shares (ADSs) from NYSE and Terminate SEC Reporting Obligations
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.
April 7, 2009
TDK Corporation ("TDK" or "the Company") today announced its decision to file for voluntary delisting of its American Depositary Shares ("ADSs"), each representing one share of common stock of TDK, from the New York Stock Exchange (the "NYSE"). In connection with the delisting, TDK intends to file for deregistration of the ADSs under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), as described below.
- Reasons for Delisting
In June 1982, TDK listed its ADSs on the NYSE primarily to raise funds, bolster corporate creditworthiness and the TDK brand, and broaden its investor base, as it globalized its business operations and rapidly expanded overseas sales. Ever since, the Company has worked to expand its operations in the U.S. and elsewhere around the world.
However, TDK has now decided to delist its ADSs for two main reasons. First, TDK has now achieved almost all the initial objectives of the U.S. ADS listing. Second, TDK's average daily trading volume of shares represented by ADSs on the NYSE accounted for less than 5% of worldwide trading in the 12 month period ending on March 31, 2009. Considering the limited trading volume on the NYSE, TDK believes that the costs and expenses associated with maintaining a listing on the NYSE, including costs associated with being an SEC reporting company, outweigh the benefits of continuing such listing.
- Accounting Standards for Consolidated Financial Statements
TDK will continue to prepare its consolidated financial statements using accounting standards generally accepted in the U.S. (U.S. GAAP) in order to facilitate comparison and to protect shareholder and investor interests.
TDK plans to file for delisting of the ADSs from the NYSE on April 7, 2009 and complete the delisting process by late April. Following the delisting, TDK intends to maintain its American Depositary Receipt ("ADR") program in the U.S. as a Level 1 ADR Program. TDK anticipates that the ADSs will trade in the U.S. over-the-counter ("OTC") market following delisting, however, the company has not as of the date of this release arranged for quotation of the ADSs in any quotation medium. TDK will not be registering or listing the ADSs on any U.S. national securities exchange following delisting. TDK's common stock will remain listed on the Tokyo Stock Exchange and the London Stock Exchange.
- Filing for Deregistration under U.S. Securities Laws
Upon the delisting of the ADSs from the NYSE, TDK plans to file a Form 15F with the SEC to deregister and terminate its reporting obligations under the Exchange Act. Such reporting obligations, including TDK's obligation to file annual reports on Form 20-F and submit reports on Form 6-K, will be immediately suspended upon filing the Form 15F, and deregistration under the Exchange Act will be effective 90 days thereafter, unless the Securities and Exchange Commission objects. However, TDK will continue to disclose financial statements and other information in English on its Internet website at http://www.tdk.co.jp/tetop01/index.html.
- Contact for Holders of ADSs
For ADR inquiries, please contact Citibank ADR Shareholder Services toll free at 1-877-CITIADR (1-877-248-4237) during normal business hours (08:30 AM - 6:00 PM New York Time)
For further information, contact the Corporate Communications Dept.