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Announcement of Corporate Split
(Incorporation Type Corporate Split Solely Implemented by the Company)

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.

May 27, 2009

It is hereby announced that, at the meeting of the Board of Directors on May 27, 2009, TDK Corporation (hereinafter the "Company") resolved to implement a corporate split effective as of October 1. 2009 (hereinafter the "Corporate Split") of the business conducted by the Company's Capacitors Business Group, Magnetics Business Group, Network Devices Business Group, Sensors & Actuators Business Group and Electronics Components Sales & Marketing Group and other businesses relating or pertaining thereto (hereinafter the "Businesses"), and to transfer the Businesses to TDK-EPC Corporation (hereinafter "TDK-EPC"), a company to be newly incorporated. (As the Corporate Split is an Incorporation Type Corporate Split solely implemented by the Company, certain matters for disclosure have been omitted from this announcement.) The Corporate Split is subject to the approval of the Annual Meeting of Shareholders to be held on June 26, 2009.

Ⅰ  Corporate Split
  1. Purpose of the Corporate Split
    As announced in the press release of July 31, 2008 ("TDK and EPCOS Pursue a Comprehensive Partnership"), the Company and EPCOS AG (hereinafter "EPCOS") executed a Business Combination Agreement on July 31, 2008 and agreed to combine their passive component businesses. The Company has proceeded with the preparations of the following matters: (a) the launch of a public tender offer by the Company for the outstanding shares of EPCOS, (b) the carving out of relevant passive components business by the Company and (c) the combination of such business with EPCOS' business under TDK-EPC.

    The Corporate Split corresponds to item (b) above, and the Company believes that the Corporate Split and the organic integration with EPCOS to be implemented thereafter will enhance management efficiency and competitiveness. The Company considers the aforesaid two matters as the important strategy aimed to make TDK Group a global leading company in the field of electronic components. (As announced in the press release of October 31, 2008 ("TDK takeover offer for EPCOS shares very successful"), the tender offer for the outstanding shares of EPCOS aforementioned in item (a) above has been completed.)
  2. Outline of the Corporate Split
    (1) Schedule of the Corporate Split
    Record Date of the Shareholders Meeting March 31, 2009
    Meeting of the Board of Directors for
    the approval of the Corporate Split
    May 27, 2009
    Execution of the Corporate Split Plan May 27, 2009
    Meeting of the Shareholders Meeting
    for the approval of the Corporate Split
    June 26, 2009 (scheduled)
    Registration Date of Incorporation of
    New Company (Effective Date)
    October 1, 2009 (scheduled)

    (*Note: Stock certificates will not be issued.)

    (2) Method of the Corporate Split
    The Corporate Split is an Incorporation Type Corporate Split, in which the Company and TDK-EPC will be the Splitting Company and the Incorporated Company, respectively.
    (3) Share Allotment
    TDK-EPC will issue 100 ordinary shares upon the Corporate Split, and the Company will receive all of such shares, thus making TDK-EPC a wholly owned subsidiary of the Company.
    (4) Cash Payment
    No cash payment to the Company will be made upon the Corporate Split.
    (5) Calculation of Number of Allotted Shares
    As this is an Incorporation Type Corporate Split implemented solely by the Company, all shares to be issued upon the Corporate Split will be allotted to the Company. As the number of allotted shares can be determined at the Company's discretion, the Company comprehensively considered factors including setting appropriate size of units of contribution and determined that the number of shares to be issued by TDK-EPC, the Incorporated Company, is 100 and TDK-EPC will deliver all the said shares to the Company, the Splitting Company.
    (6) Reduction of Paid in Capital upon the Corporate Split
    The paid in capital of the Company will not change upon the Corporate Split.
    (7) 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 Corporate Split. The Company does not issue any corporate bond with stock acquisition rights.
    (8) Rights and Obligations to be Succeeded to by TDK-EPC
    TDK-EPC will succeed to certain rights and obligations among the assets and liabilities belonging to the Businesses. In addition, the liabilities to be succeeded to pursuant to the Corporate Split will be assumed by TDK-EPC without exempting the Company from such liabilities.
    (9) Prospects for Liability Fulfillment
    As mentioned in (8) above, the liabilities will be succeeded to by TDK-EPC pursuant to the Corporate Split without exempting the Company from such liabilities. The Company foresees no problems in the fulfillment by the Company and TDK-EPC of their liabilities having a maturity date falling on or after the effective date of the Corporate Split (October 1, 2009) due to, among others, the following reasons: (a) the assets and liabilities to be succeeded to by TDK-EPC from the Company pursuant to the Corporate Split, are valued at approximately JPY 310,500 million and approximately JPY 21,900 million, respectively, as of March 31, 2009; (b) the assets and liabilities on the Company's balance sheet, as of March 31, 2009, are valued at approximately JPY 675,500 million and approximately JPY 314,400 million, respectively; (c) no events such as a significant decrease in income or continuing loss affecting the fulfillment by the Company and TDK-EPC of any liability are foreseen to occur in the business activities of the Company and TDK-EPC conducted on or after the effective date of the Corporate Split (October 1, 2009).
    (10) Incoming Directors and Company Auditor at the Incorporated Company
    (a) Directors: Takehiro Kamigama, Klaus Ziegler, Shinichi Araya, Gerhard Pegam, Shiro Nomi
    (b) Company Auditor: Masaaki Miyoshi
  3. Outline of the Companies subject to the Corporate Split
      The Splitting Company
    (as of March 31, 2009)
    The Incorporated Company
    (October 1, 2009 ) (scheduled)
    (1) Company Name TDK Corporation TDK-EPC Corporation
    (2) Business Manufacture and sale of electronic components Manufacture and sale of passive components
    (3) Date of Incorporation December 7, 1935 October 1, 2009 (scheduled)
    (4) Head Office 1-13-1, Nihonbashi, Chuo-ku, Tokyo 1-13-1, Nihonbashi, Chuo-ku, Tokyo
    (5) Title/ Name of Representative Takehiro Kamigama,
    President and
    Chief Executive Officer
    Takehiro Kamigama,
    President and
    Chief Executive Officer
    (6) Paid in Capital JPY 32,641 million JPY 2,000 million
    (7) Total Number of Issued Shares 129,590,659 shares 100 shares
    (8) Net Assets JPY 554,218 million
    (consolidated)
    JPY 288,585 million
    (non consolidated)
    (9) Total Assets JPY 1,101,036 million
    (consolidated)
    JPY 310,491 million
    (non consolidated)
    (10) Fiscal Term March 31 March 31
    (11) Number of Employees 66,429 (consolidated) 2,280 (not consolidated)
    (12) Principal Shareholders and their Shareholding Ratio Japan Trustee Services Bank,
    Ltd. (Trust Account) 12.81%
    The Master Trust Bank of Japan, Ltd. (Trust Account) 12.30%
    Japan Trustee Services Bank,
    Ltd. (Trust Account 4G) 6.59%
    TDK Corporation 100%

    (Note) The numbers of Net assets and Total assets of TDK-EPC are based on those as of March 31, 2009.

  4. Outline of Business subject to the Corporate Split
    (1) Composition of the Business Division subject to the Corporate Split
    The business conducted by the Company's Capacitors Business Group, Magnetics Business Group, Network Devices Business Group, Sensors & Actuators Business Group and Electronics Components Sales & Marketing Group and other businesses relating or pertaining thereto.
    (2) Operating Results of the Business Division subject to the Corporate Split as of the Fiscal Term ending in March 2009
      Performance of the Business Division subject to the Corporate Split (a) Performance of the Company (b) Ratio (a)/ (b)
    Sales 201,355 254,139 79.2%
    (Unit: JPY millions)
    (3) Items and Values of Assets and Liabilities to be Split (as of March 31, 2009)
    Assets Liabilities
    Item Book Value Item Book Value
    Current Assets 60,557 Liabilities 21,906
    Fixed Assets 249,934 Equity 288,585
    Total Assets 310,491 Total 310,491
    (Unit: JPY millions)
  5. Status of the Incorporated Company
    Please refer to Section 3 above ("3. Outline of the Companies subject to the Corporate Split"
  6. Status of the listed Company Following the Corporate Split
    (1) Company Name TDK Corporation
    (2) Business Manufacture and sale of electronic components
    (3) Head Office 13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo
    (4) Title/ Name of Representative Takehiro Kamigama,
    President and Chief Executive Officer
    (5) Paid in Capital JPY 32,641 million
    (6) Net Assets JPY 554,218 million (consolidated)
    (7) Total Assets JPY 1,101,036 million (consolidated)
    (8) End of Fiscal Term March 31

    (Note) The numbers of Net Assets and Total Assets are based on those as of March 31, 2009.


    (9) Prospects for the Future
    Upon the implementation of the Corporate Split, TDK-EPC will be incorporated as a technology, manufacturing and sales company specializing in the passive components business and, as aforementioned in Section 1, the passive components business succeeded to by TDK-EPC and that conducted by EPCOS are planned to be combined under TDK-EPC following the Corporate Split. The Company believes that the Corporate Split and the organic integration with EPCOS to be implemented thereafter will enhance management efficiency and competitiveness. The Company considers the aforesaid two matters as the important strategy aimed to make TDK Group a global leading company in the field of electronic components.
    As TDK-EPC will become a wholly owned subsidiary of the Company, the Corporate Split will have minimal impact on the consolidated financial results. However, with regard to the non-consolidated financial results of the Company, sales attributed to the Businesses will be recorded as sales of TDK-EPC as, following the Corporate Split, TDK-EPC runs the Businesses and the Company becomes the sole parent company of TDK-EPC. For the proportion of sales attributed to the Businesses to the sales of the Company's entire business, please refer to Section 4(2) above.

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

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