Notice Regarding Simplified Company Split with Consolidated Subsidiary
Company Name: Konica Minolta Holdings, Inc.
Representative Name: Masatoshi Matsuzaki, President and CEO
Local Securities Code Number: 4902
Contact: Yuji Suzuki, General Manager, Corporate Communications & Branding Division
Tel: (81) 3-6250-2100
Tokyo (January 31, 2012) - Konica Minolta Holdings, Inc. (“the Company”) today announced that its Board of Directors determined at a meeting held today that the Company will transfer its LA Business Division which promotes business development for new functional materials including OLED* lighting to Konica Minolta Opto, Inc. (“KMOT”), a wholly-owned subsidiary of the Company, through an absorption-type company split. The transaction is expected to become effective on April 1, 2012.
*OLED: Organic Light Emitting Diode
Because this is a company split by which the Company's wholly-owned subsidiary succeeds to a business division, some of the matters and content are omitted from this disclosure.
1. Purpose of the company split
The Company has been driving business development for commercialization of OLED lighting and functional materials continuously increasing in the growth markets through initiatives by LA Business Division. By splitting the new business themes relating to those fields, along with the organization, and transferring them to KMOT, a Business Company within the Konica Minolta Group, the Company will be utilizing, in pursuit of what is utmost optimal for the Group, the production technologies, facilities and human resources KMOT has fostered for many years in growing its businesses including protective film for LCD polarizers. Through the planned company split, the Company seeks to expand the scope of operations in its functional materials and film businesses and accelerate development of new businesses.
2. Summary of the company split
(1) Schedule of the company split
| Approval by Board of Directors | January 31, 2012 |
|---|---|
| Execution of Company Split Agreement | February 8, 2012 (planned) |
| Shareholder Meeting (KMOT) | February 23, 2012 (planned) |
| Effective Date of Company Split | April 1, 2012 (planned) |
Note:The Company will conduct the transaction of company split as simplified absorption-type company split that does not require approval of the shareholders meeting of the Company under Article 784, paragraph 3 of Companies Act of Japan.
(2) Method of the company split
The transaction is a simplified absorption-type company split in which the Company is the splitting company and KMOT is the succeeding company.
(3) Allotment of shares relating to the company split
KMOT is expected to issue 1,000 common shares and allot them to the Company.
(4) Treatment of stock acquisition rights and bonds with stock acquisition rights as a result of the company split
No changes are expected to the stock acquisition rights or the bonds with stock acquisition rights issued by the Company.
(5) Increase or decrease in capital as a result of the company split
No increase or decrease in the Company’s capital is expected as a result of the company split.
(6) Rights and obligations assumed by the succeeding company
Through the company split transaction, the succeeding company is expected to assume the assets and liabilities, contractual status and other rights and obligations of the splitting company relating to the new businesses involving OLED lighting and functional materials continuously increasing in the growth markets.
(7) Expectation on the performance capabilities of each party's obligations
As the transaction is a simplified absorption-type company split from the Company to its wholly-owned subsidiary, KMOT, the Company deems that the company split will have no material impact on the performance capabilities for the splitting company or the succeeding company.
(8) Summary of parties in the company split
| Splitting company | Succeeding company | ||
|---|---|---|---|
| (1) Trade name | Konica Minolta Holdings, Inc. | Konica Minolta Opto, Inc. | |
| (2) Location of head office | 1-6-1, Marunouchi, Chiyoda-ku, Tokyo | 2970 Ishikawa-machi, Hachioji-shi, Tokyo | |
| (3) Title and name of representative | Masatoshi Matsuzaki, President and CEO | Takashi Matsumaru, Representative Director and President | |
| (4) Description of business | Holding company (drafting and implementation of group management strategies, as well as supervision, management and coordination of group management) | Manufacturing and sale of optical products (such as pickup lenses) and electronic materials (such as TAC films) | |
| (5) Capital | ¥37,519 million | ¥500 million | |
| (6) Date of incorporation | December 22, 1936 | October 1, 2002 | |
| (7) Number of shares issued | 531,664,337 shares | 20,000 shares | |
| (8) Fiscal year-end | March 31 | March 31 | |
| (9) Major shareholders and shareholding ratios (as of September 30, 2011) |
Japan Trustee Services Bank, Ltd. (Trust account) | 6.82 % | Konica Minolta Holdings, Inc. 100 % |
| The Master Trust Bank of Japan, Ltd. (Trust account) | 5.22 % | ||
| The Bank of Tokyo-Mitsubishi UFJ, Ltd. |
2.91 % | ||
| State Street Bank and Trust Company 505223 (Standing proxy: Settlement & Clearing Services Division, Mizuho Corporate Bank, Ltd.) | 2.61 % | ||
| Nippon Life Insurance Company | 2.25 % | ||
| (10) Financial results for and financial conditions as of the most recent fiscal year | Fiscal year ended March 31, 2011 (consolidated, in millions of yen) | Fiscal year ended March 31, 2011 (non-consolidated, in millions of yen) | |
| Net assets | 428,987 | 29,333 | |
| Total assets | 845,453 | 96,209 | |
| Net assets per share (yen) | 806.53 | 1,466,661.73 | |
| Net sales | 777,953 | 129,738 | |
| Operating income | 40,022 | 10,695 | |
| Ordinary income | 33,155 | 9,448 | |
| Net income | 25,896 | 4,865 | |
| Net income per share (yen) | 48.84 | 243,295.27 | |
(9) Summary of operations subject to the company split
(a) Description of operations subject to the company split
Promotion of business design development for commercialization and initial launching of businesses relating to OLED lighting and functional materials continuously increasing in the growth markets.
(b) Operating results of operations subject to the company split
As the business themes on which the division subject to the company split works are either in a preparatory stage to seek customers, among others, or in a technical development stage for commercialization, no revenue is estimated at this time.
(c) Assets and liabilities relating to the operations subject to the company split (as of December 31, 2011)
（in millions of yen）
| Item | Book value | Item | Book value |
|---|---|---|---|
| Assets | 841 | Liabilities | 413 |
Note:The value of assets and liabilities to succeed is estimated based on the status as of December 31, 2011. The actual value of assets and liabilities to succeed may vary from the values listed above.
(10) Conditions of the Company after the company split
No changes are expected with respect to trade name, location of head office, representative’s name and title, operations, capital or fiscal year after the company split.
(11) Outlook
As the transaction is a simplified absorption-type company split with a wholly-owned subsidiary, there will be no impact on the Company’s consolidated financial results. In addition, no material impact is expected on the Company’s non-consolidated financial results.