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Form 20-F X
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Form 40-F __
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SONY CORPORATION
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(Registrant)
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By: /s/ Kenichiro Yoshida
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(Signature)
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Kenichiro Yoshida
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Executive Vice President and
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Chief Financial Officer
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1.
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Purpose of the company split
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The purpose of this company split is to transfer certain rights and obligations related to a part of Sony’s PC business currently operated in Japan under the VAIO brand to VJ Corporation.
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2.
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Summary of the company split
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(1)
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Schedule of the company split
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Approval of the company split agreement
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(by the representative corporate executive officer of Sony)
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May 27, 2014
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Execution of the company split agreement
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May 28, 2014
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Approval of the company split agreement
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(by the resolution of shareholders meeting of VJ Corporation)
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May 29, 2014 (scheduled)
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Effective date of the company split
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July 1, 2014 (scheduled)
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* Sony will perform the contemplated company split without obtaining shareholder approval of the company split agreement pursuant to the provisions of the “small-scale company split” set forth in Paragraph 3 of Article 784 of the Companies Act of Japan.
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* This company split will become effective subject to necessary regulatory approvals.
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(2)
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Method of the company split
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The method of the contemplated company split is an absorption-type company split between Sony (as the splitting company) and VJ Corporation (as the successor company).
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(3)
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Details of consideration allotted upon the company split
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There will be no issuance of new shares or cash payment upon the completion of the contemplated company split.
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(4)
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Treatment of stock acquisition rights and bonds with stock acquisition rights of the splitting company
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There will be no changes to the treatment of stock acquisition rights or bonds with stock acquisition rights issued by Sony upon the completion of the contemplated company split.
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(5)
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Increase or decrease of stated capital upon the company split
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There will be no increase or decrease of share capital of Sony upon the contemplated company split.
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(6)
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Rights and obligations to be succeeded by the successor company
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VJ Corporation, as the successor company, will succeed to certain rights and obligations related to a part of Sony’s PC business currently operated in Japan under the VAIO brand, as set forth in the company split agreement.
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(7)
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Expectation on the performance capabilities of each party’s obligations
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Sony expects that the contemplated company split will have no material impact on the performance capabilities of VJ Corporation in respect of its obligations which will be transferred to VJ Corporation by the contemplated company split.
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3.
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Basis of calculation of the consideration allotted upon the company split
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Sony and VJ Corporation have agreed that there will be no issuance of new shares or cash payment as consideration upon the contemplated company split, based on both parties’ discussion related to the certain rights and obligations which will be transferred to VJ Corporation.
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4.
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Summary of each party (Numbers shown below are as of March 31, 2014 or for the fiscal year ended March 31, 2014 for Sony and as of date of incorporation for VJ Corporation)
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(1)
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Summary of each party
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Trade name
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Sony Corporation
(Splitting Company)
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VJ Corporation
(Successor Company)
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Business
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Manufacture and sale of electronic and electrical machines and equipment
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Manufacture, sale, plan and development of PC and PC related equipment
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Date of incorporation
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May 7, 1946
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April 23, 2014
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Location of head office
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7-1, Konan 1-chome, Minato-ku, Tokyo, Japan
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1-1, Marunouchi 2-chome, Chiyoda-ku,Tokyo, Japan
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Title and name of Representative
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Kazuo Hirai
Representative Corporate Executive Officer
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Kiyoshi Inoue
CEO
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Stated capital
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¥ 646,654 million
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¥ 25,000
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Number of shares issued
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1,044,707,767 shares
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1 share
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Fiscal year-end
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March 31
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March 31
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Major shareholders
and shareholding ratios
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1 Moxley and Co. LLC 9.00%
2 The Bank of New York Mellon SA/NV 10 4.59%
3 The Master Trust Bank of Japan, Ltd. (Trust Account) 4.28%
4 Japan Trustee Services Bank, Ltd. (Trust Account) 3.99%
5 State Street Bank and Trust Company 1.80%
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Kiyoshi Inoue 100.0%
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Net assets
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¥ 2,783,141 million (consolidated) (Note)
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¥ 50,000 (non-consolidated)
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Total assets
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¥ 15,333,720 million (consolidated)
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¥ 50,000 (non-consolidated)
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Net assets per share
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¥ 2,163.63 (consolidated) (Note)
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¥ 50,000 (non-consolidated)
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Sales and operating revenue
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¥ 7,767,266 million (consolidated)
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-
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Operating income
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¥ 26,495 million (consolidated)
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Ordinary income
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¥ 25,741 million (consolidated) (Note)
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Net income (loss)
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(¥ 128,369) million (consolidated) (Note)
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Net income (loss) per share
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(¥ 124.99) (consolidated) (Note)
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-
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Note:
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Since Sony prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States, “total equity”, “stockholders’ equity per share”, “income before income taxes”, “net income (loss) attributable to stockholders of Sony” and “net income (loss) attributable to stockholders of Sony per share” are stated in place of “net assets”, “ordinary income”, “net income (loss)” and “net income (loss) per share” respectively.
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(2)
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Summary of business subject to the company split
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a.
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Business subject to the company split
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A part of Sony’s PC business currently operated in Japan under the VAIO brand
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b.
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Operating results of the business transferred by the company split for the fiscal year ended March 31, 2014
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Net sales:
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¥ 276,489 million
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Gross operating income
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¥ (13,688 million)
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Operating income
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¥ (35,267 million)
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Ordinary income
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¥ (59,665 million)
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c.
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Assets and liabilities to be succeeded upon the company split
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Assets:
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¥ 0 million
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Liabilities:
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¥ 0
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5.
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Status after the company split
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There will be no changes in the trade name, the location of the head office, the title and name of representatives, the business (excluding the business transferred by the contemplated company split), the stated capital or fiscal year-end of Sony upon the completion of the contemplated company split. In conjunction with the contemplated company split, Sony will transfer a part of Sony’s PC business currently operated in Japan under the VAIO brand and certain related assets (including those which are under the control of Sony’s subsidiaries) to VJ Corporation, with a target for completion of the effective date. Also, Sony will indirectly acquire 5% of the issued voting shares of VJ Corporation by investing 50 million yen in the parent company of VJ Corporation on the effective date of the company split. The parent company will wholly own VJ Corporation and will be a wholly-owned company of Japan Industrial Partners IV Investment Limited Partnership which is controlled and operated by Japan Industrial Partners, Inc., by the effective date of the company split. After the completion of these processes, including the contemplated company split, VJ Corporation will change its trade name to VAIO Corporation.
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6.
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Outlook
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No impact on Sony’s consolidated financial forecast for the fiscal year ending March 31, 2015 is anticipated as a result of the completion of the contemplated company split.
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(For reference) Sony’s consolidated financial forecast for the fiscal year ending March 31, 2015, which was announced on May 14, 2014, and its consolidated financial results for the fiscal year ended March 31, 2014.
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Sales and
operating
revenue
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Operating
income
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Income
before
income
taxes
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Net loss attributable to Sony
Corporation’s stockholders
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Consolidated financial forecast for the fiscal year ending March 31, 2015
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7,800 | 140 | 130 | (50 | ) | |||||||||||
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Consolidated financial results for the fiscal year ended March 31, 2014
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7,767.3 | 26.5 | 25.7 | (128.4 | ) | |||||||||||