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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 Deputy President and
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Chief Financial Officer
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| 1. | Purpose of the company-split | |
| As part of the mid-term strategy announced on February 18, 2015, in order to ensure implementation of 1) clearly attributable accountability and responsibility from the perspective of shareholders, 2) management policies with an emphasis on sustainable profit generation, and 3) the acceleration of decision-making processes and reinforcement of business competitiveness, Sony outlined its intention to sequentially split out the business units currently within Sony and operate them alongside existing Sony Group companies. | ||
| As a part of such strategy, as was announced on October 6, 2015 in a press release titled “Sony Semiconductor Solutions Corporation to be Established: Reinforcing Devices Segment”, in order to reinforce the Devices segment, today Sony has decided to transfer its R&D, business control, sales and other operations related to the semiconductor business, each of which is currently overseen by business groups and R&D groups within Sony, to SSS. Image sensors will be a primary area of focus for the semiconductor business. | ||
| 2. | Summary of the company split | |
| (1) | 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)
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February 22, 2016
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| Execution of the company split agreement | February 22, 2016 | |
| Effective date of the company split | April 1, 2016 (scheduled) | |
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*
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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” as set forth in Paragraph 2 of Article 784 of the Companies Act of Japan.
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| (2) | 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 SSS (as the successor company).
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| (3) | Details of consideration allotted upon the company split | |
| SSS will issue 99,999 common shares of SSS to Sony upon the completion of the contemplated company split for the assets, liabilities, agreements, and other rights and obligations transferred to SSS. | ||
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(4)
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Treatment of stock acquisition rights and bonds with stock acquisition rights of the absorbed company
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| There will be no changes to the treatment of stock acquisition rights or bonds with stock acquisition rights of Sony upon the completion of the contemplated company split. | |
| (5) | Increase or decrease of share 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) | Rights and obligations to be succeeded by the successor company |
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SSS, as the successor company, will succeed to certain rights and obligations related to the semiconductor business, such as assets, liabilities and agreements, as set forth in the company split agreement.
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| (7) | Expectation on the performance capabilities of each party’s obligations |
| Sony expects that the contemplated company split will have no material impact on the ability of SSS to perform its obligations that become due after the effective date of the contemplated company split. | |
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3.
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Summary of both parties (The numbers shown below are as of March 31, 2015 for Sony and November 9, 2015 for SSS)
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(1)
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Summary of both parties
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Trade name
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Sony Corporation
(Splitting Company)
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Sony Semiconductor Solutions Corporation
(Successor Company)
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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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14-1, Asahi-machi 4-chome, Atsugi, Kanagawa, Japan
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Title and name of Representative
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Kazuo Hirai
Representative Corporate Executive Officer
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Terushi Shimizu
President
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Business
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Manufacture and sale of electronic and electrical machines and equipment
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Design, development, manufacture and sale of semiconductor and related products
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Stated capital
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¥ 707,038 million
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¥ 1
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Date of incorporation
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May 7, 1946
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November 9, 2015
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Number of shares issued
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1,169,773,260 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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| 1 Citibank as Depositary Bank for Depositary Receipt Holders | 10.93% | |||
| 2 The Master Trust Bank of Japan, Ltd. (Trust Account) | 4.56% | |||
| Major shareholders and shareholding ratio | 3 Japan Trustee Services Bank, Ltd. (Trust Account) | 4.34% |
Sony Corporation 100%
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| 4 Goldman, Sachs & Co. Reg | 2.98% | |||
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5 State Street Bank and Trust Company
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2.17% |
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Net assets
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¥ 2,928,469 million (consolidated) (Note)
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¥ 1 (non-consolidated)
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Total assets
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¥ 15,834,331 million (consolidated)
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¥ 1 (non-consolidated)
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Net assets per share
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¥ 1,982.54 (consolidated)
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¥ 1 (non-consolidated)
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Net sales
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¥ 8,215,880 million (consolidated)
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-
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Operating income
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¥ 68,548 million (consolidated)
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-
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Ordinary income
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¥ 39,729 million (consolidated) (Note)
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-
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Net income (loss)
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(¥ 125,980 million) (consolidated) (Note)
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-
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Net income (loss) per share
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(¥ 113.04) (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”, “income before income taxes”, “net income (loss) attributable to Sony's stockholders” and “net income (loss) attributable to Sony's stockholders per share of common stock” are stated in place of “net assets”, “ordinary income”, “net income (loss)” and “net income (loss) per share” respectively.
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| (2) | Summary of business subject to the company split | |
| a. | Business subject to the company split | |
| Sony’s semiconductor-related business (the business currently conducted by the Device Solutions Businesses Group, excluding the Storage Media Division and the Energy Division, and the semiconductor-related business in the Device & Material R&D Group of the RDS Platform). | ||
| b. |
Operating results of the business transferred by the company split for the fiscal year ended March 31, 2015
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| Net sales: | ¥ 338,261 million | |
| Gross Profit on Sales | ¥ 61,238 million | |
| Operating Income | ¥ 24,873 million | |
| Ordinary Income | ¥ 23,926 million | |
| c. | Assets and liabilities to be succeeded upon the company split (as of December 31, 2015) | |
| Assets: | ¥ 57,478 million | |
| Liabilities: | ¥ 3,425 million | |
| 4. | Status after the company split | |
| 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. Upon the completion of the contemplated company split, SSS plans to increase its slated capital to ¥400 million. 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) or fiscal year-end of SSS upon the completion of the contemplated company split. | ||
| 5. | Outlook | |
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No material impact on Sony’s consolidated financial results is anticipated as a result of the completion of the contemplated company split.
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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 income (loss) attributable to Sony Corporation’s stockholders
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Consolidated financial forecast for the fiscal year ending March 31, 2016
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7,900
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320
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345
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140
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Consolidated financial results for the fiscal year ended March 31, 2015
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8,216
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69
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40
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(126)
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