|
Form 20-F X
|
Form 40-F __
|
|
SONY CORPORATION
|
|
|
(Registrant)
|
|
|
By: /s/ Kenichiro Yoshida
|
|
|
(Signature)
|
|
|
Kenichiro Yoshida
|
|
|
Executive Deputy President and
|
|
|
Chief Financial Officer
|
| 1. | Purpose of the company-split | |
|
As part of the strategy discussed in the joint announcement made on January 26, 2016 by SCEI and Sony Network Entertainment International LLC titled “Sony Computer Entertainment and Sony Network Entertainment Announce the Formation of Sony Interactive Entertainment LLC”, Sony has decided to transfer its network platform development and operation business, which is currently overseen by the Network Entertainment Division of Sony, to SCEI. By combining the resources of Sony’s hardware, software, content and network businesses in SCEI, Sony is aiming to position the company for enhanced competitiveness, continued expansion and market leadership across these areas.
|
||
| 2. | Summary of the company split | |
| (1) | Schedule of the company split | |
|
Approval of the company split agreement
|
||
| (by the representative corporate executive officer) |
February 22, 2016
|
|
| Execution of the company split agreement | February 22, 2016 | |
| Effective date of the company split | April 1, 2016 (scheduled) | |
|
*
|
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.
|
|
| (2) | Method of the company split | |
| The method of the contemplated company split is an absorption-type company split between Sony (as the splitting company) and SCEI (as the successor company). | ||
| (3) | Details of consideration allotted upon the company split | |
| SCEI will issue 500 common shares of SCEI to Sony upon the completion of the contemplated company split for the assets, liabilities, and other rights and obligations transferred to SCEI. | ||
|
(4)
|
Treatment of stock acquisition rights and bonds with stock acquisition rights of the absorbed company
|
|
| 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 |
|
There will be no increase or decrease of share capital of Sony upon the contemplated company split.
|
|
| (6) | Rights and obligations to be succeeded by the successor company |
| SCEI, 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. | |
| (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 SCEI to perform its obligations that become due after the effective date of the contemplated company split. | |
|
3.
|
Summary of both parties (The numbers shown below are as of March 31, 2015)
|
|
(1)
|
Summary of both parties
|
|
Trade name
|
Sony Corporation
(Splitting Company)
|
Sony Computer Entertainment Inc.
(Successor Company)
|
|
|
Location of head office
|
7-1, Konan 1-chome, Minato-ku, Tokyo, Japan
|
7-1, Konan 1-chome, Minato-ku, Tokyo, Japan
|
|
|
Title and name of Representative
|
Kazuo Hirai
Representative Corporate Executive Officer
|
Andrew House
President
|
|
|
Business
|
Manufacture and sale of electronic and electrical machines and equipment
|
Design, development, manufacture and sale of PlayStation®3-, PlayStation®Vita- and PlayStation®4-related hardware and software
|
|
|
Stated capital
|
¥ 707,038 million
|
¥ 100 million
|
|
|
Date of incorporation
|
May 7, 1946
|
April 1, 2010
|
|
|
Number of shares issued
|
1,169,773,260 shares
|
2,000 share
|
|
|
Fiscal year-end
|
March 31
|
March 31
|
| 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%
|
|
| 4 Goldman, Sachs & Co. Reg | 2.98% | |||
|
5 State Street Bank and Trust Company
|
2.17% |
|
Net assets (negative)
|
¥ 2,928,469 million (consolidated) (Note)
|
(¥ 57,742 million) (non-consolidated)
|
|
|
Total assets
|
¥ 15,834,331 million (consolidated)
|
¥ 199,285 million (non-consolidated)
|
|
|
Net assets per share (negative)
|
¥ 1,982.54 (consolidated)
|
(¥ 28,871,443.20) (non-consolidated)
|
|
|
Net sales
|
¥ 8,215,880 million (consolidated)
|
¥ 811,485 million (non-consolidated)
|
|
|
Operating income
|
¥ 68,548 million (consolidated)
|
¥ 6,875 million (non-consolidated)
|
|
|
Ordinary income
|
¥ 39,729 million (consolidated) (Note)
|
¥ 2,687 million (non-consolidated)
|
|
|
Net income (loss)
|
(¥ 125,980 million) (consolidated) (Note)
|
¥ 3,079 million (non-consolidated)
|
|
|
Net income (loss) per share
|
(¥ 113.04) (consolidated) (Note)
|
¥ 1,539,598.89 (non-consolidated)
|
|
Note:
|
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.
|
| (2) | Summary of business subject to the company split | |
| a. | Business subject to the company split | |
| Network platform development and operation business conducted by the Network Entertainment Division of Sony. | ||
| b. |
Operating results of the business transferred by the company split for the fiscal year ended March 31, 2015
|
|
| Net sales: | ¥ 31,000 million | |
| Gross Profit on Sales | ¥ 30,991 million | |
| Operating Income | ¥ 12,621 million | |
| Ordinary Income | ¥ 12,621 million | |
| c. | Assets and liabilities to be succeeded upon the company split (as of December 31, 2015) | |
| Assets: | ¥ 11,051 million | |
| Liabilities: | ¥ 0 | |
| 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, SCEI plans to change its trade name. There will be no changes in 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 SCEI upon the completion of the contemplated company split. | ||
| 5. | Outlook | |
|
No material impact on Sony’s consolidated financial results is anticipated as a result of the completion of the contemplated company split.
|
||
|
Sales and
operating
revenue
|
Operating
income
|
Income
before
income
taxes
|
Net income (loss) attributable
to Sony Corporation’s
stockholders
|
|
|
Consolidated financial forecast for the fiscal year ending March 31, 2016
|
7,900
|
320
|
345
|
140
|
|
Consolidated financial results for the fiscal year ended March 31, 2015
|
8,216
|
69
|
40
|
(126)
|