Notice Concerning the Company Split of the Lighting Business (Simplified Split) and It's Succession by IRIS Ohyama Inc. | ROHM Semiconductor - ROHM Co., Ltd.
Notice Concerning the Company Split of the Lighting Business (Simplified Split)
and It's Succession by IRIS Ohyama Inc.
March 31, 2016
At the meeting of the Board of Directors of ROHM Co. Ltd. ("Company") held on March 31, 2016, it was resolved to divest the Company's lighting business via Company Split ("Divestiture") effective on May 31, 2016, whereupon the business will be acquired by IRIS Ohyama Inc. This Divestiture is a simplified split and since no more than 10% of the Company's net assets as of the last day of the previous fiscal year and no more than 3% of the Company's sales earned in the previous fiscal year are estimated to be reduced as a result of the Divestiture, the Company will shorten certain items and contents in the items it discloses.
1. Objective of the Divestiture
Although the Company has been successful in acquiring semiconductor and electronic device technologies in lighting equipment and lighting systems in its "Optical Device-Related Business," the conditions of the lighting equipment market remains challenging. Pursuant to these conditions and with a goal of strengthening the competitiveness and profitability of the Company's lighting business, the Company has decided to execute the Divestiture and entrust the business to the IRIS Ohyama Inc., a firm that is expanding in the lighting equipment market.
2. Overview of the Divestiture
（1）Schedule of Divestiture
|Board of Directors Meeting for Resolving to Execute Divestiture||March 31, 2016|
|Signing Divestment Contract||March 31, 2016|
|Effective Date||May 31, 2016 (planned date)|
Note: This Divestiture falls under Article 784 Clause 2 of the Companies Act and therefore the Company does not plan to hold a general meeting of shareholders for resolving to execute the Divestiture.
（2）Method of Divestiture
The Divestiture is a Simplified Absorption-Type Split where the Company is the Splitting Company and IRIS Ohyama Inc. is the Succeeding Company.
（3）Assignment of Assets
IRIS Ohyama Inc. is scheduled to allocate about 0.3 billion yen to Company.
（4）Treatment of Share Warrants and Convertible Bonds Following Divestiture
There are no applicable matters.
（5）Change in Capital as a Result of Divestiture
This Divestiture does not have any effect on the Company's capital.
（6）Rights and Obligations Succeeded by Succeeding Company
All assets, rights, and obligations of the Company's lighting business, excluding monetary claims and monetary duties that arise prior to the effective date, will be succeeded by IRIS Ohyama Inc.
（7）Prospects for Fulfillment of Debts
There are no foreseen problems concerning the fulfillment of debt by either the Company or IRIS Ohyama Inc. following the effective date.
（8）Basic Understanding of Assignment of Assets Under this Corporate Restructuring
The Company and IRIS Ohyama Inc. have come to an agreement on the assignment of assets following deliberations and consideration of various matters such as the book value of assets.
3. Outline of the Splitting Company and Succeeding Company
（March 31, 2015）
（December 31, 2015）
|(1) Name||ROHM Co., Ltd.||IRIS Ohyama Inc.|
|(2) Location||21 Saiin Mizosaki-cho, Ukyo-ku, Kyoto 615-8585||2-12-1 Itsutsubashi Aoba-ku, Sendai 980-8510|
|(3) Name and Title of Representative||President Satoshi Sawamura||President Kentaro Ohyama|
|(4) Overview of Business||Development, manufacturing and sales of electronic components including semiconductors||Designing, developing, manufacturing and sales of home-use products|
|(5) Capital||86,969 million yen||100 million yen|
|(6) Date of Establishment||September 17, 1958||April 14, 1971|
|(7) Number of Issued Shares||113,400,000 shares||104,000 shares|
|(8) Fiscal Year End||March||December|
|(9) Major Shareholders and Ratio of Held Shares||
Rohm Music Foundation
The Master Trust Bank of Japan, Ltd. (Trust account)
Japan Trustee Services Bank, Ltd. (Trust account)
|(10) Financials and Business Results of the Previous Fiscal Year|
|Fiscal Period||The fiscal year ended March 31, 2015 (Consolidated)||The fiscal year ended December 31, 2015 (Non- consolidated)|
|Net Assets||752,433 million yen||95,030 million yen|
|Total Assets||864,380 million yen||163,492 million yen|
|Net Assets per Share||6,975.07 yen||960,396.48 yen|
|Net Sales||362,772 million yen||105,895 million yen|
|Operating Income||38,800 million yen||1,666 million yen|
|Ordinary Income||59,218 million yen||8,456 million yen|
Profit Attributable to
Owner's of Parent
|45,296 million yen||3,074 million yen|
|Net Income per Share||420.16 yen||31,076.55 yen|
4. Overview of the Business to be Divested
（1）Business of the Department to be Divested
（2）Operating Result of Department to be Divested
|Net Sales||About 5.7 billion yen (the fiscal year ended March 31, 2015)|
|(Including 2.3 billion yen as net sales of Company's subsidiary, AGLED Co., Ltd. to be signed business transfer contract)|
（3）Value of Assets and Debts to be Transferred
|Type of Asset||Inventory, Cash, Fixed Assets|
|Value of Asset||1.4 billion yen (As of end of February 2016)|
|Type Debt||Reserve Fund|
|Value of Debt||1.05 billion yen|
5. The Company and IRIS Ohyama Inc. Post-Divestment
The trade name, location, representative, business, capital, and fiscal period will not change for neither the Company nor Iris Ohyama Inc. post-divestment.
6. Effect of Divestiture
The Divestiture will have limited effect on the Company's operating results and consolidated financials.
(Reference) Predicted Business Results for Current Fiscal Year (announced on November 5, 2015) and Business Results of Previous Fiscal Year (the fiscal year ended March 31, 2015)
|Net Sales||Operating Income||Ordinary Income||Profit Attributable to Owner's of Parent||Net Income per Share|
|Predicted Business Results for Current Fiscal Year (The fiscal year ending March 31, 2016)||
|Business Results of Previous Fiscal Year (The fiscal year ended March 31, 2015)||362,772||38,800||59,218||45,296||420.16|