OMRON : Announces Spin-Off/Transfer of its MEMS Business through a Simplified Absorption-Type Company Split, Etc.
07/29/2021 | 02:07am EST
July 29, 2021
Company name: OMRON Corporation
Representative: Yoshihito Yamada, President and CEO
Stock Code: 6645
Stock exchanges: Tokyo (First Section)
Contact: Koji Nitto, Senior General Manager
Global Strategy Headquarters
OMRON Announces Spin-Off/Transfer of its MEMS Business through
a Simplified Absorption-Type Company Split, Etc.
OMRON Corporation (HQ; Shimogyo-ku, Kyoto; President and CEO: Yoshihito Yamada) announces that its Board of Directors resolved in its meeting held today to transfer its Micro Electro Mechanical Systems (MEMS) business (hereinafter, the "Business to be Split") to its wholly-owned subsidiary that was established on July 20, 2021 (hereinafter, the "Subsidiary" or the "Successor Company"). The transfer will happen through a simplified absorption-type company split (hereinafter, the "Company Split"), and will take effect on September 30, 2021.
All shares of the Subsidiary will be assigned to Mitsumi Electric Co., Ltd., a subsidiary of MinebeaMitsumi Inc. (hereinafter, the Company Split and the share assignment shall be collectively referred to as the "Company Split, Etc.") on October 1, 2021.
Please note that, as the Company Split is a simplified absorption-type company split involving OMRON and the Subsidiary, some of its disclosure items and details have been omitted from this release.
1. Objectives of the Company Split, Etc.
The Business to be Split is responsible for developing and manufacturing pressure sensors, flow sensors, thermal sensors, and other components that fuse MEMS, CMOS, and analog IC technologies, with primary destinations including OMRON's healthcare business and electronic components business.
While shifting its resources from the device business to the solution business in pursuit of sustainable growth by solving social issues through its businesses, OMRON has decided that it would be best to purchase MEMS devices from external partners specializing in devices. The MinebeaMitsumi Group is an "INTEGRATION manufacturer of precision
components" boasting a wide range of product lines, including bearings, motors, sensors, and semiconductors. The decision to transfer the Business to be Split was made because it was concluded that the transfer of semiconductor process development technology, production technology, and related assets that belong to the Business to be Split would be highly synergistic, helping to expand the Business to be Split and create new businesses.
2. Outline of the Company Split, Etc.
Date of the establishment of the Successor Company
July 20, 2021
Date of the resolution of the Board of Directors
July 29, 2021
Date of the signing of the absorption-type company split
July 29, 2021
Effective date of the Company Split
September 30, 2021 (subject to change)
Date of the share assignment
October 1, 2021 (subject to change)
Note: OMRON will implement the Company Split without seeking the approval of its general meeting of shareholders as it satisfies the requirements for a simplified absorption-type company split prescribed in Article 784, Paragraph 2 of the Companies Act of Japan.
An absorption-type company split in which OMRON is the splitting company and the Subsidiary is the Successor Company.
(3) Details of allocation
The Successor Company will not provide any monetary or other consideration to OMRON in the Company Split.
Treatment of stock acquisition rights and bonds with stock acquisition rights upon the Company Split
Increase/decrease in capital due to the Company Split
There will be no change to OMRON's capital due to the Company Split.
(6) Rights and duties to be transferred to the Successor Company
The Subsidiary will succeed the assets, liabilities, rights and duties, contractual rights and obligations, etc. that OMRON possesses in relation to the Business to be Split to the extent specified in the absorption-type company split agreement.
(7) Prospects for the fulfillment of obligations
OMRON foresees no problems in the fulfillment of obligations by the Subsidiary after the effective date of the Company Split.
3. Overview of the companies involved in the Company Split
Takeshi Yogai, Representative
and sale of MEMS devices
64,100 million yen
50 million yen
May 19, 1948
July 20, 2021
Fiscal year end
The Master Trust Bank of Japan,
Ltd. (trust account)
their holdings (as of
March 31, 2021)
The Splitting Company's financial position and operating results for the latest fiscal year
Year ended March 31, 2021
298,916 million yen
537,742 million yen
Net assets per share
258,494 million yen
6,266 million yen
23,562 million yen
18,503 million yen
Net income per share
4. Overview of the Business to be Split
Business descriptions of the business division to be split Development, manufacture, and sale of MEMS devices
Operating results of the business division to be split
Net sales: 2.3 billion yen (for the year ended March 31, 2021)
(3) Items and book values of the assets and liabilities to be split
Assets1.79 billion yen Liabilities690 million yen Note: The above amounts of the assets and liabilities to be split are current as of March 31,
2021. Accordingly, the actual amounts of the assets and liabilities to be split may differ from the above.
5. Status of the companies involved after the Company Split
It is expected that there will be no changes to the name, location, business, representative, or other pieces of information of OMRON and the Subsidiary as a result of the Company Split. OMRON is planning to assign the single share of the Subsidiary that it holds to Mitsumi Electric Co., Ltd. on October 1, 2021.
6. Overview of the share assignment
Overview of the subsidiary that succeeds the business division to be split (Successor Company)
As described under "Successor Company" of "3. Overview of the companies involved in the Company Split" above
Overview of the company to whom the share will be assigned
The company to whom the share will be assigned
Mitsumi Electric Co., Ltd.
2-11-2, Tsurumaki, Tama-shi, Tokyo
Ryozo Iwaya, Representative Director, President and Chief
Manufacture and sale of electrical machinery
Manufacture and sale of products for electronics industry