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    6645   JP3197800000

OMRON CORPORATION

(6645)
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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

Phone: +81-75-344-7175

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.

(1) Timeline

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

agreement

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.

(2) Method

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.

  1. Treatment of stock acquisition rights and bonds with stock acquisition rights upon the Company Split
    Not applicable
  2. 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.

2

(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

Splitting Company

Successor Company

(1)

Name

OMRON Corporation

SHIGA

SEMICONDUCTOR

Co., Ltd.

(2)

Location

Shiokoji

Horikawa,

686-2,

Ichimiyake, Yasu-shi,

Shimogyo-ku, Kyoto

Shiga

(3)

Representative

Yoshihito Yamada,

President

Takeshi Yogai, Representative

and CEO

Director

(4)

Manufacture,

sale,

etc.

of

Development, manufacture,

Business

electrical

machinery

and

and sale of MEMS devices

equipment

(5)

Capital

64,100 million yen

50 million yen

(6)

Established

May 19, 1948

July 20, 2021

(7)

Shares issued

and

206,244,872 shares

1 share

outstanding

(8)

Fiscal year end

March 31

March 31

(9)

Principal

The Master Trust Bank of Japan,

shareholders

and

OMRON Corporation

Ltd. (trust account)

their holdings (as of

100.00%

15.86%

March 31, 2021)

(10)

The Splitting Company's financial position and operating results for the latest fiscal year

(non-consolidated)

Fiscal year

Year ended March 31, 2021

Net assets

298,916 million yen

Total assets

537,742 million yen

Net assets per share

1,482.20 yen

Net sales

258,494 million yen

Operating income

6,266 million yen

Ordinary income

23,562 million yen

Net income

18,503 million yen

Net income per share

91.74 yen

4. Overview of the Business to be Split

  1. Business descriptions of the business division to be split Development, manufacture, and sale of MEMS devices
  2. Operating results of the business division to be split

Net sales: 2.3 billion yen (for the year ended March 31, 2021)

3

(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

  1. 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
  2. Overview of the company to whom the share will be assigned

The company to whom the share will be assigned

(1)

Name

Mitsumi Electric Co., Ltd.

(2)

Location

2-11-2, Tsurumaki, Tama-shi, Tokyo

(3)

Representative

Ryozo Iwaya, Representative Director, President and Chief

Executive Officer

(4)

Manufacture and sale of electrical machinery

Manufacture and sale of products for electronics industry

applications, measurement equipment, optical equipment,

Business

medical and hygienic equipment

Manufacture and sale of metals industry products and metal

materials

Manufacture and sale of ceramic products

(5)

Capital

20.0 billion yen

(6)

Established

January 1954

(7)

Principal shareholder

MinebeaMitsumi Inc.: 100%

and its holdings

(8)

Capital

None

Relationship

with

relationship

OMRON Corporation

Personnel

None

relationship

4

Transactional

Purchase of each other's products, etc.

relationship

Status as a

None

related party

  1. Number of shares to be assigned, assignment price, and number of shares held and voting rights ownership before and after the assignment
  1. Number of shares to be assigned: 1 share
  2. Assignment price: Not disclosed (for contractual confidentiality obligations)
  3. Number of shares held and equity ownership before the assignment: 1 share (Voting rights ownership: 100%)
  4. Number of shares held and equity ownership after the assignment: 0 shares (Voting rights ownership: 0%)

7. Outlook

The Company Split will have no major impact on OMRON Corporation's financial results for the fiscal year ending March 31, 2022.

End

5

Disclaimer

Omron Corporation published this content on 29 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 July 2021 06:06:10 UTC.


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Sales 2022 774 B 6 831 M 6 831 M
Net income 2022 70 512 M 622 M 622 M
Net cash 2022 220 B 1 943 M 1 943 M
P/E ratio 2022 31,0x
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Free-Float 95,3%
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Technical analysis trends OMRON CORPORATION
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Income Statement Evolution
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Mean consensus OUTPERFORM
Number of Analysts 16
Last Close Price 10 870,00 JPY
Average target price 11 893,75 JPY
Spread / Average Target 9,42%
EPS Revisions
Managers and Directors
Yoshihito Yamada President, CEO & Representative Director
Koji Nitto CFO, Director & Senior Managing Executive Officer
Fumio Tateishi Chairman
Kiichiro Miyata CTO & Representative Director
Eizo Kobayashi Independent Outside Director
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