Notice of the Transfer of the Domestic Optometry Sales & Distribution Business to a Newly-established Company by Incorporation-type Corporate Split
TOPCON CORPORATION (the “Company”) hereby announces that its board of directors approved today that effective on November 1, 2012 the Company will transfer its domestic optometry sales & distribution business to the newly established sales and distribution company, Topcon Vision Care Japan Co., Ltd. (the “NewCo”) through incorporation-type corporate split as follows.
(NB: As the corporate split involves only one party conducted within the group, disclosure of details has been abbreviated.)
1. Purpose of the Corporate Split
By separating the domestic optometry sales & distribution business to a new entity, we aim to improve management efficiency and accelerate decision-makings to clarify responsibility and authority of operating results.
2. Details of the Corporate Split
(1)ScheduleOctober 2, 2012:Approval by the Board of Directors of the corporate split plan.
The corporate split will be implemented without obtaining approval by a resolution of a shareholders meeting, pursuant to the provision of Article 805 of the Companies Act of Japan.
November 1, 2012:Effective date of the corporate split (plan)
(2)Method of Corporate SlitThe Company will be the splitting company and NewCo will be the succeeding company.
(3)Details of AllotmentAll 100 shares issued by the New Coshall be allocated to the Company.
(4)Reduction of Capital due to Corporate SplitThere will be no capital reduction as a result of the corporate split.
(5)Treatment of Warrant and Convertible Bond of the CompanyThe Company has issued neither warrant nor convertible bond.
(6)Rights and Obligations to be Succeeded by NewCoAs of the effective date of the corporate split, NewCo will succeed the assets, liabilities, contracts and all other rights and obligations related to the sales, distribution, marketing and aftercare services (including maintenance and repair) of domestic optometry instruments business (including lens processing instruments) operated by domestic optometry group’s domestic sales division within the Eye Care Company of the Company.
(7)Fulfillment of ObligationsThere will be no issues regarding any fulfillment of obligations borne by the Company and NewCo after the corporate split.
3. Summary of the Companies Involved in the Corporate Split
(as of March 31, 2012)
(as of November 1, 2012)
|(1) Name||Topcon Corporation||Topcon Vision Care Japan, Co., Ltd.|
|(2) Business||Manufacture, sale, lease, import and export, and rental of products, parts, accessories and related software for optomechanical instruments, measuring instruments, medical machinery instruments, electrical instruments, glasses, and other precision optometry and machineries.||Trade, sale, repair, maintenance, lease, import and export, and rental of products, parts and accessories for lens processing instruments and optometry instruments; related instruments such as deodorizers and filter devices, related software and second hand products of the above.|
|(3) Established||September 1, 1932||November 1, 2012 (plan)|
|(4) Head Office||75-1, Hasunumacho Itabashi-ku, Tokyo Japan||75-1, Hasunumacho Itabashi-ku, Tokyo Japan|
|(5) Representative||President, Norio Uchida||President, Hisanori Akiyama|
|(6) Capital||10,297 million yen||100 million yen|
|(7) Shares Outstanding||92,688,342 shares||100 shares|
|(8) Fiscal Year End||March 31||March 31|
|(9) Major Shareholders and Ownership (%)||Toshiba 35.13%,|
Taiyo Fund, L.P. 16.34%,
State Street Bank and Trust Company 505103 4.75%
Dai-ichi Mutual Life Insurance 4.35%
The Master Trust Bank of Japan, (Trust Account) 2.17%
|Topcon Corporation 100%|
4. Financial Status of the Company after the Corporate Split (consolidated as of March 31, 2012)
|(1) Net Assets||33,064 million yen|
|(2) Total Assets||120,777 million yen|
|(3) Net Assets per share||352.71 yen|
|(4) Revenues||98,834 million yen|
|(5) Operating Income||2,080 million yen|
|(6) Ordinary Income||467 million yen|
|(7) Net Income||-3,686 million yen|
|(8) Net Income per share||-39.80 yen|
5. Summary of the Business Division to be Split Off
Sales, distribution, marketing and aftercare services (including maintenance and repair) of domestic optometry instruments business (including lens processing instruments) operated by domestic optometry group’s domestic sales division within the Eye Care Company of the Company.
6. Status of the Company as a Listed Company after the Corporate Split
There will be no changes to the company name, description of business, location of the head office, representative, capital, and fiscal year as a result of the corporate split.
As the NewCo will be a wholly-owned subsidiary of the Company, no major impact is expected on the Company’s consolidated operating results. Additionally, minimal impact is expected on the Company’s business on non-consolidated basis.