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Form 20-F X
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Form 40-F __
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SONY CORPORATION
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(Registrant)
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By: /s/ Masaru Kato
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(Signature)
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Masaru Kato
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Executive Vice President and
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Chief Financial Officer
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1.
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Purpose of the company split
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The purpose of the company split is to transfer Sony’s business with regard to Chemical Products Business mainly operated by SCID in Sony Group to SCID, as a part of the Sale.
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2.
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Summary of the company split
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(1)
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Schedule of the company split
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Approval of the company split agreement
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(by the representative corporate executive officer)
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August 9, 2012
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Execution of the company split agreement
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August 9, 2012
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Effective date of the company split
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September 28, 2012 (scheduled)
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*
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Sony and SCID 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” set forth in Paragraph 3 of Article 784 and the “summary form company split” set forth in Paragraph 1 of Article 796 of the Companies Act of Japan.
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(2)
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Method of the company split
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This is an absorption-type company split between Sony (as the splitting company) and SCID (as the successor company).
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(3)
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Details of the allotment upon the company split
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Because Sony owns all shares of SCID, there will be no issuance of new shares or cash payment upon the completion of the contemplated company split.
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(4)
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Treatment of stock acquisition rights and bonds with stock acquisition rights of the splitting company
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There will be no changes to the treatment of stock acquisition rights of Sony upon the completion of the contemplated company split. No bonds with stock acquisition rights have been issued.
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(5)
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Increase or decrease of share capital upon the company split
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There will be no increase or decrease of share capital upon the contemplated company split.
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(6)
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Rights and obligations to be succeeded by the successor company
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SCID, as the successor company, will succeed to rights and obligations, including assets and liabilities, related to Sony’s Chemical Products Business, as set forth in the company split agreement.
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(7)
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Expectation on the performance capabilities of each party’s obligations
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Sony and SCID expect that the contemplated company split will have no material impact on the performance capabilities of SCID of its obligations which become due after the effective date of the contemplated company split.
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3.
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Summary of both parties (numbers shown below are as of March 31, 2012 or for the fiscal year ended March 31, 2012)
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(1)
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Summary of both parties
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Trade name
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Sony Corporation
(Splitting Company)
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Sony Chemical & Information
Device Corporation
(Successor Company)
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Business
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Manufacture and sale of electronic and electrical machines and equipment
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Manufacture and sale of adhesive materials, optical materials, magnetic devices and other products.
Manufacture of optical disks, magnetic tapes, magnetic devices, laminate substrates, FeliCa cards, medical print media and other products.
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Date of incorporation
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May 7, 1946
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March 5, 1962
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Location of head office
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7-1, Konan 1-chome, Minato-ku, Tokyo
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11-2, Osaki 1-chome, Shinagawa-ku, Tokyo
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Title and name of Representative
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Kazuo Hirai
Representative Corporate Executive Officer
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Takashi Ichinose
Representative Director and President
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Stated capital
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¥ 630,923 million
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¥ 5,480 million
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Number of shares issued
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1,004,638,164 shares
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52,030,000 shares
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Fiscal year-end
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March 31
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March 31
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Major shareholders and
shareholding ratios
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1 Japan Trustee Services Bank, Ltd. (Trust Account) 7.01%
2 Moxley and Co. LLC 6.66%
3 The Master Trust Bank of Japan, Ltd. (Trust Account) 5.10%
4 SSBT OD05 Omnibus Account – Treaty Clients 2.39%
5 Japan Trustee Services Bank, Ltd. (Trust Account 9) 2.08%
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Sony Corporation 100%
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Net assets
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¥ 2,490,107 million (consolidated)
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¥ 35,191 million (non-consolidated)
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Total assets
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¥ 13,295,667 million (consolidated)
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¥ 71,973 million (non-consolidated)
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Net assets per share
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¥ 2,021.66 (consolidated)
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¥ 676.37 (non-consolidated)
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Net sales
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¥ 6,493,212 million (consolidated)
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¥ 84,793 million (non-consolidated)
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Operating income (loss)
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¥ (67,275 million) (consolidated)
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¥ 631 million (non-consolidated)
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Ordinary income (loss)
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¥ (83,186 million) (consolidated) (Note)
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¥ 921 million (non-consolidated)
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Net income (loss)
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¥ (456,660 million) (consolidated)
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¥ (4,409 million) (non-consolidated)
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Net income (loss) per share
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¥ (455.03) (consolidated)
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¥ (84.75) (non-consolidated)
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Note: Since Sony prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States, income (loss) before income taxes is stated in place of ordinary income (loss).
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(2)
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Summary of business subject to the company split
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a.
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Business subject to the company split
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The Chemical Products Business that is described in the company split agreement.
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b.
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Performance results of business unit subject to the company split for the fiscal year ended March 31, 2012
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Net sales:
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¥ 21 million
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c.
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Items and amounts of assets and liabilities to be succeeded upon the company split
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Assets:
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¥ 468 thousand
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Liabilities:
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¥1,427 million
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The above amounts are Sony’s estimates as of December 31, 2011 and described in the company split agreement .
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4.
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Status after the company split
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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 subject to the company split), the stated capital or fiscal year-end of either Sony or SCID upon the completion of the contemplated company split.
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5.
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Outlook
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No material impact on Sony’s consolidated financial results is anticipated as a result of the completion of the contemplated company split. As mentioned in Item 1 above, Sony intends to transfer all of the issued shares of SCID to DBJ as a part of the Sale, which share transfer will be conducted on or after the effective date of the contemplated company split.
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Sales and
operating
revenue
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Operating
income
(loss)
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Income
(loss) before
income taxes
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Net income (loss) attributable
to Sony Corporation’s
stockholders
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Consolidated financial forecast for the fiscal year ending March 31, 2013
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6,800 | 130 | 150 | 20 | ||||||||||||
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Consolidated financial results for the fiscal year ended March 31, 2012
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6,493.2 | (67.3 | ) | (83.2 | ) | (456.7 | ) | |||||||||