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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 purposes of the company split is to transfer Sony’s business with regard to the planning, development and sales of small- and medium-sized LCD devices to SMD in advance of the transfer of all of the issued shares of SMD from Sony to Japan Display Inc. (which is planned to be established by INCJ, Sony, Toshiba and Hitachi) (“Japan Display”), which share transfer forms a part of the Business Integration.
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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 | February 10, 2012 | |
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(by the representative corporate executive officer)
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| Execution of the company split agreement | February 10, 2012 | |
| Effective date of the company split | March 30, 2012 (scheduled) | |
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*
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Sony and SMD 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 SMD (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 SMD, there will be no issuance of new shares or cash payment upon 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 on the treatment of stock acquisition rights and bonds with stock acquisition rights of Sony upon the contemplated company split.
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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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SMD, as the successor company, will succeed to rights and obligations, including assets and liabilities, relating to Sony’s business with regard to the planning, development and sales of small- and medium-sized LCD devices, 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 SMD expect that the contemplated company split will not have a material impact on the performance capabilities of SMD 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, 2011 or for the fiscal year ended March 31, 2011)
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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 Mobile Display 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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Development, design, production and sale of small/mid-sized LCD devices and organic light-emitting diode display devices
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Date of incorporation
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May 7, 1946
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October 22, 1997
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Location of head office
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7-1, Konan 1-chome, Minato-ku, Tokyo
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50, Kamifunaki, Ogawa, Higashiura-cho, Chita-gun, Aichi
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Title and name of Representative
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Howard Stringer
Representative Corporate Executive Officer
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Shuji Aruga
Representative Director and President
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Stated capital
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¥ 630,921 million
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¥ 23,100 million
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Number of shares issued
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1,004,636,664 shares
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1,356,870 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 Moxley and Company
2 Japan Trustee Services Bank, Ltd. (Trust Account)
3 The Master Trust Bank of Japan, Ltd. (Trust Account)
4 State Street Bank and Trust Company
5 SSBT OD05 Omnibus Account – Treaty Clients
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8.21%
6.21%
4.71%
2.13%
2.06%
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Sony Corporation 100%
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Net assets
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¥ 2,936,579 million (consolidated)
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¥ 31,698 million (non-consolidated)
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Total assets
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¥ 12,924,988 million (consolidated)
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¥ 80,636 million (non-consolidated)
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Net assets per share
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¥ 2,538.89 (consolidated)
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¥ 23,361.43 (non-consolidated)
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Net sales
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¥ 7,181,273 million (consolidated)
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¥ 141,199 million (non-consolidated)
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Operating income (loss)
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¥ 199,821 million (consolidated)
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¥ (5,509 million) (non-consolidated)
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Ordinary income (loss)
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¥ 205,013 million (consolidated) (Note)
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¥ (6,372 million) (non-consolidated)
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Net income (loss)
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¥ (259,585 million) (consolidated)
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¥ (5,380 million) (non-consolidated)
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Net income (loss) per share
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¥ (258.66) (consolidated)
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¥ (3,965.16) (non-consolidated)
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Note:
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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 unit subject to the company split
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a.
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Summary of business subject to the company split
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Small- and medium-sized LCD devices utilizing low temperature poly-silicon TFT or amorphous poly-silicon TFT in their driving unit (excluding LCD devices utilizing high temperature poly-silicon TFT in their driving unit and LCD devices to be fitted for television monitors).
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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, 2011
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Net sales:
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¥ 133,306 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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¥ 1,046 million
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Liabilities:
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¥ 1,047 million
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The above amounts are Sony’s estimates as of December 31, 2011 on the assumption that the company split would be effective on March 30, 2012.
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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 SMD upon 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 contemplated company split. As mentioned in item 1 above, Sony intends to transfer all of the issued shares of SMD to Japan Display as a part of the Business Integration, 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, 2012
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6,400 | (95 | ) | (115 | ) | (220 | ) | |||||
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Consolidated financial results for the fiscal year ended March 31, 2011
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7,181.3 | 199.8 | 205.0 | (259.6 | ) |