| October 30, 2009 |
Notice of Transfer of Apparel OEM Business to Consolidated Subsidiary by Corporate Divestiture
Mitsubishi Corporation (MC) today announced that it has decided to conduct a corporate divestiture to transfer the apparel OEM business of its Head Office Textiles Division to wholly owned subsidiary MC Fashion Co., Ltd. (MCF), as detailed below.
Some details have been omitted from this press release, however, because this is a simple divestiture to a wholly owned subsidiary.
1. Aim of the Corporate Divestiture
MC’s Textiles Division has expanded the apparel OEM business using subsidiaries. This corporate divestiture is being conducted to more precisely respond to customers’ expectations by integrating business management, which should result in leaner and faster operations.
2. Overview of the Corporate Divestiture
(1) Corporate Divestiture Schedule
The corporate divestiture will be conducted in two stages for procedural reasons.
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1st Stage
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2nd Stage
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Board of Directors’ meeting approving corporate divestiture
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October 30, 2009
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October 30, 2009
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Conclusion of corporate divestiture agreement
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November 6, 2009 (planned)
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January 29, 2010 (planned)
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Corporate divestiture date
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January 1, 2010 (planned)
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April 1, 2010 (planned)
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*As this is a simplified corporate divestiture, shareholder approval will not be sought.
*MCF plans to hold a Board of Directors’ meeting and a general meeting of shareholders on November 6, 2009 and November 16, 2009, respectively, to approve this divestiture.
(2) Corporate Divestiture Method
As the divesting company, Mitsubishi Corporation will spin off and transfer the applicable business to MCF, which is the succeeding company.
(3) Details of Share Allotments Related to Corporate Divestiture
Plans call for MCF to allot 2,000 shares in the first-stage divestiture and 20,000 shares in the second-stage divestiture to Mitsubishi Corporation.
(4) Decrease in Common Stock, etc. Due to Corporate Divestiture
There will be no change in Mitsubishi Corporation’s common stock, etc. due to this corporate divestiture.
(5) Handling of Stock Acquisition Rights and Bonds With Stock Acquisition Rights of Divesting Company
MC has issued stock acquisition rights and bonds with stock acquisition rights, but there will be no change in the handling of these due to this corporate divestiture.
(6) Rights and Obligations Assumed by the Succeeding Company
The succeeding company will take over all assets and liabilities belonging to the business in question as well as associated rights and obligations.
(7) Prospects for Fulfillment of Financial Obligations
Mitsubishi Corporation is expected to fulfill all obligations following this corporate divestiture.
3. Profiles of the Companies Concerned With This Corporate Divestiture (As of October 1, 2009*)
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① Company
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Mitsubishi Corporation
(Divesting Company)
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MC Fashion Co., Ltd.
(Succeeding Company)
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② Business Activities
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MC is involved in a broad range of businesses. These include domestic and overseas trading of products in the fields of energy, metals, machinery, chemicals and living essentials. MC also provides diverse types of business services in the areas of information, financing, logistics and other services, while investing in business projects on a global scale.
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Manufacture and sale of apparel; sale of yarn and knitted fabrics, etc.; and apparel sales, production management and delivery administration under contract
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③ Date Established
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April 1, 1950
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May 17, 2002
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④ Head Office
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Tokyo
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Tokyo
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⑤ President and CEO
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Yorihiko Kojima
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Katsuya Ogawa
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⑥ Common Stock
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202.8 billion yen
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0.8 billion yen
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⑦ Shares of Common Stock Issued
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1,642,904 thousand
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16,000
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⑧ Net Assets
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2,383.4 billion yen
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2.6 billion yen
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⑨ Total Assets
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10,918.0 billion yen
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5.9 billion yen
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⑩ Fiscal Year-End
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March 31
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March 31
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⑪ Principal Shareholders and Shareholdings
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Japan Trustee Services Bank, Ltd. (Trust Account) 5.97%
Tokio Marine & Nichido Fire Insurance Co., Ltd. 5.67%
Japan Trustee Services Bank, Ltd. (Trust Account 4G) 4.89%
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Mitsubishi Corporation 100%
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⑫ Most Recent Operating Results
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Year ended March 31, 2009 (Non-consolidated)
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Year ended March 31, 2009 (Non-consolidated)
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Operating Transactions/Net Sales
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10,881.0 billion yen
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22.1 billion yen
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Operating Income (Loss)
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(10.1 billion yen)
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0.6 billion yen
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Ordinary Income
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238.0 billion yen
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0.8 billion yen
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Net Income
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117.1 billion yen
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0.5 billion yen
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Basic Net Income per Share
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71.30 yen
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31,010 yen
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Dividend per Share
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52.00 yen
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106,700 yen
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Net Assets per Share
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803.46 yen
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169,974 yen
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(*) Items ⑥, ⑦, ⑧, ⑨, ⑪, and ⑫ are for the fiscal year ended March 31, 2009. On October 1, 2009, three MC wholly owned subsidiaries merged: MC Fashion Co., Ltd., MC Knit Corporation and M.C. Textile Co., Ltd. The figures for MC Knit Corporation, the surviving company from this merger, are shown for the fiscal year ended March 31, 2009.
4. Details of Businesses to Be Divested
(1) Details of Businesses to Be Divested
① 1st Stage: OEM apparel business conducted by the following Textiles Division organization as of December 31, 2009:
Team A S.P.A. B Unit
② 2nd Stage: OEM apparel business conducted by the following Textiles Division organizations as of March 31, 2010:
Team A, B and C, Brand & Apparel Unit
Retail Business Development Team and Sports Apparel Team, S.P.A. A Unit
Team B, S.P.A. B Unit
Retail Support Team and Business Development Team, S.P.A. & Functional Material Unit.
(2) Operating Results of Businesses to Be Divested (Year Ended March 31, 2009; Billion Yen)
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Results of Businesses to Be Divested
(A)
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Results of Mitsubishi Corporation
(B)
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Share (A/B)
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Operating transactions/Net sales
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135.2
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10,881.0
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1.2%
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Ordinary income
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0.9
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238.0
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0.4%
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(3) Assets, Liabilities and Amounts to Be Divested
① Divestiture on January 1, 2010 (Billion Yen)
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Assets
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Liabilities
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Current assets
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10.1
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Current liabilities
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9.6
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Fixed assets
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0
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Long-term liabilities
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0
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Investments and others
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0
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Common stock
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0.5
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Total
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10.1
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Total
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10.1
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② Divestiture on April 1, 2010 (Billion Yen)
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Assets
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Liabilities
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Current assets
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34.2
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Current liabilities
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31.7
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Fixed assets
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0
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Long-term liabilities
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0
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Investments and others
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0
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Common stock
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2.5
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Total
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34.2
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Total
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34.2
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5. Status of Mitsubishi Corporation and MCF After Corporate Divestiture
(1) Mitsubishi Corporation (Divesting Company)
Except for the rights and obligations of the apparel OEM business being transferred to MCF through this corporate divestiture, there will be no change in Mitsubishi Corporation’s corporate name, business activities, head office address, president and CEO, common stock or fiscal year-end.
(2) MCF (Succeeding Company)
Except for the rights and obligations of the apparel OEM business being taken over from Mitsubishi Corporation through this corporate divestiture, there will be no change in MCF’s corporate name, business activities, head office address, president and CEO, or fiscal year-end.
6. Outlook
This corporate divestiture will have no effect on Mitsubishi Corporation’s consolidated operating results because the succeeding company is a wholly owned subsidiary.
- Inquiry Recipient
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Mitsubishi Corporation
Telephone:+81-3-3210-2171 / Facsimile:+81-3-5252-7705
