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.
 
1st Stage
2nd Stage
Board of Directors’ meeting approving corporate divestiture
October 30, 2009
October 30, 2009
Conclusion of corporate divestiture agreement
November 6, 2009 (planned)
January 29, 2010 (planned)
Corporate divestiture date
January 1, 2010 (planned)
April 1, 2010 (planned)
*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*)
① Company
Mitsubishi Corporation
(Divesting Company)
MC Fashion Co., Ltd.
(Succeeding Company)
② Business Activities
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.
Manufacture and sale of apparel; sale of yarn and knitted fabrics, etc.; and apparel sales, production management and delivery administration under contract
③ Date Established
April 1, 1950
May 17, 2002
④ Head Office
Tokyo
Tokyo
⑤ President and CEO
Yorihiko Kojima
Katsuya Ogawa
⑥ Common Stock
202.8 billion yen
0.8 billion yen
⑦ Shares of Common Stock Issued
1,642,904 thousand
16,000
⑧ Net Assets
2,383.4 billion yen
2.6 billion yen
⑨ Total Assets
10,918.0 billion yen
5.9 billion yen
⑩ Fiscal Year-End
March 31
March 31
⑪ Principal Shareholders and Shareholdings
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%
Mitsubishi Corporation 100%
⑫ Most Recent Operating Results
Year ended March 31, 2009 (Non-consolidated)
Year ended March 31, 2009 (Non-consolidated)
Operating Transactions/Net Sales
10,881.0 billion yen
22.1 billion yen
Operating Income (Loss)
(10.1 billion yen)
0.6 billion yen
Ordinary Income
238.0 billion yen
0.8 billion yen
Net Income
117.1 billion yen
0.5 billion yen
Basic Net Income per Share
71.30 yen
31,010 yen
Dividend per Share
52.00 yen
106,700 yen
Net Assets per Share
803.46 yen
169,974 yen
(*) 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)
 
Results of Businesses to Be Divested
(A)
Results of Mitsubishi Corporation
(B)
Share (A/B)
Operating transactions/Net sales
135.2
10,881.0
1.2%
Ordinary income
0.9
238.0
0.4%
 
(3) Assets, Liabilities and Amounts to Be Divested
① Divestiture on January 1, 2010 (Billion Yen)
Assets
Liabilities
Current assets
10.1
Current liabilities
9.6
Fixed assets
                0
Long-term liabilities
                 0
Investments and others
                0
Common stock
0.5
Total
          10.1  
Total
10.1
 
② Divestiture on April 1, 2010 (Billion Yen)
 Assets
Liabilities
Current assets
34.2
Current liabilities
31.7
Fixed assets
                0
Long-term liabilities
                  0
Investments and others
                0
Common stock
2.5
Total
34.2
Total
34.2
 
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
Mitsubishi Corporation
Telephone:+81-3-3210-2171 / Facsimile:+81-3-5252-7705

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