Press Room
April 15, 2011
Mitsubishi Corporation
Notice of Transfer of Coating Raw Materials and Products Businesses to Consolidated Subsidiary by Corporate Divestiture
Mitsubishi Corporation (MC) today announced that it has decided to conduct a corporate divestiture to transfer the coating raw materials and products businesses conducted by the Functional Chemicals Div. to wholly owned subsidiary Mitsubishi Shoji Chemical Corporation (MSCC), 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 has positioned MSCC as its consolidated business platform in the functional chemicals field. By consolidating in MSCC products that require detailed services and a high degree of specialization in the future, MC believes that this move will maximize its earnings on a consolidated basis.
2. Overview of the Corporate Divestiture
(1) Corporate Divestiture Schedule
The corporate divestiture will be conducted as in the schedule below.
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Board of Directors’ meeting approving corporate divestiture
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April 15, 2011
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Conclusion of corporate divestiture agreement
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April 27, 2011
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Corporate divestiture date
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July 1, 2011 (planned)
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*As this is a simplified corporate divestiture for MC, shareholder approval will not be sought.
*MSCC plans to hold a Board of Directors’ meeting and a general meeting of shareholders on April 26, 2011 and May 12, 2011, respectively, to approve this divestiture.
(2) Corporate Divestiture Method
As the divesting company, MC will spin off and transfer the applicable businesses to MSCC, which is the succeeding company.
(3) Details of Share Allotments Related to Corporate Divestiture
MSCC will not issue any shares in relation to the divestiture.
(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
MCSS will take over all assets and liabilities which are agreed by MC and MSCC belonging to the businesses in question as well as associated rights and obligations.
(7) Prospects for Fulfillment of Financial Obligations
MC is expected to fulfill all obligations following this corporate divestiture.
3. Profiles of the Companies Concerned With This Corporate Divestiture (As of February 28, 2011*)
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① Company
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Mitsubishi Corporation
(Divesting Company)
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Mitsubishi Shoji Chemical Corporation
(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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Wholesale of chemical products
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③ Date Established
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April 1, 1950
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July 22, 1987
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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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Ken Kobayashi
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Keiji Ohnishi
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⑥ Common Stock
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203.5 billion yen
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392 million yen
|
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⑦ Shares of Common Stock Issued
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1,697,168,000
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6,400
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⑧ Net Assets
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1,654.5 billion yen
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2.4 billion
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⑨ Total Assets
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6,330.8 billion yen
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13.7 billion yen
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⑩ Fiscal Year-End
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March
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March
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⑪ Principal Shareholders and Shareholdings
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Japan Trustee Services Bank, Ltd. (Trust Account) 6.88%
Tokio Marine & Nichido Fire Insurance Co., Ltd. 5.47%
Meiji Yasuda Life Insurance Company 4.38%
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Mitsubishi Corporation 100%
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⑫ Most Recent Operating Results
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Year ended March 31, 2010 (Non-consolidated)
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Year ended March 31, 2010 (Non-consolidated)
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Operating Transactions/Net Sales
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8,236.2 billion yen
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35.4 billion yen
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Operating Income (Loss)
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(61.0 billion yen)
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0.7 billion yen
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Ordinary Income
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304.3 billion yen
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0.6 billion yen
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Net Income
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256.8 billion yen
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0.4 billion yen
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Basic Net Income per Share
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156.30 yen
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60,569 yen
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Dividend per Share
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38.00 yen
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30,333 yen
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Net Assets per Share
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1,003.55 yen
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396,076 yen
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(*) Items ⑧, ⑨, ⑪ and ⑫ for the divesting company and the succeeding company are for the year ended March 2010.
4. Details of Businesses to Be Divested
(1) Details of Businesses to Be Divested
The Coating raw materials and products businesses were conducted by the following organizations as of June 30, 2011:
Specialty Chemicals Units, Hokkaido Branch, Tohoku Branch, Chubu Branch, Kansai Branch, Kyushu Branch, Nagasaki office
(2) Operating Results of Businesses to Be Divested (Year Ended March 31, 2010; 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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23.0
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8,236.2
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0.3%
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(3) Assets, Liabilities and Amounts to Be Divested (As of December 31, 2010; Billion Yen)
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Assets
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Liabilities
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Current assets
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9.8
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Current liabilities
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9.8
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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
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Total
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9.8
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Total
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9.8
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5. Status of Mitsubishi Corporation and Mitsubishi Shoji Chemical Corporation After Corporate Divestiture
(1) Mitsubishi Corporation (Divesting Company)
Except for the rights and obligations of the coating raw materials and products businesses being transferred to MSCC through this corporate divestiture, there will be no change in MC’s corporate name, business activities, head office address, president and CEO, common stock or fiscal year-end.
(2) Mitsubishi Shoji Chemical Corporation (Succeeding Company)
Except for the rights and obligations of the coating raw materials and products business being taken over from MC through this corporate divestiture, there will be no change in MSCC’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 MC’s consolidated operating results because the succeeding company is a wholly owned subsidiary.
Inquiry Recipient
Mitsubishi CorporationTelephone:+81-3-3210-2171 / Facsimile:+81-3-5252-7705
