Mitsubishi Corporation

Press Room

August 17, 2012

Notice of Transfer of Gold and Platinum Accumulation Business to Tanaka Kikinzoku Kogyo K.K. by Corporate Divestiture (Absorption-Type)

Mitsubishi Corporation (“MC”)(TSE 8058;LSE MBC) hereby announces the decision to transfer a part of Precious Metals Business, Gold and Platinum Accumulation Business, currently administered by the Non-Ferrous Metals Division, to Tanaka   Kikinzoku Kogyo K.K. (“Tanaka”) by means of an absorption-type company split with effect from November 1, 2012. The Gold and Platinum Accumulation Business, structured mainly to allow retail customers to save Gold and Platinum as a form of investment, is well known in Japan.
 
Some details have been omitted from this press release, however, because it is expected that the total increase or decrease of MC’s total assets will be less than 10% compared to the last date of the latest fiscal year and that the increase or decrease in MC’s sales will be less than 3% compare to the last date of the latest fiscal year.
 
1.    Purpose of the Company Split
As part of MC’s efforts to achieve greater focus in business domain selection, the Non-Ferrous Metals Division is moving towards prioritizing its trading and investment activities, and as therefore taken the decision to divest its Gold and Platinum Accumulation Business. In full response to client investors’ needs, and with the aim of achieving overall improvement in the levels of service within the industry, MC will transfer its Gold and Platinum Accumulation Business to industry leader, Tanaka, via an absorption-type company split.
 
2.    Outline of the Company Split
1)    Schedule of the Company Split
Date of Resolution of the Board of Directors Regarding the Absorption-Type Split August 17, 2012
Date of Conclusion of Absorption-Type Split Agreement August 17, 2012
Scheduled Effective Date of Company Split November 1, 2012
 
Note: Since this company split constitutes a simple absorption-type split as stipulated in Article 784, Paragraph 3 of the Companies Act, obtaining approval at the Company’s general meeting of shareholders is not required.
 
2)    Method of Company Split
This will be an absorption-type split in which MC will be the split company and Tanaka will be the successor company.
 
3)    Allotment of shares relating to the company split
This is an absorption-type split in which MC includes only cash property in the sum of 498 million yen; hence, MC will not allot any of its shares
 
4)    Action to be taken at the company split with regard to stock acquisition rights and convertible bonds.
Not applicable.
 
5)    Amount of Decrease in the Capital Stock as a Result of the Company Split
There will be no decrease in the capital stock of MC or of Tanaka as a result of the company split.
 
6)    Rights and Obligations to be Assumed by the Successor Company
The assets and liabilities of the Gold and Platinum Accumulation Business will be transferred from the split company to the successor company.
 
7)    Forecast for Performance and Obligations
There are no concerns about the fulfillment of obligations by the successor company after the effective date of the company split.
 
3.    Consideration Regarding the Calculation of Allotments to the Split Company
Compensation for the split company was decided on the basis of comprehensive analysis of the value of the business in question and with due consideration for future cash flow. The comment from Ernst & Young is that the process for calculating the value of the business was within reason.
 
4.    Outline of Parties Involved in the Company Split (as of March 31, 2012)
 
 
Splitting Company
Successor Company
(1) Company Name
Mitsubishi Corporation
Tanaka Kikinzoku Kogyo K.K.
(2) Headquarters
Tokyo
Tokyo
(3) Representative
Ken Kobayashi, President & CEO
Hideya Okamoto, President
(4) Lines of Business
Energy, metals, machinery, chemicals, sales and manufacturing of diverse living essentials, resources development, infrastructure-related businesses, industrial finance, among others and, in addition, providing services and developing new businesses and new technology in the environment and new energy fields
Manufacture, sales, import and export of precious metals and various types of industrial precious metal products, refining and recycling of precious metals
 
(5) Capital
204,447 million yen
500 million yen
(6) Date Established
April 1, 1950
October 1, 2009
(7) Shares of Common Stock Issued
1,653,505,751
500
(8) Fiscal Year Ends
March
March
(9) Shareholding (%)
Japan Trustee Services Bank (7.17%)
Tanaka Holdings Co., Ltd. (100.0%)
Current Financial Position
As of March 2012 (Consolidated Basis)
As of March 2012 (Non-consolidated Basis)
Net Assets
3,828,287 million yen
28,570 million yen
Total Assets
12,588,513 million yen
228,058 million yen
Net Assets Per Share
2,131 yen
57,141,689 yen
Operating Transactions
20,126.3 billion yen
1,036.2 billion yen
Operating Income
271.1 billion yen
10.1 billion yen
Net Income for Current Period
453.8 billion yen
4.7 billion yen
Net Income Per Share for Current Period
275 yen
9,501,769 yen
 
Outline of Business To Be Transferred
(1)   Details of the Business to be transferred
Gold and Platinum Accumulation Business for individual investors
 
(2)   Business Performance of the Operating Unit to be Transferred
Net sales for the Gold and Platinum Accumulation Business:
-     For Period Ending March 31, 2012 - 15,839 million yen
-     For Period Ending March 31, 2011 - 12,357 million yen
 
(3)   Items and Amounts of Assets to be Transferred (As of March 31, 2012)
 
Assets
Liabilities
Item
Book Value
Item
Book Value
Current Assets
2,971 million yen
Current Liabilities
3,191 million yen
Fixed Assets
220 million yen
Fixed Liabilities
0 million yen
TOTAL
3,191 million yen
TOTAL
3,191 million yen
 
Besides the above, there is an outstanding sum of 104,668 million yen to be repaid to clients of the Gold and Platinum Business.
 
5. Expected Status of the Company and of Tanaka After the Company Split
There will be no change in the title, location, representatives, name, business operations, capital stock or accounting period of either MC or Tanaka as a result of the company split.
 
6. Outlook for MC
The impact of the company split on the performance of MC will be negligible.
 
This document is an English translation of a document prepared in Japanese. In the event of any discrepancies between the content of the Japanese and English documents, the content of the Japanese document shall take precedence.

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