Mitsubishi Corporation

Press Room

December 21, 2012

Notice of Establishment of Metals Resources Trading Company in Singapore and Transfer of Existing Metals Resources Trading Businesses to Mitsubishi Corporation Unimetals Ltd. by Company Split (Absorption-Type)

Mitsubishi Corporation (“MC” or “Split Company”) (TSE 8058; LSE MBC) hereby announces the decision to establish a new metals resources trading subsidiary company, Mitsubishi Corporation RtM International Pte. Ltd. (“RtM International”), in Singapore as well as the decision to transfer MC’s metals resources trading businesses to its 100% subsidiary company, Mitsubishi Corporation Unimetals Ltd. (“Unimetals” or “Successor Company”), by means of an absorption-type company split. 
 
1. Establishment of Mitsubishi Corporation RtM International Pte. Ltd. in Singapore
MC will establish RtM International, a 100% subsidiary company of MC, in Singapore, which will serve as the headquarter for MC’s global metals resources trading once it starts business operations with effect from April 1, 2013.  
RtM International will be the hub of MC’s metals resources trading and will mainly be responsible for developing strategies including but not limited to those that capture the growth potential in emerging markets around the world starting with markets in Asia, including China or India. In order to fulfill this role, MC seeks to improve the level of its response to markets and the service it provides to customers by restructuring its operations beyond the traditional commodity-based approach to include trading functions, thereby strengthening its operations overall.
 
RtM stands for “Resources to Market”. MC named the new subsidiary company RtM International due to its objective of realizing sustainable growth over the medium to long term through capacity enhancement which enables it to effectively bridge the gap between producers and end-users and to add value to the whole supply chain.
 
2. Transfer of metals resources trading businesses to Mitsubishi Corporation Unimetals Ltd.
 
In conjunction with the establishment of RtM International, MC has decided to transfer its trading businesses of ferrous raw materials, including Iron Ore, Metallurgical Coal, Thermal Coal, Nickel, Ferro-Chrome, Molybdenum, as well as its trading business in non-ferrous metals, including Copper Concentrates, Lead Concentrates, Zinc Concentrates and Precious Metals, to its 100% subsidiary company, Unimetals, via an absorption-type company split. Unimetals is a trading company which currently specializes in non-ferrous metals, including Aluminum Metals and Alloys, Copper, Tin, Lead, Zinc, Ferro Alloys, Rare Metals and Rare Earth, Heat Exchanger Materials, Non-Ferrous Products, Store, Housing and Building Materials, but will, with effect from April 1, 2013, expand its business portfolio by integrating the aforementioned businesses, and the company name will be changed. The tentative name is Mitsubishi Corporation RtM Japan Ltd. Restructuring operations beyond the traditional commodity-based approach to include trading functions is expected to result in the strengthening of operations and the level of support provided to customers within the Japanese market.
 
Some details have been omitted from this press release, however, because this is a simple diverstiture to a wholly owned subsidiary.
 
(1)    Purpose of the company split
To reinforce the metals resources trading businesses through the enhancement of our presence in the market and to improve capacity and the level of service  provided to customers in Japan.

(2)    Outline of the company split
i) Schedule of the company split:
Date of Resolution of the Board of Directors regarding the absorption-type company split
December 21, 2012
Date of conclusion of absorption-type company split agreement
December 21, 2012
Scheduled effective date of company split
April 1, 2013
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 MC’s general shareholders meeting is not required.
 
ii)   Method of the company split:
This will be an absorption-type company split in which MC will be the Split Company and Unimetals will be the Successor Company.

iii) Allotment of shares relating to the company split:
There will be no allotment of shares in relation to this company split.

iv) Action to be taken at the company split with regards to stock acquisition rights or convertible bonds:
Not applicable.

v)   Amount of decrease in capital stock as a result of the company split:
There will be no decrease in capital stock as a result of this company split.

vi) Rights and obligations to be assumed by the Successor Company:
All rights and obligations in relation to the metals resources trading businesses to be transferred from the Split Company to the Successor Company will be assumed by the Successor Company.

vii) Prospects for the fulfillment of obligations:
There are no concerns about the fulfillment of obligations by the Successor Company after the effective date of the company split.
 
(3)    Outline of parties involved in the company split (as of March 31, 2012)
 
Split Company
Successor Company
Company name
Mitsubishi Corporation
Mitsubishi Corporation Unimetals Ltd.
Location of headquarters
Tokyo, Japan
Tokyo, Japan
Representative
Ken Kobayashi, President & CEO
Kenji Tani, President & CEO
Lines of business
In addition to six business groups of Industrial Finance, Logistics & Development; Metals; Energy; Machinery; Living Essentials; Chemicals, MC established Business Service Group and Global Environment& Infrastructure Business Development Group recently. Through these business groups, MC provides services to customers around the world in virtually every industry.
Broken down into three divisions, namely Metal Materials, Metal Trading and Metal Products, Unimetals’ main business field is the trading of various non-ferrous metals.
Capital (Japanese Yen)
204,447 million
3,143 million
Date of establishment
April 1, 1950
January 25, 1947
Number of shares of common stocks issued
1,653,505,751
29,705,555
Fiscal Year end
March
March
Largest shareholder (%)
Japan Trustee Services Bank (7.17%)
Mitsubishi Corporation
(100.0%)
Financial Result for the year ended March, 2012 (Japanese yen)
 
Consolidated basis
Non-consolidated basis
Net Asset
3,828,287 million
13,372 million
Total Asset
12,588,513 million
100,631 million
Net Asset per share
2,131
450
Revenue
20,126,321 million
420,722 million
Operating Income
271,122 million
5,252 million
Net Income
453,849 million
3,152 million
Net Income per share
275
106
 
[ Outline of businesses to be transferred ]
A)     Details of the businesses to be transferred:
Trading businesses of Iron Ore, Metallurgical Coal, Thermal Coal, Nickel, Ferro-Chrome, Molybdenum, Copper Concentrates, Lead Concentrates, Zinc Concentrates and Precious Metals

B)     Business performance of the businesses to be transferred:
Net sales from the businesses to be transferred for the last two fiscal years are as follow.
- For year ended March, 2012 : 736,428 million yen
- For year ended March, 2011 : 735,678 million yen

C)     Assets and Liabilities to be transferred (as of March 31, 2012)
(‘Million Yen)
Assets
Liabilities
Item
Book value
Item
Book value
Current Assets
173,873
Current Liabilities
186,176
Fixed Assets
15,936
Fixed Liabilities
1,082
 
 
Net Unrealized Gain etc
2,551
Total
189,809
Total
189,809
 
(4)    Status of MC and Unimetals after the company split
With regards to MC, there will be no change in company name, location of headquarters, representative, content of business, capital stocks or end of fiscal year. With regards to Unimetals, there will be no change but for the company name, which will be changed with effect from April 1,2013, simultaneous to the company split, as follows.

Tentative company name: Mitsubishi Corporation RtM Japan Ltd.

(5)    Outlook for MC
The impact of this company split on MC’s financial performance will be negligible.
 
This is an English translation of the document originally prepared in Japanese for the purpose of disclosure to the Tokyo Stock Exchange. In the event of any discrepancies between the contents of the Japanese and English versions, the content of the Japanese document shall take precedence.

Inquiry Recipient

Mitsubishi Corporation
Telephone:+81-3-3210-2171 / Facsimile:+81-3-5252-7705
PAGE TOP