Mitsubishi Corporation (“MC”)(TSE 8058;LSE MBC) hereby announces the decision to transfer Fashion brand OEM and import Business, currently administered by the Textile Division, to Mitsubishi Corporation Fashion Co., Ltd (“MCF”) by means of an absorption-type company split with effect from April 1, 2013.

 

Some details have been omitted from this press release since this is a “simplified absorption-type company split” involving MC and its 100% consolidated subsidiary.

 

1.    Purpose of the Company Split

The Textile Division is moving towards enhancing MCF’s capacity as a part of MC’s efforts to develop and strengthen its apparel OEM business. In keeping with this objective, MC will transfer its fashion brand OEM and import business to MCF, its functional subsidiary in the apparel OEM business, via an absorption-type company split. The split will also enable more effective response to customer needs and contribute to improved levels of service in the business overall.

 

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	January 18, 2013
Date of Conclusion of Absorption-Type Split Agreement	January 18, 2013
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 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 MCF will be the successor company.

 

3)    Allotment of shares relating to the company split

This is an absorption-type split in which there will be no allocation of shares or property

 

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 change in the capital stock of MC or of MCF as a result of the company split.

 

6)    Rights and Obligations to be Assumed by the Successor Company

The assets and liabilities of the Fashion brand OEM and import 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.    Outline of Parties Involved in the Company Split (as of March 31, 2012)

 

	Splitting Company	Successor Company
(1) Company Name	Mitsubishi Corporation	Mitsubishi Corporation Fashion Co., Ltd.
(2) Headquarters	Tokyo	Tokyo
(3) Representative	Ken Kobayashi, President & CEO	Katsuya Ogawa, 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	Apparel good manufacturing and sales, thread, woven and knitted fabric, and sundry goods sales, apparel sales and marketing, manufacturing progress management, and consignment handling of delivery back-office
(5) Capital	204,447 million yen	2,000million yen
(6) Date Established	April 1, 1950	October 1, 2009
(7) Shares of Common Stock Issued	1,653,505,751	40,000
(8) Fiscal Year Ends	March	March
(9) Shareholding (%)	Japan Trustee Services Bank （7.17%）	Mitsubishi Corporation (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	9,731 million yen
Total Assets	12,588,513 million yen	64,310 million yen
Net Assets Per Share	2,131 yen	243,281 yen
Operating Transactions	20,126.3 billion yen	142.4 billion yen
Operating Income	271.1 billion yen	4.5 billion yen
Net Income for Current Period	453.8 billion yen	2.5 billion yen
Net Income Per Share for Current Period	275 yen	62,699 yen

 

Outline of Business To Be Transferred

(1)   Details of the Business to be transferred

Fashion brand OEM and import Business

 

(2)   Business Performance of the Operating Unit to be Transferred

Net sales for the Fashion brand OEM and import Business:

-     For Period Ending March 31, 2012 – 11,213 million yen

-     For Period Ending March 31, 2011 – 11,756 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	3,012 million yen	Current Liabilities	3,012 million yen
Fixed Assets	0 million yen	Fixed Liabilities	0 million yen
TOTAL	3,012 million yen	TOTAL	3,012 million yen

 

 

4. Expected Status of the Company and of MCF 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 MCF as a result of the company split.

 

5. 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.