Notice Regarding the Transfer of MC Food Specialties Inc. Stocks to Mitsubishi Corporation Life Science Limited by Corporate Divestiture
February 20, 2015
Mitsubishi Corporation
Mitsubishi Corporation (“MC”) (TSE 8058; LSE MBC) hereby announces its decision to transfer stocks held in MC Food Specialties Inc. (“MCFS”) to wholly-owned subsidiary Mitsubishi Corporation Life Science Limited (“MCLS”) by means of an absorption-type company split, with effect from April 1, 2015.
Some details have been omitted from this notice as it covers a “simplified absorption-type company split” involving MC and its 100% consolidated subsidiary.
1. Purpose of company split
MCLS already has two subsidiaries, Mitsubishi Shoji Foodtech Co., Ltd. and Kohjin Life Science Co., Ltd., both of which are engaged in the food science business. Bringing MCFS under MCLS will therefore allow MC to reinforce its management infrastructure for the food science business field.
2. Outline of company split
1) Schedule
| Resolution of Board of Directors | February 20, 2015 |
| Conclusion of Agreement | February 20, 2015 |
| Scheduled Effective Date of Company Split | April 1, 2015 |
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
This will be an absorption-type split in which MC will be the split company and MCLS will be the successor company.
3) Allotment of shares
The successor company MCLS will issue 50,057 shares of common stock, all of which will be allotted to MC.
4) Action to be taken with regard to stock acquisition rights and convertible bonds.
Not applicable.
5) Change in capital stock
There will be no change in the capital stock of MC or of MCLS as a result of the company split.
6) Rights and obligations of successor company
The assets and liabilities of MCFS 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 (as of March 31, 2014)
| | Splitting Company | Successor Company |
| (1) Company Name | Mitsubishi Corporation | Mitsubishi Corporation Life Science Limited |
| (2) Headquarters | Tokyo | Tokyo |
| (3) Representative | Ken Kobayashi, President & CEO | Jun Ikeda, President & CEO |
| (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 | Planning, Management and Support of group companies, Global Sales & Marketing |
| (5) Capital | 204,447 million yen | 600 million yen |
| (6) Date Established | April 1, 1950 | July 2, 2012 |
| (7) Shares of Common Stock Issued | 1,653,505,751 | 27,400 |
| (8) Fiscal Year Ends | March | March |
| (9) Shareholding (%) | Japan Trustee Services Bank (7.17%) | Mitsubishi Corporation (100%) |
| Current Financial Position | As of March 2014 (consolidated basis) | As of March 2014 (non-consolidated basis) |
| (10) Net Assets | 5,067,666 million yen | 15,873 million yen |
| (11) Total Assets | 15,901,125 million yen | 15,925 million yen |
| (12) Net Assets Per Share | 3,074.03 yen | 579,296.91 yen |
| (13) Operating Transactions | 7,635.1 billion yen¹ | 1.6 billion yen |
| (14) Operating Income² | | 1.2 billion yen |
| (15) Net Income for Current Period | 361.3 billion yen | 1.2 billion yen |
| (16) Net Income Per Share for Current Period | 219.30 yen | 44,599.77 yen |
1. Revenue is indicated herein as per IFRS.
2. In keeping with the IFRS format employed since FY2014, MC does not include an entry for operating income.
Outline of business to be transferred
(1) Details of business to be transferred
97% of MCFS common stock issued which is owned by MC.
(2) Outline of business to be transferred (non-consolidated basis)
| (1) Company Name | MC Food Specialties Inc. |
| (2) Headquarters | Tokyo |
| (3) Representative | Tetsuro Momosaki, Representative Director, President |
| (4) Lines of Business | Manufacturing, sales and marketing of seasonings, sweeteners, texturizing agents, yeast-based ingredients, confectionery and bakery ingredients, industrial liquors and other food ingredients for cooking and confectionary production |
| (5) Capital | 3,000 million yen |
| (6) Date Established | April 1, 2005 |
| (7) Shares of Common Stock Issued | 1,354 |
| (8) Fiscal Year Ends | December |
| (9) Shareholding (%) | Mitsubishi Corporation (96.97%) Mitsubishi International Food Ingredients (3.03%) |
| Current Financial Position | As of March 2014 (non-consolidated basis) |
| (10) Net Assets | 15,135 million yen |
| (11) Total Assets | 47,232 million yen |
| (12) Net Assets Per Share | 11,178,712.30 yen |
(3) Items and amounts of assets to be transferred (as of March 31, 2014)
| Assets | Liabilities | ||
| Item | Book Value | Item | Book Value |
| Current Assets | 0 million yen | Current Liabilities | 0 million yen |
| Fixed Assets | 29,737 million yen | Fixed Liabilities | 0 million yen |
| TOTAL | 29,737 million yen | TOTAL | 0 million yen |
4. Status of MC and of MCLS after company split
There will be no change in the title, location, representatives, name, business operations, capital stock or accounting period of either MC or MCLS as a result of the company split.
5. Outlook for MC
The company split is expected to have negligible impact on MC’s performance.
Inquiry Recipient
Mitsubishi CorporationTelephone:+81-3-3210-2171 / Facsimile:+81-3-5252-7705
