Notice of Transfer of Domestic Power Plant Businesses to a Consolidated Subsidiary by Corporate Divestiture
February 15, 2019
Mitsubishi Corporation
Mitsubishi Corporation (MC) today announced that it has decided to conduct a corporate divestiture to transfer the domestic power plant businesses conducted by the New Energy and Power Generation Division to wholly owned subsidiary Mitsubishi Corporation Power Systems Inc. (MCPS), 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 MCPS as its division company taking trading businesses of the power plant in Japan. By balancing the accomplishment of quick decision making and require detailed service to meet with changes of expected business environment flexibly in 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 in accordance with the following schedule.
| Decision Making of corporate divestiture | February 15, 2019 |
| Conclusion of corporate divestiture agreement | February 22, 2019(planned) |
| Corporate divestiture date | April 1, 2019 (planned) |
*As this is a simplified corporate divestiture, shareholder approval will not be sought.
(2) Corporate Divestiture Method
As the divesting company, Mitsubishi Corporation will spin off and transfer the applicable businesses to MCPS, which is the succeeding company.
(3) Issuance of Shares Related to Corporate Divestiture
MCPS will not issue shares for this corporate 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
MCPS will take over the assets and liabilities which are agreed by MC and MCPS belonging to the businesses in question as well as associated rights and obligations.
(7) Prospects for Fulfillment of Financial Obligations
Mitsubishi Corporation is expected to fulfill all obligations following this corporate divestiture.
3. Profiles of the Companies Concerned With This Corporate Divestiture (As of December 31, 2019*)
| ① Company | Mitsubishi Corporation (Divesting Company) | Mitsubishi Corporation Power Systems Inc. (Succeeding Company) |
| ② Head Office | 6-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo | 6-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo |
| ③ President & CEO | Takehiko Kakiuchi | Hisayoshi Nagamori |
| ④ Business Activities | 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. | Delivery of power palnts, after-sales services such as maintenance for power plants, and business related to nuclear fuel. |
| ⑤ Common stock | 204 billion yen | 0.3 billion yen |
| ⑥ Date Established | April 1, 1950 | November 27, 1980 |
| ⑦ Shares of Common Stock Issued | 1,590,076,851 | 1,000 |
| ⑧ Fiscal Year-end | March | March |
| ⑨ Net Assets | 2,686.6 billion yen | 1.6 billion yen |
| ⑩ Total Assets | 7,407.9 billion yen | 2.9 billion yen |
| ⑪ Principal Shareholders and Shareholdings | Japan Trustee Services Bank, Ltd. (Trust Account) 8.28% Master Trust Bank of Japan, Ltd. (Trust Account) 5.32% Tokio Marine & Nichido Fire Insurance Co., Ltd. 4.69% Meiji Yasuda Life Insurance Company 4.08% | Mitsubishi Corporation 100% |
| ⑫ Most Recent Operating Results | Year ended March 31, 2018 (Non-consolidated) | Year ended March 31, 2019 (Non-consolidated) |
| Operating Transactions/Net Sales | 5,233.2 billion yen | 15.5 billion yen |
| Operating Income (Loss) | (110.4 billion yen) | 1.5 billion yen |
| Ordinary Income | 354.6 billion yen | 1.4 billion yen |
| Basic Net Income per Share | 230 yen | 990,569 yen |
| Dividend per Share | 110 yen | 791,000 yen |
| Net Assets per Share | 1,690 yen | 1,613,595 yen |
(*) Items ⑦, ⑨, ⑩, ⑪ and ⑫ for the divesting company and the succeeding company are for the year ended March 2018.
4. Details of Businesses to Be Divested
(1) Details of Businesses to Be Divested
The power plant businesses were conducted by the following organizational bodies as of March 31, 2019.
Power Systems Department, Hokkaido Branch, Tohoku Branch, Chubu Branch, Kansai Branch, Kyushu Branch, Toyama Office, Shikoku Office, Naha Office
(2) Operating Results of Businesses to Be Divested (Year Ended March 31, 2018)
Operating Transactions/Net Sales : 459 billion yen
(3) Assets, Liabilities and Amounts to Be Divested (Billion Yen)
| Assets | Liabilities | ||
| Current Assets | 0.7 | Current Liabilities | 0.7 |
| Fixed Assets | 0 | Long-term Liabilities | 0 |
（※）Section underlined has been amended on March 29, 2019.
5. Status of Mitsubishi Corporation and MCPS After Corporate Divestiture
There will be no change in corporate names, business activities, head office address, president and CEO, or fiscal year-end for Mitsubishi Corporation and MCPS.
6. Outlook
This corporate divestiture will have no effect on Mitsubishi Corporation’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
