Mitsubishi Corporation

Press Room

August 20, 2010

Notice of Transfer of Apparel OEM Business to Consolidated Subsidiary by Corporate Divestiture

Mitsubishi Corporation (MC) today announced that it has decided to conduct a corporate divestiture to transfer the apparel OEM business of its Kansai Branch Apparel Department to wholly owned subsidiary Mitsubishi Corporation Fashion Co., Ltd., 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’s Head Office Textiles Division and Kansai Branch Apparel Department have expanded the apparel OEM business using subsidiaries. This corporate divestiture is being conducted to more precisely respond to customers’ expectations by integrating business management, which should result in leaner and faster operations.
 
2. Overview of the Corporate Divestiture
(1) Corporate Divestiture Schedule
The corporate divestiture will be conducted as in the schedule below.
Board of Directors’ meeting approving corporate divestiture
August 20, 2010
Conclusion of corporate divestiture agreement
August 24, 2010 (planned)
Corporate divestiture date
October 1, 2010 (planned)
*As this is a simplified corporate divestiture for Mitsubishi Corporation, shareholder approval will not be sought.
* Mitsubishi Corporation Fashion Co., Ltd. plans to hold a Board of Directors’ meeting and a general meeting of shareholders on August 24, 2010 and August 26, 2010, respectively, to approve this divestiture.
 
(2) Corporate Divestiture Method
As the divesting company, Mitsubishi Corporation will spin off and transfer the applicable business to Mitsubishi Corporation Fashion Co., Ltd., which is the succeeding company.
 
(3) Details of Share Allotments Related to Corporate Divestiture
Plans call for Mitsubishi Corporation Fashion Co., Ltd. to allot 2,000 shares in the divestiture to Mitsubishi Corporation.
 
(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
The succeeding company will take over all assets and liabilities belonging to the business 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 July 1, 2010*)
① Company
Mitsubishi Corporation
(Divesting Company)
Mitsubishi Corporation Fashion Co., Ltd.
(Company name changed from MC Fashion Co., Ltd. on April 1, 2010)
(Succeeding Company)
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.
Manufacture and sale of apparel; sale of yarn and knitted fabrics, etc.; and apparel sales, production management and delivery administration under contract
Date Established
April 1, 1950
May 17, 2002
④ Head Office
Tokyo
Tokyo
President and CEO
Ken Kobayashi
Katsuya Ogawa
⑥ Common Stock
203.2 billion yen
1.9 billion yen
Shares of Common Stock Issued
1,696,687,000
38,000
⑧ Net Assets
1,654.5 billion yen
3.9 billion yen
⑨ Total Assets
6,330.8 billion yen
15.5 billion yen
⑩ Fiscal Year-End
March 31
March 31
⑪Principal Shareholders
and Shareholdings
Japan Trustee Services Bank,
 Ltd. (Trust Account)  6.88%
Tokio Marine & Nichido Fire
Insurance Co., Ltd.   5.47%
Meiji Yasuda Life Insurance
Company           4.38%
Mitsubishi Corporation 100%
⑫ Most Recent Operating Results
Year ended March 31, 2010 (Non-consolidated)
Year ended March 31, 2010
(Non-consolidated)
Operating Transactions/Net Sales
8,236.2 billion yen
28.6 billion yen
Operating Income (Loss)
(61.0 billion yen)
0.8 billion yen
Ordinary Income
304.3 billion yen
0.8 billion yen
Net Income
256.8 billion yen
0.2 billion yen
Basic Net Income per Share
156.30 yen
14,269 yen
Dividend per
Share
38.00 yen
5,860 yen
Net Assets per
Share
1,003.55 yen
215,124 yen
(*) Items ⑥, ⑦, ⑧, ⑨ and ⑪ for the divesting company, and ⑧ and ⑨ for the succeeding company are for the fiscal year ended March 31, 2010.
 
4. Details of Businesses to Be Divested
(1) Details of Businesses to Be Divested
OEM apparel business conducted by the following Textiles Division organization as of September 30, 2010:
Kansai Branch Apparel Department Apparel Team A, B and C 
 
 
(2) Operating Results of Businesses to Be Divested (Year Ended March 31, 2010; Billion Yen)
 
Results of Businesses to Be Divested
(A)
Results of Mitsubishi Corporation
(B)
Share (A/B)
Operating transactions/Net sales
31.9
8,236.2
0.4%
Ordinary income
1.7
304.3
0.6%
 
(3) Assets, Liabilities and Amounts to Be Divested (Billion Yen)
Assets
Liabilities
Current assets
12.0
Current liabilities
11.5
Fixed assets
               0
Long-term liabilities
               0
Investments and
others
               0
Common stock
0.5
Total
          12.0  
Total
12.0
 
5. Status of Mitsubishi Corporation and Mitsubishi Corporation Fashion Co., Ltd. After Corporate Divestiture
(1) Mitsubishi Corporation (Divesting Company)
Except for the rights and obligations of the apparel OEM business being transferred to Mitsubishi Corporation Fashion Co., Ltd. through this corporate divestiture, there will be no change in Mitsubishi Corporation’s corporate name, business activities, head office address, president and CEO, common stock or fiscal year-end.
 
(2) Mitsubishi Corporation Fashion Co., Ltd. (Succeeding Company)
Except for the rights and obligations of the apparel OEM business being taken over from Mitsubishi Corporation through this corporate divestiture, there will be no change in Mitsubishi Corporation Fashion Co., Ltd.’s corporate name, business activities, head office address, president and CEO, or fiscal year-end.
 
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 Corporation
Telephone:+81-3-3210-2171 / Facsimile:+81-3-5252-7705
PAGE TOP