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
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August 20, 2010
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Conclusion of corporate divestiture agreement
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August 24, 2010 (planned)
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Corporate divestiture date
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October 1, 2010 (planned)
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*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
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Mitsubishi Corporation
(Divesting Company)
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Mitsubishi Corporation Fashion Co., Ltd.
(Company name changed from MC Fashion Co., Ltd. on April 1, 2010)
(Succeeding Company)
|
②
Business Activities
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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.
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Manufacture and sale of apparel; sale of yarn and knitted fabrics, etc.; and apparel sales, production management and delivery administration under contract
|
③
Date Established
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April 1, 1950
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May 17, 2002
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④ Head Office
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Tokyo
|
Tokyo
|
⑤
President and CEO
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Ken Kobayashi
|
Katsuya Ogawa
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⑥ Common Stock
|
203.2 billion yen
|
1.9 billion yen
|
⑦
Shares of Common Stock Issued
|
1,696,687,000
|
38,000
|
⑧ Net Assets
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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)
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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
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156.30 yen
|
14,269 yen
|
Dividend per
Share
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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)
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Results of Mitsubishi Corporation
(B)
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Share (A/B)
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Operating transactions/Net sales
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31.9
|
8,236.2
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0.4%
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Ordinary income
|
1.7
|
304.3
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0.6%
|
(3) Assets, Liabilities and Amounts to Be Divested (Billion Yen)
Assets
|
Liabilities
|
||
Current assets
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12.0
|
Current liabilities
|
11.5
|
Fixed assets
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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 CorporationTelephone:+81-3-3210-2171 / Facsimile:+81-3-5252-7705