Mitsubishi Corporation (“MC”) (TSE 8058; LSE MBC) hereby announces the decision to transfer its cloud based application service business for Japan’s construction industry (Kensetsu ASP), currently operated by its the Business Service Group, to its wholly owned subsidiary, MC Data Plus, by way of an absorption-type company split with effect from July 1, 2015. In addition, an agreement has been reached with INTEC Inc. (INTEC) and SIGMAXYZ Inc. (SIGMAXYZ), to accept partial investments in MC Data Plus.

As this is a simplified absorption-type company split involving MC’s wholly owned subsidiary, the contents of the transaction have been summarized in this press release.

 

1.      Purpose of this Company Split

Spinning off Kensetsu ASP into a separate company will streamline the business and strengthen its operational structure. At the same time, building a joint venture with INTEC and SIGMAXYZ will enable the business expansion by collaboration among all.

 

2.      Outline of the Company Split

(1) Timelines

Resolution of Board of Directors	May 1, 2015
Conclusion of Contract	May 7, 2015
Estimated Effect Date of Company Split	July 1, 2015

 

Note:         Since this company split constitutes a simple absorption-type company 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 is an absorption-type company split in which MC will be the split company and MC Data Plus will be the successor company.

 

(3) Allotment of Shares
Based on the conditions of this absorption-type company split, the successor company, MC Data Plus, will issue 7,439 shares of common stock to MC.

 

(4) Required Action Regarding Stock Acquisition Rights and Convertible Bonds
Not applicable.

 

(5) Amount of Decrease in Capital Stock

There will be no change in MC’s capital stock.

 

(6) Rights and Obligations of Successor Company
All assets, liabilities and attendant rights will be transferred from MC to MC Data Plus.

 

(7) Expectations Regarding Fulfillment of Obligations

There are no concerns regarding MC Data Plus’ fulfilment of obligations upon completion of the company split.

 

3.      Outline of the Parties Involved

	Mitsubishi Corporation (Splitting Company)	MC Data Plus (Successor Company)
(1)   Company Name	Mitsubishi Corporation	MC Data Plus
(2)   Headquarters	Chiyoda-ku, Tokyo, Japan	Chiyoda-ku, Tokyo, Japan
(3)   Representative	Ken Kobayashi, President & CEO	Mitsuteru Akiyama, President & CEO
(4)   Business	Develops and operates a range of businesses across seven domains, namely: environmental and infrastructure business, industrial finance and logistics, energy, metals, machinery, chemicals, food business and other daily living essentials and an additional area that focuses on business-related services.	Provides cloud computing and data analysis services for the construction industry with the aim of increasing efficiency and labor-saving in the sector.
(5)   Capital	204,447 million yen	30,000 yen
(6)   Date Founded	April 1, 1950	April 21, 2015
(7)   Shares of Common Stock Issued	1,653,505,751	1
(8)   Fiscal Year Ends	March 31	March 31
(9)   Shareholding	Japan Trust Services Bank, 7.17%	Mitsubishi Corporation, 100%
Current Financial Situation	As of March 2014 (consolidated)	As of April 21 2015
(10) Net Assets	5,067,666 million yen	0 yen
(11) Total Assets	15,901,125 million yen	0 yen
(12) Net Assets Per Share	3,074.03 yen	0 yen
(13) Operating Transactions	76,351 hundred million yen¹	-
(14) Operating Income	- ²	-
(15) Net Income for Current Period	3,613 hundred million yen	-
(16) Net Income Per Share   for Current Period	219.30yen	-

¹ Operating transactions records revenue for the period based on IFRS.

² Operating income is not recorded under IFRS, which MC adopted in March 2014.

 

Outline of the Business to Be Transferred

(1) Details of Business to be Transferred
Cloud based application services aimed at improving efficiency of operations and labor management in Japan’s construction industry.

 

(2) Business Performance of Operating Unit to Be Transferred (as of March 31, 2014)

Net Sales: 1,026 million yen

 

(3) Items and Amounts of Assets to Be Transferred (As of December 31, 2014)

 

Assets		Liabilities
Item	Book Value	Item	Book Value
Current Assets	95million yen	Current Liabilities	522million yen
Fixed Assets	570million yen	Fixed Liabilities	0million yen
TOTAL	665million yen	TOTAL	522million yen

      

(4) Expected Status of Companies Following the Split

Once the company split takes effect on July 1, 2015, INTEC and SIGMAXYZ will each invest 15.6% and 10% respectively in MC Data Plus, with MC holding the remaining 74.4%, making MC Data Plus a new subsidiary, continuing to operate under the umbrella of MC. MC’s official company name, headquarters, executive appointments, business description, capital and accounting period will not change following the company split, however, details for MC Data Plus are as follows.

(i)     Headquarters: Minato-ku, Tokyo, Japan (as of July 1, 2015)

(ii)    Capital: Approximately 300 million yen (as of July 1, 2015)

 

(5) Outlook for MC
The company split is expected to have negligible impact on MC’s performance.