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Form 20-F X
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Form 40-F __
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SONY CORPORATION
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(Registrant)
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By: /s/ Kenichiro Yoshida
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(Signature)
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Kenichiro Yoshida
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Executive Vice President and
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Chief Financial Officer
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1.
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Purpose of the company split
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2.
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Summary of the company split
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(1)
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Schedule of the company split
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Approval of the company split
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(by the representative corporate executive officer of Sony)
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July 31, 2014
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Execution of the company split agreement
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On or before October 1, 2014 (scheduled)
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Effective date of the company split
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January 5, 2015 (scheduled)
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*
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Sony will perform the contemplated company split without obtaining shareholder approval of the company split agreement pursuant to the provisions of the “small-scale company split” set forth in Paragraph 3 of Article 784 of the Companies Act of Japan.
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(2)
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Method of the company split
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The method of the contemplated company split is an absorption-type company split between Sony (as the splitting company) and JOLED (as the successor company).
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(3)
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Details of consideration allotted upon the company split
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JOLED will issue 18,000 common shares and a number of preferred shares with no voting rights, with the number to be calculated pursuant to the provisions of the company split agreement.
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(4)
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Treatment of stock acquisition rights and bonds with stock acquisition rights of the splitting company
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There will be no changes to the treatment of stock acquisition rights or bonds with stock acquisition rights issued by Sony upon the completion of the contemplated company split.
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(5)
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Increase or decrease of stated capital upon the company split
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There will be no increase or decrease of stated capital of Sony upon the contemplated company split.
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(6)
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Rights and obligations to be succeeded by the successor company
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JOLED, as the successor company, will succeed to certain rights and obligations related to Sony’s OLED display panels business, as set forth in the company split agreement to be executed.
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(7)
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Expectation on the performance capabilities of the successor company’s obligations
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Sony expects that the contemplated company split will have no material impact on the performance capabilities of JOLED in respect of its obligations that will be transferred to JOLED and become due after the effective date of the contemplated company split.
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3.
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Basis of calculation of the consideration allotted upon the company split
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It was determined that there would be an issuance of certain shares mentioned in section 2(3) above as consideration upon the contemplated company split, based on discussions in good faith among JOLED, Innovations Network Corporation of Japan (a parent company of JOLED) and Sony regarding Sony's OLED display panels business and the rights and obligations to be transferred to JOLED.
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4.
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Summary of each party (Numbers shown below are as of March 31, 2014 or for the fiscal year ended March 31, 2014 for Sony and as of July 31, 2014 for JOLED)
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(1)
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Summary of each party
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Trade name
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Sony Corporation
(Splitting Company)
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JOLED Inc.
(Successor Company)
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Business
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Manufacture and sale of electronic and electrical machines and equipment
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Research and development, manufacture and sale of the organic light-emitting diode display panels, its parts, its ingredients, its manufacturing equipment and related products, and related business
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Date of incorporation
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May 7, 1946
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July 18, 2014
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Location of head office
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7-1, Konan 1-chome, Minato-ku, Tokyo, Japan
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4-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo, Japan
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Title and name of Representative
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Kazuo Hirai
Representative Corporate Executive Officer
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Taniyama Kohichiro
Representative Director
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Stated capital
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¥ 646,654 million
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¥ 25,000
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Number of shares issued
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1,044,707,767 shares
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1 share
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Fiscal year-end
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March 31
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March 31
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Major shareholders and shareholding ratios
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1 Moxley and Co. LLC 9.00%
2 The Bank of New York Mellon SA/NV 10 4.59%
3 The Master Trust Bank of Japan, Ltd. (Trust Account) 4.28%
4 Japan Trustee Services Bank, Ltd. (Trust Account) 3.99%
5 State Street Bank and Trust Company 1.80%
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Innovation Network Corporation of Japan
100%
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Net assets
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¥ 2,783,141 million (consolidated) (Note)
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¥ 50,000 (non-consolidated)
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Total assets
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¥ 15,333,720 million (consolidated)
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¥ 50,000 (non-consolidated)
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Net assets per share
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¥ 2,163.63 (consolidated) (Note)
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¥ 50,000 (non-consolidated)
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Sales and operating revenue
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¥ 7,767,266 million (consolidated)
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-
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Operating income
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¥ 26,495 million (consolidated)
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-
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Ordinary income
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¥ 25,741 million (consolidated) (Note)
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-
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Net income (loss)
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(¥ 128,369) million (consolidated) (Note)
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-
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Net income (loss) per share
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(¥ 124.99) (consolidated) (Note)
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-
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Note:
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Since Sony prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States, “total equity”, “stockholders’ equity per share”, “income before income taxes”, “net income (loss) attributable to stockholders of Sony” and “net income (loss) attributable to stockholders of Sony per share” are stated in place of “net assets”, “net assets per share”, “ordinary income”, “net income (loss)” and “net income (loss) per share”, respectively.
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(2)
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Summary of business subject to the company split
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a.
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Business subject to the company split
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Sony’s OLED display panels business, as set forth in the company split agreement
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b.
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Operating results of the business transferred by the company split for the fiscal year ended March 31, 2014
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Net sales: ¥ 0
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c.
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Assets and liabilities to be succeeded upon the company split
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Assets: To be determined pursuant to the company split agreement to be executed
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Liabilities: To be determined pursuant to the company split agreement to be executed
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5.
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Status after the company split
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There will be no changes in the trade name, the location of the head office, the title and name of representatives, the business (excluding the business transferred by the contemplated company split), the stated capital or fiscal year-end of Sony upon the completion of the contemplated company split. In conjunction with the contemplated company split, Panasonic Corporation will also conduct a company split into JOLED in consideration for JOLED’s common shares and preferred shares (with no voting rights). Also, JOLED will issue new common shares to Innovation Network Corporation of Japan and Japan Display Inc. by way of a third-party allotment as of the effective date of the company split. After the completion of these processes, Sony will obtain 5% of JOLED’s voting rights.
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6.
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Outlook
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No impact on Sony’s consolidated financial forecast for the fiscal year ending March 31, 2015 is anticipated as a result of the completion of the contemplated company split.
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Sales and
operating
revenue
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Operating
income
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Income
before
income
taxes
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Net loss attributable to Sony
Corporation’s stockholders
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Consolidated financial
forecast for the fiscal year
ending March 31, 2015
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7,800
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140
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130
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(50)
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Consolidated financial
results for the fiscal year
ended March 31, 2014
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7,767.3
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26.5
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25.7
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(128.4)
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