Announcement of the establishment of new company by joint incorporation-type company split (small-scale company split) by Sony Corporation and Sony Computer Science Laboratories, Inc.

TOKYO--()--

December 18, 2014
Sony Corporation

Announcement of the establishment of new company by joint incorporation-type company split (small-scale company split) by Sony Corporation and Sony Computer Science Laboratories, Inc.

Sony Corporation (“Sony”) and its wholly-owned subsidiary, Sony Computer Science Laboratories, Inc. (“Sony CSL”), today announced that both companies have decided to establish a new company by a “joint incorporation-type company split.” The new company will succeed to certain rights and obligations related to the online educational service business (the “Business”) that Sony and Sony CSL each currently operate, relating to the application services, including Global Math Challenge, a worldwide math competition held online. For further details about the new company, please refer to our joint press release dated today (URL: http://www.sony.net/SonyInfo/News/Press/201412/14-119E/index.html).

Certain information is omitted from this announcement since this is a joint small-scale company split with Sony’s wholly-owned subsidiary.

1. Purpose of the company split

The purpose of this company split is to have a newly established company, Sony Global Education, Inc. (“SGED”), succeed to certain of Sony’s rights and obligations related to the Business.

2. Summary of the company split

(1) Schedule of the company split

Approval of the joint incorporation-type company split plan
(by representative corporate executive officer)

  December 18, 2014
Effective date of the company split April 1, 2015 (scheduled)

Sony will not obtain shareholder approval of the joint incorporation-type company split plan pursuant to the provisions of the “small-scale company split” set forth in Article 805 of the Companies Act of Japan.

(2) Method of the company split

The method of the contemplated company split is a joint incorporation-type company split between Sony and Sony CSL (as the splitting companies), and SGED (as the formed and successor company).

(3) Details of consideration allotted upon the company split

SGED will issue 180 shares of common stock to Sony upon completion of the contemplated company split.

(4) Treatment of stock acquisition rights and bonds with stock acquisition rights of the splitting company

There will be no changes to the treatment of stock acquisition rights or bonds with stock acquisition rights of Sony upon the completion of the contemplated company split.

(5) Increase or decrease of share capital upon the company split

There will be no increase or decrease of share capital of Sony upon completion of the contemplated company split.

(6) Rights and obligations to be succeeded to by the formed and successor company

SGED, as the formed and successor company, will succeed to certain rights and obligations related to the Business, as set forth in the joint incorporation-type company split plan.

(7) Expectation of the performance capabilities of Sony’s obligations

Sony expects that the contemplated company split will have no material impact on the performance capabilities of SGED to fulfill its obligations which become due after the effective date of the contemplated company split.

3. Summary of parties (For Sony and Sony CSL, numbers shown below are as of March 31, 2014 or for the fiscal year ended March 31, 2014. For SGED, numbers shown below are as of the date of incorporation.)

(1) Summary of parties

Trade name   Sony Corporation

(Splitting Company)

  Sony Computer Science Laboratories, Inc.
(Splitting Company)
  Sony Global Education, Inc. (Formed and
Succesor Company)
Business

Manufacture and sale of
electronic and electrical
machines and equipment

Research and development
relating to computer
science

Education service business

Date of
incorporation

May 7, 1946 February 1, 1988 April 1, 2015 (Scheduled)

Location of
head office

7-1, Konan 1-chome,
Minato-ku, Tokyo, Japan

14-13, Higashigotanda
3-chome, Shinagawa-ku,
Tokyo, Japan

14-13,Higashigotanda
3-chome, Shinagawa-ku,
Tokyo, Japan

Title and
name of
Representative

Kazuo Hirai
Representative Corporate
Executive Officer

Hiroaki Kitano

Representative Director and
President

Masaaki Isozu
Representative Director and
President

 

Stated capital

¥ 646,654 million

¥ 50 million

¥ 10 million

Number of
shares issued

1,044,707,767 shares 1,000 shares 200 shares
Fiscal year-end March 31 March 31 March 31

Major
shareholders
and
shareholding
ratios

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%

 

Sony Corporation 100%

Sony Corporation 90%
Sony Computer Science Laboratories, Inc. 10%

 

Net assets

¥ 2,783,141 million
(consolidated) (Note)

¥ 380 million
(non-consolidated)

Total assets

¥ 15,333,720 million
(consolidated)

¥ 612 million
(non-consolidated)

Net assets per
share

¥ 2,163.63

(consolidated) (Note)

¥ 380,768.47
(non-consolidated)

Sales and
operating


revenue

¥ 7,767,266 million
(consolidated)

¥ 1,027 million
(non-consolidated)

Operating
income

¥ 26,495 million
(consolidated)

¥ 19 million
(non-consolidated)

Ordinary
income

¥ 25,741 million
(consolidated) (Note)

¥ 124 million
(non-consolidated)

Net income

(¥ 128,369) million
(consolidated) (Note)

¥ 77 million
(non-consolidated)

Net income per
share

(¥ 124.99)
(consolidated) (Note)

 

¥ 77,161.22
(non-consolidated)

 

Note: 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.

(2) Summary of Sony’s business subject to the company split

a. Sony’s business subject to the company split

Online education service business, as provided in the joint incorporation-type company split plan

b. Operating results of Sony’s business to be transferred by the company split (for the fiscal year ended March 31, 2014)

Net sales:   ¥ 0

c. Sony’s assets and liabilities to be succeeded to upon the company split

Assets:   Approximately ¥ 650 million
Liabilities: ¥ 0

The above amount are Sony’s estimates as of November 30, 2014 and described in the joint incorporation-type company split plan

5. Status after the company split

There will be no changes in the trade name, location of the head office, title and name of representatives, business (excluding the business transferred by the contemplated company split), stated capital or fiscal year-end of Sony upon the completion of the contemplated company split.

6. Outlook

No impact on Sony’s consolidated financial results for the fiscal year ending March 31, 2015 is anticipated as a result of the completion of the contemplated company split.

(For reference) Sony’s consolidated financial forecast for the fiscal year ending March 31, 2015, which was announced on October 31, 2014, and its consolidated financial results for the fiscal year ended March 31, 2014

(Yen in billions)

   

Sales and
operating
revenue

 

Operating
income

 

Income before
income taxes

 

Net income attributable
to Sony Corporation’s
stockholders

Consolidated financial
forecast for the fiscal year
ending March 31, 2015

7,800 (40) (50) (230)

Consolidated financial
results for the fiscal year
ended March 31, 2014

7,767 26.5 25.7 (128.4)

Short Name: Sony Corp
Category Code: MSC
Sequence Number: 445419
Time of Receipt (offset from UTC): 20141217T142737+0000

Contacts

Sony Corporation

Contacts

Sony Corporation