Sumitomo Metals Announces Particulars of Spin-off of Titanium Sheet and Plate Business to Subsidiary Sumitomo Metals (Naoetsu) Aimed at Strengthening Titanium Business
2008.01.30
- Sumitomo Metal Industries, Ltd.
On November 29, 2007, Sumitomo Metal Industries, Ltd. (Sumitomo Metals) announced plans to spin off its titanium plate business to subsidiary Sumitomo Metals (Naoetsu), Ltd. The particulars of this move were decided at today's Board of Directors meeting.
1. Purpose of spin-off
Sumitomo Metals thinks global demand for titanium will continue to rise going forward, led by aircraft manufacturers. Accordingly, Sumitomo Metals Group is integrating manufacturing, sales, and technical services in order to improve customer service and reinforce the foundation of our titanium business. As part of this, the Company has also decided to spin off its titanium sheet and plate business.
2. Summary of company spin-off
(1) Spin-off schedule
- Board of Directors decision: January 30, 2008
- Spin-off agreement finalized: January 31, 2008 (expected)
- Date agreement effective: April 1, 2008 (expected)
(2) Spin-off method
Sumitomo Metals plans to spin the business off to its wholly owned subsidiary Sumitomo Metals (Naoetsu) via the simple spin-off method.
(3) Decline in capital, due to spin-off
N/A
(4) Handling of Sumitomo Metals' warrants and warrant bonds
There are no outstanding warrants or warrant bonds.
(5) Rights and obligations assumed by succeeding company
The succeeding company will assume assets and liabilities related to the titanium sheet and plate business as well as existing contractual positions. Assets and liabilities will be valued based on our September 30, 2007 balance sheet, with adjustments made for any change in value between then and the date the spin-off agreement takes effect.
(6) Redemption of debt
After the spin-off, both Sumitomo Metals and Sumitomo Metals (Naoetsu) will have sufficient non-exempt property to cover existing debts, so Sumitomo Metals foresees no problem for either company in terms of meeting obligations.
3. Outline of divesting company
(1) Outline of Sumitomo Metals (consolidated)
As of March 31, 2007
(2) Outline of Sumitomo Metals (Naoetsu), Ltd. (consolidated)
As of March 31, 2007
4. Outline of business being spun off
(1) Business being spun off
Titanium sheet and plate sales and technical services
(2) Operating results for this business for year ended March 31, 2007
(3) Breakdown of assets and liabilities to be spun off and their value
As of September 30, 2007
5. Sumitomo Metals after the spin-off
(1) There will be no changes to the Company's name, principal businesses, headquarters location, Representative Director, or financial year-end.
(2) The impact of the spin-off on Sumitomo Metals earnings is expected to be minimal.
