Notice regarding Succession of Sumitomo Metals' Bridge Business by Subsidiary Based on Corporate Split (Simple Absorption-type Split)

2009.03.31

  • Sumitomo Metal Industries, Ltd.

Sumitomo Metal Industries, Ltd. (Sumitomo Metals) passed a resolution at a meeting of the Board of Directors held today. The resolution states that Sumitomo Metals will enter into an agreement with Yokogawa Bridge Holdings Corp. (YBHD) to implement a corporate split (absorption-type split) whereby Sumitomo Metals' bridge business will be succeeded by its consolidated subsidiary Sumikin Bridge Center Co., Ltd. on July 1, 2009 (scheduled date). Details of the agreement are outlined below.

On the basis of the basic agreement to turn Sumitomo Metals' bridge business into a joint venture that was concluded between YBHD and Sumitomo Metals on January 29, 2009, Sumitomo Metals conducted further investigations with YBHD and passed a resolution to enter a final agreement relating to the formation of a joint venture at a meeting of the Board of Directors held today. This corporate split will be carried out before implementing the formation of the joint venture.

Sumikin Bridge Center Co., Ltd. is scheduled to change its company name to Sumikin Bridge Co., Ltd. on the date when the corporate split becomes effective.

Note: As this split is a corporate split entailing the succession of a business division by a wholly owned subsidiary, some disclosure details have been omitted.

1. Objective of corporate split
As notified on January 29, 2009, in order to turn Sumitomo Metals' bridge business into a joint venture, the business will be succeeded by Sumikin Bridge Co., Ltd., a wholly owned subsidiary of Sumitomo Metals, on July 1, 2009 by means of an absorption-type split of Sumitomo Metals' bridge business. Subsequently, Sumitomo Metals plans to transfer 60% of the shares outstanding of Sumikin Bridge Co., Ltd. (currently Sumikin Bridge Center Co., Ltd.) to YBHD on October 1, 2009. The corporate name of this joint-venture company is scheduled to become Yokogawa Sumikin Bridge Corp. from October 1, 2009 onward.

2. Summary of corporate split

3. Company profiles of related parties of corporate split (as of March 31, 2008)

4. Overview of business division to be split off

5. Status of listed company after corporate split

 


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