Notice Concerning the Company Split of the Lighting Business (Simplified Split) and It's Succession by IRIS Ohyama Inc.
March 31, 2016
At the meeting of the Board of Directors of ROHM Co. Ltd. ("Company") held on March 31, 2016, it was resolved to divest the Company's lighting business via Company Split ("Divestiture") effective on May 31, 2016, whereupon the business will be acquired by IRIS Ohyama Inc. This Divestiture is a simplified split and since no more than 10% of the Company's net assets as of the last day of the previous fiscal year and no more than 3% of the Company's sales earned in the previous fiscal year are estimated to be reduced as a result of the Divestiture, the Company will shorten certain items and contents in the items it discloses.
1. Objective of the Divestiture
Although the Company has been successful in acquiring semiconductor and electronic device technologies in lighting equipment and lighting systems in its "Optical Device-Related Business," the conditions of the lighting equipment market remains challenging. Pursuant to these conditions and with a goal of strengthening the competitiveness and profitability of the Company's lighting business, the Company has decided to execute the Divestiture and entrust the business to the IRIS Ohyama Inc., a firm that is expanding in the lighting equipment market.
2. Overview of the Divestiture
（1）Schedule of Divestiture
Board of Directors Meeting for Resolving to Execute Divestiture
March 31, 2016
Signing Divestment Contract
March 31, 2016
Effective Date
May 31, 2016 (planned date)
Note: This Divestiture falls under Article 784 Clause 2 of the Companies Act and therefore the Company does not plan to hold a general meeting of shareholders for resolving to execute the Divestiture.
（2）Method of Divestiture
The Divestiture is a Simplified Absorption-Type Split where the Company is the Splitting Company and IRIS Ohyama Inc. is the Succeeding Company.
（3）Assignment of Assets
IRIS Ohyama Inc. is scheduled to allocate about 0.3 billion yen to Company.
（4）Treatment of Share Warrants and Convertible Bonds Following Divestiture
There are no applicable matters.
（5）Change in Capital as a Result of Divestiture
This Divestiture does not have any effect on the Company's capital.
（6）Rights and Obligations Succeeded by Succeeding Company
All assets, rights, and obligations of the Company's lighting business, excluding monetary claims and monetary duties that arise prior to the effective date, will be succeeded by IRIS Ohyama Inc.
（7）Prospects for Fulfillment of Debts
There are no foreseen problems concerning the fulfillment of debt by either the Company or IRIS Ohyama Inc. following the effective date.
（8）Basic Understanding of Assignment of Assets Under this Corporate Restructuring
The Company and IRIS Ohyama Inc. have come to an agreement on the assignment of assets following deliberations and consideration of various matters such as the book value of assets.
3. Outline of the Splitting Company and Succeeding Company
Splitting Company （March 31, 2015）
Succeeding Company （December 31, 2015）
(1) Name
ROHM Co., Ltd.
IRIS Ohyama Inc.
(2) Location
21 Saiin Mizosaki-cho, Ukyo-ku, Kyoto 615-8585
2-12-1 Itsutsubashi Aoba-ku, Sendai 980-8510
(3) Name and Title of Representative
President Satoshi Sawamura
President Kentaro Ohyama
(4) Overview of Business
Development, manufacturing and sales of electronic components including semiconductors
Designing, developing, manufacturing and sales of home-use products
(5) Capital
86,969 million yen
100 million yen
(6) Date of Establishment
September 17, 1958
April 14, 1971
(7) Number of Issued Shares
113,400,000 shares
104,000 shares
(8) Fiscal Year End
March
December
(9) Major Shareholders and Ratio of Held Shares
Rohm Music Foundation 7.56% The Master Trust Bank of Japan, Ltd. (Trust account) 6.66% Japan Trustee Services Bank, Ltd. (Trust account) 4.50%
OHYAMA Co.,Ltd 61.7% Kentaro Ohyama 27.9%
(10) Financials and Business Results of the Previous Fiscal Year
Fiscal Period
The fiscal year ended March 31, 2015 (Consolidated)
The fiscal year ended December 31, 2015 (Non- consolidated)
Net Assets
752,433 million yen
95,030 million yen
Total Assets
864,380 million yen
163,492 million yen
Net Assets per Share
6,975.07 yen
960,396.48 yen
Net Sales
362,772 million yen
105,895 million yen
Operating Income
38,800 million yen
1,666 million yen
Ordinary Income
59,218 million yen
8,456 million yen
Profit Attributable to Owner's of Parent
45,296 million yen
3,074 million yen
Net Income per Share
420.16 yen
31,076.55 yen
4. Overview of the Business to be Divested
（1）Business of the Department to be Divested
Lighting Business
（2）Operating Result of Department to be Divested
Net Sales
About 5.7 billion yen (the fiscal year ended March 31, 2015)
(Including 2.3 billion yen as net sales of Company's subsidiary, AGLED Co., Ltd. to be signed business transfer contract)
（3）Value of Assets and Debts to be Transferred
Type of Asset
Inventory, Cash, Fixed Assets
Value of Asset
1.4 billion yen (As of end of February 2016)
Type Debt
Reserve Fund
Value of Debt
1.05 billion yen
5. The Company and IRIS Ohyama Inc. Post-Divestment
The trade name, location, representative, business, capital, and fiscal period will not change for neither the Company nor Iris Ohyama Inc. post-divestment.
6. Effect of Divestiture
The Divestiture will have limited effect on the Company's operating results and consolidated financials.
(Reference) Predicted Business Results for Current Fiscal Year (announced on November 5, 2015) and Business Results of Previous Fiscal Year (the fiscal year ended March 31, 2015)
Net Sales
Operating Income
Ordinary Income
Profit Attributable to Owner's of Parent
Net Income per Share
Predicted Business Results for Current Fiscal Year (The fiscal year ending March 31, 2016)
Million yen 363,000
Million yen 34,000
Million yen 40,000
Million yen 31,000
yen 291.97
Business Results of Previous Fiscal Year (The fiscal year ended March 31, 2015)
Notice Concerning the Company Split of the Lighting Business (Simplified Split)
and It's Succession by IRIS Ohyama Inc.
March 31, 2016
At the meeting of the Board of Directors of ROHM Co. Ltd. ("Company") held on March 31, 2016, it was resolved to divest the Company's lighting business via Company Split ("Divestiture") effective on May 31, 2016, whereupon the business will be acquired by IRIS Ohyama Inc. This Divestiture is a simplified split and since no more than 10% of the Company's net assets as of the last day of the previous fiscal year and no more than 3% of the Company's sales earned in the previous fiscal year are estimated to be reduced as a result of the Divestiture, the Company will shorten certain items and contents in the items it discloses.
1. Objective of the Divestiture
Although the Company has been successful in acquiring semiconductor and electronic device technologies in lighting equipment and lighting systems in its "Optical Device-Related Business," the conditions of the lighting equipment market remains challenging. Pursuant to these conditions and with a goal of strengthening the competitiveness and profitability of the Company's lighting business, the Company has decided to execute the Divestiture and entrust the business to the IRIS Ohyama Inc., a firm that is expanding in the lighting equipment market.
2. Overview of the Divestiture
（1）Schedule of Divestiture
Note: This Divestiture falls under Article 784 Clause 2 of the Companies Act and therefore the Company does not plan to hold a general meeting of shareholders for resolving to execute the Divestiture.
（2）Method of Divestiture
The Divestiture is a Simplified Absorption-Type Split where the Company is the Splitting Company and IRIS Ohyama Inc. is the Succeeding Company.
（3）Assignment of Assets
IRIS Ohyama Inc. is scheduled to allocate about 0.3 billion yen to Company.
（4）Treatment of Share Warrants and Convertible Bonds Following Divestiture
There are no applicable matters.
（5）Change in Capital as a Result of Divestiture
This Divestiture does not have any effect on the Company's capital.
（6）Rights and Obligations Succeeded by Succeeding Company
All assets, rights, and obligations of the Company's lighting business, excluding monetary claims and monetary duties that arise prior to the effective date, will be succeeded by IRIS Ohyama Inc.
（7）Prospects for Fulfillment of Debts
There are no foreseen problems concerning the fulfillment of debt by either the Company or IRIS Ohyama Inc. following the effective date.
（8）Basic Understanding of Assignment of Assets Under this Corporate Restructuring
The Company and IRIS Ohyama Inc. have come to an agreement on the assignment of assets following deliberations and consideration of various matters such as the book value of assets.
3. Outline of the Splitting Company and Succeeding Company
（March 31, 2015）
（December 31, 2015）
7.56%
The Master Trust Bank of Japan, Ltd. (Trust account)
6.66%
Japan Trustee Services Bank, Ltd. (Trust account)
4.50%
61.7%
Kentaro Ohyama
27.9%
Owner's of Parent
4. Overview of the Business to be Divested
（1）Business of the Department to be Divested
Lighting Business
（2）Operating Result of Department to be Divested
（3）Value of Assets and Debts to be Transferred
5. The Company and IRIS Ohyama Inc. Post-Divestment
The trade name, location, representative, business, capital, and fiscal period will not change for neither the Company nor Iris Ohyama Inc. post-divestment.
6. Effect of Divestiture
The Divestiture will have limited effect on the Company's operating results and consolidated financials.
(Reference) Predicted Business Results for Current Fiscal Year (announced on November 5, 2015) and Business Results of Previous Fiscal Year (the fiscal year ended March 31, 2015)
363,000
34,000
40,000
31,000
291.97
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