Kyocera 6-K 2008
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of January 2008
Commission File Number: 1-07952
6 Takeda Tobadono-cho, Fushimi-ku,
Kyoto 612-8501, Japan
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F X Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Registration S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Registration S-T Rule 101(b)(7):
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b); 82-
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
Date: January 23, 2008
Information furnished on this form:
To All Persons Concerned
Notice regarding Acquisition of Mobile Phone Related Business of
SANYO Electric Co., Ltd.
This is to advise you that, following a resolution of its Board of Directors adopted on January 21, 2008, Kyocera Corporation (the Company) has executed a final agreement regarding the acquisition of the mobile phone-related business of SANYO Electric Co., Ltd. (Headquarters: Moriguchi City, Osaka, President: Seiichiro Sano) (SANYO), as to which notice of execution of a basic agreement was given on October 11, 2007. The business acquisition will be undertaken by means of a corporate split that will become effective on April 1, 2008.
The Company views the communication equipment related business, including mobile phones, PHS and wireless communication systems, as one of its principal businesses and aims to establish a highly profitable business mix therein. The Company will amalgamate the strong customer base of SANYO in Japan and North America and expand the size of its business to meet the severe challenge of this highly competitive sector. In addition, integrating the business resources cultivated by SANYO, such as its excellent product development and design technologies will increase the Companys ability to meet customer needs. The Company also believes that, by introducing the Amoeba Management System, which is unique to the Company, the cost competitiveness of the relevant business can be further enhanced and a stronger business structure established.
The Company will participate in the corporate split without approval of its general shareholders meeting pursuant to Clause 3 of Article 796 of the Corporation Act (summary procedures for corporate split).
This business acquisition will be undertaken by means of a corporate split. In such split, SANYO will be the company undertaking such split and the Company will be the acquiring company.
Consideration for the acquisition will be an amount calculated by subtracting the amount of outstanding debts accruing interest to be acquired as of the effective date of the corporate split from, and adding the amount of cash and deposits to be acquired as of the effective date of the corporate split to, the total value of the acquired business, subject to further adjustments as agreed between the Company and SANYO. Such total value of the acquired business has been agreed to be 50 billion yen, and after deducting the amount of cash and deposits to be reserved for SANYO for operational purposes (a condition precedent in determining such value), it has been fixed at approximately 40 billion yen. The final amount of consideration will be determined after the effective date of the corporate split, at which time notice thereof will be given.
The total value of the acquired business has been decided based on the Discounted Cash Flow method (DCF), and based thereon the amount of consideration has been determined through careful discussion between the Company and SANYO.
No increase in the amount of paid-in capital will take place as a result of the acquisition.
It is planned that no stock acquisition rights issued by SANYO shall be acquired to the Company. There are no bonds with stock acquisition rights to be acquired.
As of the effective date of this acquisition, the Company shall acquire the assets, debts, employment agreements and other rights and obligations relating to the mobile phone-related business of SANYO.
The Company does not expect any problem in connection with due performance of its debts following the effective date of the acquisition, in light of its assets, debts and net asset value.
Development, manufacture and sale of mobile phone, PHS and wireless communication systems, etc.
These will not be changed as a result of the acquisition.
These will be increased by the amounts to be acquired as a result of the acquisition.
An amount representing the difference between (i) the amount of consideration to be paid to SANYO in the acquisition and (ii) an amount calculated by deducting the current value of liabilities from the current value of assets of SANYO to be acquired, shall be recorded as goodwill. Such goodwill to be recorded will not be subject to depreciation in the consolidated financial statements of the Company (based on U.S. GAAP), but will be subject to depreciation annually in equally amounts for the period during which the effect thereof continues in the non-consolidated financial statements of the Company (based on Japanese GAAP) and recorded in costs of sales and general administration.
The acquisition is expected to have almost no impact on the performance of the Company for the fiscal year ending March 31, 2008, on either a consolidated or a non-consolidated basis.