Kyocera 6-K 2013
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the month of February 2013
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): ¨
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: February 12, 2013
Information furnished on this form:
To All Persons Concerned
Notice Relating to Reorganization of Liquid Crystal Display Business of Kyocera Group
This is to advise you that Kyocera Corporation (the Company) has resolved at a meeting of its Board of Directors held on February 12, 2013 to split off its liquid crystal display (LCD) related business and transfer this business to Kyocera Display Corporation (KYD), a consolidated subsidiary and a specialized manufacturer of LCDs and related products mainly for industrial machinery applications, effective as of April 1, 2013, as described below. The relevant corporate split will take the form of a dividing and succeeding corporate split, using a procedure under which a prescribed portion of the business of the Company will be succeeded to a wholly-owned subsidiary of the Company, and therefore, certain matters required in cases of corporate splits not using such procedure are omitted in this document.
In February 2012, the Company acquired 100% of the shares of Optrex Corporation (currently KYD), a specialized manufacturer of LCDs and related products, and made it a consolidated subsidiary.
KYD operates LCD related business through its high technological capabilities and strong customer bases for, among others, automotive applications. On the other hand, the Company operates an LCD related business mainly for the industrial machinery market.
This reorganization is intended to concentrate the Kyocera Groups resources for the LCD related business within KYD, in order to promote integrated development, manufacturing and sales functions, and thereby strengthen development capabilities and improve productivity, as well as to further enhance related management fundamentals.
In addition, in order to promote efficiency and a sense of unity, effective as of April 1, 2013, KYDs wholly-owned subsidiary, Kyocera Display Hiroshima Corporation will be merged into KYD, and KYDs head office will be moved from Arakawa-ku, Tokyo to Yasu City, Shiga Prefecture, where the Shiga Yasu factory of the Company is located.
This will be a dividing and succeeding corporate split, in which the Company will be the divided company and KYD, a wholly-owned subsidiary of the Company, will be the succeeding company.
It has been decided that a dividing and succeeding corporate split, in which shares issued by KYD will be allocated to the Company, is the most suitable option for consolidation of the Companys LCD related business within KYD, a wholly-owned subsidiary of the Company.
One share to be issued by KYD in the corporate split shall be allocated to the Company.
As the corporate split will be made between the Company and the Companys wholly-owned subsidiary, the Company and KYD have agreed that one share of KYD shall be issued and allocated to the Company.
There will be no change in the Companys capital amount in connection with the corporate split.
As of the effective date of the corporate split, KYD will succeed assets, liabilities, rights and obligations belonging to the Companys LCD related business under agreements and contracts to which the Company is a party.
Taking into consideration the amount of assets and liabilities and the net asset value of the Company, it is judged that there will be no problem with respect to the certainty of performance of its debts by the Company.
Taking into consideration the amount of assets and liabilities and the net asset value of KYD and the amount of assets and liabilities and the net asset value, etc. to which KYD will succeed, it is judged that there will be no problem with respect to the certainty of performance of its debts by KYD.
Manufacturing, research and development and sales divisions of LCD related products and touch panels.
Net sales of the Company derived from its LCD related business for the fiscal year ended March 31, 2012 were 24,115 million yen, representing 4.2% of the total net sales of the Company in the amount of 570,310 million yen for the same period.
(Millions of Yen)
KYD will succeed to all assets and liabilities of the Companys LCD related business at their book value and the excess of the amount of assets from the amount of liabilities of the prescribed business of the Company to which KYD will succeed will be recognized as the Companys investment in a subsidiary. Accordingly, there will be no change in the Companys net asset value and there will be a decrease in the amount of the Companys assets in an amount equivalent to the amount of liabilities to be assumed by KYD.
It is a corporate split to which the Company and its wholly-owned subsidiary are parties. In addition, the effective date of the corporate split will be April 1, 2013, and accordingly, there will be no impact from the corporate split on the forecasted performance of the Company for the fiscal year ending March 31, 2013.