| Form 20-F X | Form 40-F __ |
| SONY CORPORATION | |
| (Registrant) | |
| By: /s/ Hiroki Totoki | |
| (Signature) | |
| Hiroki Totoki | |
Executive Deputy President and | |
| Chief Financial Officer |
| 1. | Purpose of the company split | |
Sony will perform the contemplated company split for the purpose of transferring to SHES the shares of the companies running the recycling business in which Sony invests, together with Sony’s contractual status relating to such investments, as a part of the transfer from Sony to SHES of recycling and environmental-related functions and administration with respect to Sony Group’s TV products. |
| 2. | Summary of the company split | ||
| (1) | Schedule of the company split | ||
| Approval of the company split agreement | |||
| (by the representative corporate executive officer) | September 11, 2020 | ||
| Execution of the company split agreement | September 15, 2020 (scheduled) | ||
| Effective date of the company split | October 30, 2020 (scheduled) |
| * | Sony will perform the contemplated company split without obtaining shareholder approval of the company split agreement pursuant to the provisions of the “small-scale company split” as set forth in Paragraph 2 of Article 784 of the Companies Act of Japan. |
| (2) | Method of the company split | |
| The method of the contemplated company split is an absorption-type company split between Sony (as the splitting company) and SHES (as the successor company). | ||
| (3) | Details of consideration allotted upon the company split | |
| SHES will issue 2,231 common shares of SHES to Sony upon the completion of the contemplated company split as consideration for the assets, liabilities, agreements, and other rights and obligations transferred to SHES. | ||
| (4) | Treatment of stock acquisition rights and bonds with stock acquisition rights of the splitting company | |
There will be no changes to the treatment of stock acquisition rights or bonds with stock acquisition rights of Sony upon the completion of the contemplated company split. |
| (5) | Increase or decrease of the stated capital upon the company split | |
| There will be no increase or decrease in Sony’s stated capital upon the contemplated company split. | ||
| (6) | Rights and obligations to be succeeded by the successor company | |
| SHES, as the successor company, will succeed to certain rights and obligations related to the Business, such as assets, liabilities and agreements, as set forth in the company split agreement. | ||
| (7) | Expectation on the performance capabilities of the successor company’s obligations | |
| Sony expects that the contemplated company split will have no material impact on the ability of SHES to perform its obligations that become due after the effective date of the contemplated company split. |
| 3. | Summary of both parties (the numbers and information shown below are as of March 31, 2020 for each of Sony and SHES) | |
| (1) | Summary of both parties |
Trade name | Sony Corporation (Splitting Company) | Sony Home Entertainment & Sound Products Inc. (Successor Company) |
Location of head office | 7-1, Konan 1-chome, Minato-ku, Tokyo, Japan | 10-1, Osaki 2-chome, Shinagawa-ku, Tokyo, Japan |
Title and name of Representative | Kenichiro Yoshida Representative Corporate Executive Officer, Chairman, President and CEO | Ichiro Takagi Representative Director and President |
Business | Manufacturing of electronic data processing machines, digital and analog computer, equipment and accessories | Design, development and manufacturing of TVs, video & sound products and associated peripherals. |
Stated capital | ¥ 880,214 million | ¥ 110 million |
Date of incorporation | May 7, 1946 | May 29, 2014 |
Number of shares issued | 1,261,058,781 shares | 2,200 shares |
Fiscal year-end | March 31 | March 31 |
Major shareholders and shareholding ratio | 1 Citibank as Depositary Bank for Depositary Receipt Holders 9.38% 2 The Master Trust Bank of Japan, Ltd. (Trust Account) 8.20% 3 Japan Trustee Services Bank Ltd. (Trust Account) 6.13% 4 JP Morgan Chase Bank 385632 3.18% 5 Japan Trustee Services Bank, Ltd. (Trust Account 7) 2.38% | Sony Corporation 100% |
Financial status and operating results for the last fiscal year | ||
Net assets | ¥ 4,789,535 million (consolidated) (Note) | ¥ 35,515 million (non-consolidated) |
Total assets | ¥ 23,039,343 million (consolidated) | ¥ 217,453 million (non-consolidated) |
Net assets per share | ¥ 3,380.96 (consolidated) | ¥ 16,143,293.33 (non-consolidated) |
Net sales | ¥ 8,259,885 million (consolidated) | ¥727,297 million (non-consolidated) |
Operating income | ¥ 845,459 million (consolidated) | ¥11,936 million (non-consolidated) |
Ordinary income | ¥ 799,450 million (consolidated) (Note) | ¥11,862 million (non-consolidated) |
Net income | ¥ 582,191 million (consolidated) (Note) | ¥9,313 million (non-consolidated) |
Net income per share | ¥ 471.64 (consolidated) (Note) | ¥4,233,093.86 million (non-consolidated) |
| Note: | Since Sony prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States, “total equity”, “income before income taxes”, “net income attributable to Sony’s stockholders” and “net income attributable to Sony’s stockholders per share of common stock” are stated in place of “Net assets”, “Ordinary income”, “Net income” and “Net income per share”, respectively. |
| (2) | Summary of business subject to the company split | |
| Sony’s business as a manufacturer under the Home Appliance Recycling Act of Japan |
| (3) | Operating results of the Business transferred by the company split for the fiscal year ended March 31, 2020 | ||
| Net sales: | ¥ 60 million | ||
| (4) | Assets and liabilities to be succeeded upon the company split (as of June 30, 2020) | ||
| Assets: | ¥ 223 million | ||
| Liabilities: | ¥ 0 million | ||
| 4. | Status after the company split | |
| Upon the completion of the contemplated company split, there will be no changes in the trade name, the location of the head office, the title and name of representatives, the business (excluding the Business transferred by the contemplated company split), the stated capital or fiscal year-end of Sony or those of SHES. | ||
| 5. | Outlook after the company split | |
| No material impact on Sony’s consolidated financial results for the fiscal year ending March 31, 2021 is anticipated as a result of the completion of the contemplated company split. |
Sales and operating revenue | Operating income | Income before income taxes | Net income attributable to Sony Corporation’s stockholders | |
Consolidated financial forecast for the fiscal year ending March 31, 2021 | 8,300,000 | 620,000 | 685,000 | 510,000 |
Consolidated financial results for the fiscal year ended March 31, 2020 | 8,259,885 | 845,459 | 799,450 | 582,191 |
