No.1-7628
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF JANUARY 2022
COMMISSION FILE NUMBER: 1-07628
HONDA GIKEN KOGYO KABUSHIKI KAISHA
(Name of registrant)
HONDA MOTOR CO., LTD.
(Translation of registrant’s name into English)
1-1, Minami-Aoyama 2-chome, Minato-ku, Tokyo 107-8556, Japan
(Address of principal executive offices)
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 ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Notice Regarding Reorganization of the Company and its Consolidated Subsidiaries (Simplified Absorption-Type Company Splits)
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, thereunto duly authorized.
| HONDA GIKEN KOGYO KABUSHIKI KAISHA |
| (HONDA MOTOR CO., LTD.) |
/s/ Masao Kawaguchi |
| Masao Kawaguchi |
| General Manager |
| Finance Division |
| Honda Motor Co., Ltd. |
Date: January 13, 2022
| To: | Shareholders of Honda Motor Co., Ltd. / Whom It May Concern |
| From: | Honda Motor Co., Ltd. |
1-1, Minami-Aoyama 2-chome,
Minato-ku, Tokyo, 107-8556
Toshihiro Mibe
Director, President and Representative Executive Officer
(Code: 7267, First Section of the Tokyo Stock Exchange)
Contact: Eiji Fujimura
General Manager of Accounting Department, Business Management Division
(TEL.: +81-3-3423-1111)
Notice Regarding Reorganization of the Company and its Consolidated Subsidiaries
(Simplified Absorption-Type Company Splits)
Honda Motor Co., Ltd. (the “Company”) announces that it decided to conduct a company split, whereby its motorcycle motorsports rider development related business, and automobile motorsports support business for domestic race and overseas touring car race and other related business will be succeeded to by its consolidated subsidiary Honda Racing Corporation (“Company Split I”), and that the Company’s consolidated subsidiary Honda R&D Co., Ltd. (“R&D”) decided to conduct a company split, whereby its automobile motorsports business will be succeeded to by Honda Racing Corporation (“Company Split II,” Company Split I and Company Split II are collectively referred to as the “Reorganization”).
In the Reorganization, as Company Split I is a company split to which the Company and its wholly-owned subsidiary are the parties and Company Split II is a company split between the Company’s consolidated subsidiaries, the matters of disclosure and the details are disclosed with partial omissions.
| 1. | Purpose of the Reorganization |
In order to have Honda group’s motorsports business maintain competitive advantages amid a significantly changing business environment and shift to a system that is able to continue its activities, the Company decided to consolidate the executive functions for developing and operating motorsports, which are dispersed throughout the Company and its affiliates, to the Company’s wholly-owned subsidiary Honda Racing Corporation. Specifically, the Company’s motorcycle motorsports rider development related business, and automobile motorsports support business for domestic race and overseas touring car race and other related business and the Company’s consolidated subsidiary R&D’s automobile motorsports business (collectively, the “Target Business”) will be integrated into Honda Racing Corporation.
Through the Reorganization, the Company intends to enhance the quality of the motorsports business and expand its contribution to the brand value and Motorcycle and Automobile business operation, by sharing knowledge held by the motorcycle and automobile racing segments and improving the efficiency of the business activities.
| 2. | Summary of the Reorganization |
| (1) | Schedule of the Reorganization |
| Date of resolution by the board of directors (all the companies) | January 12, 2022 | |
| Date of execution of the Absorption-Type Company Split Agreement (all the companies) | January 12, 2022 (scheduled) | |
| Date of the shareholders meeting’s resolution (R&D) | March 15, 2022 (scheduled) | |
| Scheduled date of the absorption-type company splits (the effective date) | April 1, 2022 (scheduled) | |
| Date of registration of the absorption-type company splits | April 1, 2022 (scheduled) |
| * | As Company Split I falls into a simplified absorption-type company split under Article 784, paragraph 2 of the Companies Act of Japan at the Company and a summary absorption-type company split under Article 796, paragraph 1 of the Companies Act of Japan at Honda Racing Corporation, respectively, both of them will be conducted without a resolution of the shareholders meeting giving approval. |
| * | As Company Split II falls into a simplified absorption-type company split under Article 796, paragraph 2 of the Companies Act of Japan at Honda Racing Corporation, it will be conducted without a resolution of the shareholders meeting giving approval. |
| (2) | Method of the Reorganization |
It consists of absorption-type company splits whereby the Company and R&D are the splitting companies and Honda Racing Corporation is the succeeding company.
| (3) | Allotment of Consideration in relation to the Reorganization |
There will be no allotment of shares or payment of other consideration for the Reorganization.
| (4) | Handling of Stock Acquisition Rights and Bonds with Stock Acquisition Rights upon the Reorganization |
Not applicable.
| (5) | Increase or Decrease of Stated Capital upon the Reorganization |
There will be no increase/decrease in the stated capital of the Company as a result of the Reorganization.
| (6) | Rights and Obligations to be Succeeded to by the Succeeding Company |
The succeeding company will succeed to such assets, liabilities, and the contractual status relating to the Target Business as set forth in the Absorption-Type Company Split Agreement.
| (7) | Prospect for Performance of Liabilities |
The Company determines that there will be no concern in this Reorganization about prospects for performance of liabilities to be borne by the succeeding company.
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| 3. | Outline of the Parties to the Reorganization |
Splitting company | Splitting company | Succeeding company | ||||||
| (1) | Company name | Honda Motor Co., Ltd. | Honda R&D Co., Ltd. | Honda Racing Corporation | ||||
| (2) | Registered office | 2-1-1, Minami-Aoyama, Minato-ku, Tokyo | 1-4-1, Chuo, Wako-shi, Saitama-ken | 3-15-1, Senzui, Asaka-shi, Saitama-ken | ||||
| (3) | Title and name of representative | Toshihiro Mibe, Director, President and Representative Executive Officer | Keiji Ohtsu, President and Representative Director | Shinya Wakabayashi, President | ||||
| (4) | Description of business | Manufacturing, sales, and other business for the Motorcycle business operations, Automobile business operations, Life Creation business operations, and other business operations. | Research, development, and other business for the Motorcycle business operations, Automobile business operations, Life Creation business operations, and other business operations. | Research, development, manufacturing, sales, repairing, and processing of motorcycles, automobiles, and other motorized vehicles for motorsports | ||||
| (5) | Stated capital | 86,067 million yen | 7,400 million yen | 320 million yen | ||||
| (6) | Date of establishment | September 24, 1948 | July 1, 1960 | June 1, 1973 | ||||
| (7) | Number of issued and outstanding shares | 1,811,428,430 shares | 14,800,000 shares | 640,000 shares | ||||
| (8) | Account closing date | March 31 | March 31 | March 31 | ||||
| (9) | Major shareholders and ownership percentage (as of September 30, 2021) | The Master Trust Bank of Japan, Ltd. (Trust Account) 14.13% Custody Bank of Japan, Ltd. (Trust Account) 6.65% Moxley & Co. LLC 6.00% | Honda Motor Co., Ltd. 100% | Honda Motor Co., Ltd. 100% |
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(10) Operating results and financial condition for the preceding fiscal year (ended March 2021)
|
| |||||||||||
Splitting | Splitting company (R&D) | Succeeding company | ||||||||||
Fiscal year | Fiscal year ended March 2021 (consolidated, IFRS) | Fiscal year | | Fiscal year ended March 2021 (non-consolidated, | | | Fiscal year ended March 2021 (non-consolidated, | | ||||
| Equity attributable to owners of the parent | 9,082,306 million yen | Net assets | 19,910 million yen | 1,572 million yen | ||||||||
| Total assets | 21,921,030 million yen | Total assets | 83,283 million yen | 10,332 million yen | ||||||||
| Equity per share attributable to owners of the parent | 5,260.06 yen | Net assets per share | 1,345.27 yen | 2,457.40 yen | ||||||||
| Sales revenue | 13,170,519 million yen | Sales | 168,738 million yen | 16,126 million yen | ||||||||
| Operating profit | 660,208 million yen | Operating income | 1,179 million yen | 227 million yen | ||||||||
| Profit before income taxes | 914,053 million yen | Ordinary income | 1,473 million yen | 268 million yen | ||||||||
| Profit for the year attributable to owners of the parent | 657,425 million yen | Net income | 3,250 million yen | 176 million yen | ||||||||
| Basic earnings per share for the year (attributable to owners of the parent) | 380.75 yen | Net income per share | 219.63 yen | 275.33 yen | ||||||||
| 4. | Outline of the Business to be Split |
| (1) | Summary of the business to be split |
| Splitting company (the Company): | motorcycle motorsports riders development related business, and automobile motorsports support business for domestic race and overseas touring car race and other related business | |
| Splitting company (R&D): | automobile motorsports business | |
| (2) | Operating results of the business to be split (fiscal year ended March 2021) |
Sales | 36,806 million yen |
| (3) | Items and value of assets and liabilities to be split (fiscal year ended March 2021) |
Assets | Liabilities | |||||
Item | Book value | Item | Book value | |||
Current assets | 22,687 million yen | Current liabilities | 13,667 million yen | |||
Non-current assets | 8,262 million yen | Non-current liabilities | 241 million yen | |||
Total | 30,949 million yen | Total | 13,908 million yen | |||
| 5. | State after the Reorganization |
There will be no changes to the parties’ trade names, registered offices, titles and names of representatives, business details, stated capital, and account closing dates as a result of the Reorganization.
| 6. | Future Prospect |
It is expected that the impact caused by the Reorganization on the Company’s consolidated financial results will be minor.
End
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