For Immediate Release September 7, 2018
Pioneer Announces Transfer of Shares of
Its Consolidated Subsidiary (Tohoku Pioneer EG Corporation)
Pioneer Corporation (hereinafter "Pioneer") announced that it has resolved, at a meeting of its board of directors held today, to transfer (hereinafter the "Share Transfer") all shares of Tohoku Pioneer EG Corporation (hereinafter "Tohoku Pioneer EG") owned by Tohoku Pioneer Corporation (hereinafter "Tohoku Pioneer"), a consolidated subsidiary of Pioneer, to DENSO Corporation (hereinafter "DENSO").
1. Reasons for the Share Transfer
Since its establishment in 1988, Tohoku Pioneer EG, as our consolidated subsidiary engaged in the factory automation (hereinafter "FA") business, has provided the highest quality and unique FA production systems that meet customers' needs across various industries, including the automobile industry as well as the electrical goods and electronics, pharmaceutical and medical device, food, semiconductors and IT industries.
Aiming to become a leading company in "Comprehensive Infotainment" that creates comfort, excitement, reliability and safety in vehicles, Pioneer has concentrated its management resources on its core Car Electronics business, and is proceeding the Group-wide business selection and concentration by comprehensively examining various factors, including the strengths of each business of the Group, synergies to the Car Electronics business, profitability and market growth. While proceeding the business selection and concentration, Pioneer has concluded that the transfer of all of Tohoku Pioneer EG's shares to DENSO would expedite FA business expansion under DENSO and, therefore, made this resolution.
2. Outline of the consolidated subsidiary to be transferred
(1) Trade name
Tohoku Pioneer EG Corporation
(2) Location
2-1-57 Ishidorii, Tendo, Yamagata, Japan
(3) Title and name of representative
Heikichi Muneta, President and Representative Director
(4) Business activities
Manufacture of various kinds of custom-made automated production equipment and high precision flow measurement devices
(5)
Stated capital
(6)
Date of incorporation
Stated capital incorporation
350 million yen
May 6, 1988
(7) | Major share-holders and their shareholding ratios |
holders and their
(8)Relationship between Pioneer and Tohoku Pioneer EGTohoku Pioneer CorporationCapital relationshipPersonnel relationshipBusiness relationship
Tohoku Pioneer, which is a wholly-owned subsidiary of Pioneer, owns all of Tohoku Pioneer EG's shares.
As of today, two employees of Tohoku Pioneer serve as a director or a corporate auditor of Tohoku Pioneer EG. In addition, as of March 31, 2018, 98 employees of Tohoku Pioneer were seconded to Tohoku Pioneer EG.
Tohoku Pioneer has been entrusted with a part of the back office operations of Tohoku Pioneer EG. In addition, Pioneer and Tohoku Pioneer provide and receive lending to/from Tohoku Pioneer EG.
100.0%
(9) | Tohoku Pioneer EG's business results for the last three years |
business results for the last three years
(In millions of yen except dividend information) Fiscal Year ended/As of March 31
2016
Total equity Total assets
Total equity per share Net sales
Operating income Ordinary income Net income
Net income per share
Dividend per share (yen)
4,866
9,321
4.9
11,308
1,594
1,590
1,052
1.1
450,000
2017
5,410
10,044
5.4
12,911
1,604
1,576
1,070
1.1
525,000
3. Outline of the company to which the shares are to be transferred
(1) Trade name
(2) Location
(3) Title and name of representative
(4) Business activities
(5) Stated capital
(6) Date of incorporationDENSO Corporation
2018
6,484
12,351
6.5
12,442
1,916
1,878
1,274
1.3
200,000
1-1, Showa-cho, Kariya, Aichi, Japan
Koji Arima, President & CEO
Manufacture and sale of automotive components and systems, and industrial products and consumer products 187,457 million yen (as of March 31, 2018)
December 16, 1949
(7) Consolidated total equity
3,774,293 million yen (as of March 31, 2018)
(8) Consolidated total assets
(9) Major share-holders and their shareholding ratios
(as of March 31, 2018)
(10) Relationship between Pioneer and DENSO
5,764,417 million yen (as of March 31, 2018)Toyota Motor Corporation 24.23%
TOYOTA INDUSTRIES CORPORATION 8.89%
The Master Trust Bank of Japan, Ltd. (Trust Account) 5.25%
Japan Trustee Services Bank, Ltd. (Trust Account) 4.38%
Towa Real Estate Co., Ltd. 4.27%
Nippon Life Insurance Company 2.49%
AISIN SEIKI Co., Ltd. 1.60%
DENSO Employees' Shareholding Association 1.53%
Mitsui Sumitomo Insurance Company, Limited 1.22%
STATE STREET BANK WEST CLIENT - TREATY 505234 1.13%Capital relationship
Personnel relationshipBusiness relationship
Related party or not
Not applicable.
Not applicable.
There are sales and purchase transactions for goods and components between Pioneer and its affiliates, and DENSO and its affiliates. There is no other business relationship to be specified.
Not applicable.
4. Outline of Tohoku Pioneer Corporation
(1) Trade name
(2) Location
(3) Title and name of representative
(4) Business activities
(5)
Stated capital
Tohoku Pioneer Corporation
1105 Nikko, Kunomoto, Tendo, Yamagata, Japan
Hiroyuki Mineta, President and Representative Director
Manufacture and sale of car electronics products and organic light-emitting diode (OLED) products, and business incidental and related to these businesses
Stated capital
10,800 million yen
5. Number of shares to be transferred, transfer price and status of shares owned before and after the Share Transfer
(1) | Number of shares | 1,001 shares |
owned before the | (Number of voting rights: 1,001) | |
Share Transfer | (Ratio of voting rights: 100.0%) | |
(2) | Number of shares | 1,001 shares |
to be transferred | (Number of voting rights: 1,001) | |
(3) | Transfer price | 10,900 million yen |
(4) | Number of shares | 0 |
owned after the | (Number of voting rights: 0) | |
Share Transfer | (Ratio of voting rights: 0%) |
6. Schedule
(1) Date of the resolution of the board of directorsSeptember 7, 2018
(2) Execution date of the Share Transfer agreement
September 7, 2018
(3) Date of the Share Transfer
December 1, 2018 (Scheduled)
7. Future Prospects
Due to the Share Transfer, Pioneer expects to record approximately 3,300 million yen of extraordinary income in the consolidated financial results for the fiscal year ending March 31, 2019.
The forecast for net income (loss) attributable to owners of Pioneer Corporation for the fiscal year ending March 31, 2019 has not currently been disclosed but Pioneer will announce it once it has been estimated.
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For further information, please contact: Harumitsu Saito
Director and Senior Executive Officer Pioneer Corporation, Tokyo
Phone: +81-3-6634-8777 / Fax: +81-3-6634-8745 E-mail:pioneer_ir@post.pioneer.co.jp
IR Website: https://global.pioneer/en/ir/
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Pioneer Corporation published this content on 07 September 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 07 September 2018 08:26:02 UTC