[Translation]
Company Name: Sharp Corporation Representative: J.W. Tai
March 16, 2017
President & Chief Executive Officer (Code No. 6753)
Notice Regarding the Merger Between a Subsidiary and a Sub-subsidiarySharp Corporation ("Sharp") announces today that it has decided to perform a merger in which Sharp Electronics Corporation ("SEC"), Sharp's subsidiary, will be the surviving company and Sharp Electronics Manufacturing Company of America, Inc. ("SEMA"), SEC's subsidiary (Sharp's sub-subsidiary), will be the disappearing company.
Some disclosure items and details have been omitted because the merger will be performed as an absorption-type merger between the subsidiary and the sub-subsidiary of Sharp.
Reason for the merger
Although SEMA was previously the parent company that managed Sharp Electronica Mexico S.A. de
C.V. ("SEMEX"), SEMA sold all of the SEMEX shares held by SEMA and completed its function. Accordingly, Sharp decided that SEMA should be merged into SEC.
Summary of the merger
Merger method
The method of the merger is an absorption-type merger in which SEC will be the surviving company, and SEMA will be dissolved.
Schedule for the merger
Resolutions in each involved company's board of directors and shareholders' meeting:
March 17, 2017 (to be fixed) Filing of the merger petition to each state concerned: March 2017 (to be fixed)
Authorization by each state concerned (effectuation of the merger): April 2017 (to be
fixed)
Content of allocation pertaining to the merger
There will be no money, etc. delivered to SEC in lieu of SEMA's shares due to the merger because the merger will be an absorption-type merger between the parent company and its subsidiary, nor will SEC issue new shares or increase its capital.
Treatment of stock acquisition rights and bonds with stock acquisition rights of the disappearing company
Outline of the companies involved in the merger
Surviving Company
Disappearing Company
(i)
Name
Sharp Electronics Corporation
Sharp Electronics Manufacturing Company of America, Inc.
(ii)
Location
100 Paragon Drive, Montvale, NJ, 07645 U.S.A.
9295 Siempre Viva Road, Suite J2, San Diego, CA 92154, U.S.A.
(iii)
Title and Name of Representative
CEO, Douglas Albregts
President, Masahiro Aotake
(iv)
Details of Business
Manufacturing and sales of household appliances and office machines as well as sales of electric components
Manufacturing and sales of household appliances
(v)
Capital
448,292,240 U.S. dollars
68,002,955 U.S. dollars
(vi)
Date of
Establishment
May 11, 1962
November 13, 1997
(vii)
Number of Issued Shares
4,992 shares
29,785 shares
(viii)
Fiscal Year Ended
March
March
(ix)
Major Shareholder and Shareholding Percentage
Sharp 100%
SEC 100%
(x)
Consolidated Results of Operations and Financial Conditions of the Relevant Company for Previous Three Fiscal Years
Fiscal Year Ended
Fiscal year ended March 2016
Fiscal year ended March 2016
Net Assets
617,762 thousand U.S. dollars
105,849 thousand U.S. dollars
Total Assets
1,747,282 thousand U.S. dollars
114,307 thousand U.S. dollars
Net Assets per Share
123,750.40 U.S. dollars
3,553.77 U.S. dollars
Proceeds of Sale
7,923,808 thousand U.S. dollars
298,762 thousand U.S. dollars
Operating Income
143,163 thousand U.S. dollars
15,924 thousand U.S. dollars
Ordinary Income
185,905 thousand U.S. dollars
25,442 thousand U.S. dollars
Net income or Net Loss (-)
73,944 thousand U.S. dollars
-8,057 thousand U.S. dollars
Net Income or Net Loss (-) per Share
14,812.50 U.S. dollars
-270.51 U.S. dollars
Dividend per Share
14,022.46 U.S. dollars
-
Status after the merger
No changes will be made to the name, location, title and name of the representative, details of business, capital, and fiscal year end of SEC, which is the surviving company of the absorption-type merger, due to the merger.
Future outlook
Not applicable.
- 2 -
The impact of this transaction on Sharp's consolidated results will be minor.
End
Sharp Corporation published this content on 16 March 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 16 March 2017 07:28:13 UTC.
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