Pioneer : Announces Transfer of Shares of Its Consolidated Subsidiary (Tohoku Pioneer EG Corporation) (PDF 136 KB)

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

(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%

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

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/