Konica Minolta 2003 Annual Report Download - page 40

KONICA M INOLTA HOLDINGS, INC. 2 0 0 3
Pag e 38
Assumptions used in calculation of the above information are as follows:
a. Method of attributing the retirement benefits
to periods of service Straight-line basis
b. Discount rate Mainly 3.0%
c. Expected rate of return on plan assets Mainly 1.5%
d. Amortization of unrecognized prior service cost Mainly 10 years
e. Amortization of unrecognized actuarial differences Mainly 10 years
f. Amortization of transition amount The Company: Fully amortized
Subsidiaries: 5 years
13. Subsequent Events
The general shareholders’ meeting held on June 25, 2003 approved the fol-
lowing agenda:
(a) Share Exchange Agreement with Minolta Co., Ltd.
The share exchange agreement with Minolta Co., Ltd. (Minolta) was resolved
at the board of directors’ meeting held on May 15, 2003 and the Company
made a contract with Minolta immediately. The details of the share exchange
agreement are as follows:
Purpose
The Company and Minolta reached an agreement that in order to enhance
business competitiveness, improve profitability, and to maximize corporate
value as an entire group, it is the best solution to integrate all the business
resources of the two companies into one by share exchange. The purpose of
the business integration is to survive in the severe competition in the global
market, to maximize further corporate value, and to place the Company in a
leading position in the industry.
The Method and Outline of the Share Exchange
1) The stocks of the Company are exchanged with those of Minolta, and
thus the Company will become the full parent, and Minolta will become
the full subsidiary. After the share exchange, the Company will become
a new integrated holding company, Konica Minolta Holdings, Inc.
The Company will allocate 0.621 common share to those who
own one common share of Minolta.
2) The Company will newly issue 174,008.969 common shares to the
shareholders on Minolta’s shareholders list (including beneficial share-
holders) as of the end of the day immediately before the date of share
exchange.
3) Dividends for the newly issued common shares will be calculated
effective from April 1, 2003.
4) The Company will not pay share exchange grant to Minolta’s share-
holders.
5) The Company will not increase its stated capital for the share transac-
tions. Capital reserve will be increased by the amount pursuant to
Clause 1-2 of Article 288-2 of the Commercial Code of Japan.
Timing of the share exchange
The share exchange will be effective on August 5, 2003. However, the date is
subject to change by the mutual agreement between the Company and
Minolta, due to the reasons including administrative matters relating to share
exchange process.
Outline of Minolta
Head office: Chuo-ku, Osaka
Representative: Yoshikatsu Ota, President
Capital: ¥25,832 million
1) Business: Manufacture and sale of products including copiers, print-
ers, cameras, optical units, radiometric instruments, and planetariums.
2) Sales and net income for the year ended March 31, 2003
Sales: ¥296,329 million
Net income: ¥11,969 million
3) Assets, liabilities and shareholders’ equity as of March 31, 2003
Current assets ¥127,815 million
Non-current assets ¥141,381 million
Total assets ¥269,196 million
Current liabilities ¥125,397 million
Non-current liabilities ¥57,420 million
Total liabilities ¥182,818 million
Shareholders’ equity ¥86,378 million
(b) Purchase of Treasury Stock
In order to flexibly respond to the change in the management environment,
pursuant to article 210 of the Commercial Code of Japan the shareholders
approved a maximum limit to potentially acquire treasure stocks during the
period from immediately after the shareholders’ meeting to the next general
shareholders’ meeting. The outlines of the treasury stocks to be acquired are
as follows:
(1) Type of stock to be acquired: Common stock of the Company
(2) Number of shares to be acquired: maximum 35 million shares
(3) Amount of shares to be acquired: maximum ¥20 billion