Casio 2010 Annual Report Download - page 47

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Annual Report 2010
(3) Calculation of the share exchange ratio
The Company and Casio Micronics made separate requests for the assessment of the fair value of the shares issued by Casio
Micronics to independent third parties (the Company made a request to Ernst & Young Transaction Advisory Services Co., Ltd., and
Casio Micronics to Daiwa Securities SMBC Co., Ltd.). Taking into full consideration the interests of the minority shareholders, the
Company carried out extensive negotiations with Casio Micronics to determine the appropriate exchange rate within the ranges
calculated by the third-party organizations. As a result, the two parties reached an agreement.
(4) Number of shares of the Company to be delivered and their value
1,430,374 shares worth ¥2,062 million
(5) Goodwill generated from the share exchange deals
1) Value of goodwill: ¥2,006 million
2) Reason for the recognition of goodwill
A goodwill amount of ¥2,006 million was recognized, as the acquisition cost for the ordinary shares of Casio Micronics exceeded
the value of shares held by minority shareholders.
3) Method and period for amortization of goodwill
Amortized on a straight-line basis over five years
19. Subsequent Events
(1) At the annual shareholders’ meeting held on June 29, 2010, the Company’s shareholders approved the payment of a cash
dividend of ¥15.00 ($0.16) per share aggregating ¥4,161 million ($44,742 thousand) to registered shareholders as of March 31,
2010.
(2) Spin-off of the small and medium-size display business and partial transfer of shares in Ortus Technology Co., Ltd.
On April 1, 2010, through absorption and spin-off, Ortus Technology Co., Ltd., a wholly-owned subsidiary of the Company, took
over the Company’s small and medium-size display business, and Toppan Printing Co., Ltd. acquired 80% of the shares in Ortus
Technology Co., Ltd. from the Company on the same aforementioned date.
Summary of business spin-off
1) Name of company absorbing spun-off business
Toppan Printing Co., Ltd.
2) Business summary of spun-off business
Small and medium-size display business
3) Reason for business spin-off
Seeking early commercialization of organic light-emitting diode (OLED) displays jointly developed by the Company and Toppan
Printing, the two companies decided that the collaboration would be the best for the small and medium-size display business.
4) Date of spin-off
April 1, 2010
Summary of accounting procedures
1) Transfer of gain (loss)
Not applicable
2) Proper book-value of assets and liabilities employed in the business transferred:
Millions of Yen
Thousands of
U.S. Dollars
Current assets ............................................................................................................................... ¥6,145 $66,075
Noncurrent assets ......................................................................................................................... 1,154 12,409
Total assets ................................................................................................................................... ¥7,299 $78,484
Current liabilities ........................................................................................................................... ¥5,049 $54,290
Noncurrent liabilities ..................................................................................................................... 1,001 10,764
Total liabilities ............................................................................................................................... ¥6,050 $65,054
3) Business segment included in the spun-off business
Electronic components and others
4) Estimated total income of spun-off business in the consolidated statement of operations for the year ended March 31, 2010
Net sales: ¥15,162 million ($163,032 thousand)