Casio 2011 Annual Report Download - page 46

44 CASIO COMPUTER CO., LTD.
19. Subsequent Events
(1) At the annual shareholders’ meeting held on June 29, 2011, the Company’s shareholders approved the payment of a
cash dividend of ¥17.00 ($0.20) per share aggregating ¥4,571 million ($55,072 thousand) to registered shareholders
as of March 31, 2011.
(2) Transfer of the WLP-related business of the Company and a consolidated subsidiary to a new company through a
company split, assignment of the new company’s shares, and granting of debt waiver to the consolidated subsidiary
At a meeting of the Board of Directors on June 17, 2011, the Company resolved that the Wafer Level Package (“WLP”)-related
business of the Company and its consolidated subsidiary Casio Micronics Co., Ltd. (hereinafter “Casio Micronics”) would in each
case be split off and transferred to Teramikros, Inc. (provisional name; hereinafter “Teramikros”), which is to be newly established
by the Company (these demergers are referred to hereinafter collectively as “the company split”); that all shares in Teramikros
would be transferred to Tera Probe, Inc. (hereinafter “Tera Probe”) (“the share transfer”); and that a debt waiver would be granted
in relation to loans made to Casio Micronics. Accordingly, a share transfer agreement was signed with Tera Probe.
Further, the effective date of the company split and the date of the share transfer are scheduled to be October 1, 2011.
1) Aims of the company split and the share transfer, and reason for the debt waiver
For many years, the Company has been continuously involved in high density packaging-related R&D, and since establishing
Casio Micronics in 1987, Casio Micronics has played a central role in developing wafer bump forming technology and promoting
the processing services business. Along with steady enlargement in the scope of the business, since 2001 we have extended the
development of this bump technology into the “WLP” field, which is the ultimate semiconductor package. Going forward, we
intend to continue serving our customers by strengthening our production capacity in this field while maximizing the technological
capability we have built up over many years, through partnerships and collaboration with other companies in the fields of
technology and business, including related testing, dicing, tape & reel, device management, circuit board integration, modulization,
and design.
However, we will need to continue making significant capital investments in order to deploy new technologies in the
semiconductor industry and compete successfully with overseas makers to win new orders. Hitherto, the Company has provided
continuous R&D support to Casio Micronics. However, the extent to which Casio Group alone can achieve business growth is
limited, including from the perspectives of fund procurement and sales expansion, and we now recognize that we will need to
strengthen our business infrastructure through partnerships with other companies, including business transfers.
Since starting business in 2005, Tera Probe, which will receive the WLP-related business, has steadily grown its core business
of wafer testing services for semiconductor manufacturing, and in December 2010 the company successfully went public with a
listing on the Mothers section of the Tokyo Stock Exchange. In receiving Casio Group’s WLP-related business, Tera Probe plans
to strengthen and expand its presence in the turnkey business by leveraging synergies from the wafer testing and WLP-related
operations, positioning the WLP-related business as a new area of strategic growth. After the share transfer, we believe that
Teramikros will be able to achieve further business expansion as a core company in the Tera Probe group.
We have decided that loans made by the Company to Casio Micronics will not be subject to transfer, and the full amount of
the debt will be waived.
2) About the company split
a. Overview of the company split
( i ) Schedule of the company split
Schedule of absorption-type company split between the Company and Teramikros
Board of Directors meeting to approve the share transfer agreement
June 17, 2011 (Fri)
Date of signing of share transfer agreement
June 17, 2011 (Fri)
Establishment of Teramikros
July 20, 2011 (Wed) (scheduled)
Board of Directors meeting to approve absorption-type company split agreement
July 29, 2011 (Fri) (scheduled)
Date of signing of absorption-type company split agreement
July 29, 2011 (Fri) (scheduled)
Date of absorption-type company split (effective date)
October 1, 2011 (Sat) (scheduled)
Company split registration date
October 1, 2011 (Sat) (scheduled)
Note: For the Company, the company split corresponds to a simple absorption-type company split pursuant to Article 784, Paragraph 3 of the
Companies Act, and for Teramikros, the company split corresponds to an informal absorption-type company split pursuant to Article 796,
Paragraph 1 of the Companies Act. Therefore, in both cases a general meeting of shareholders will not be convened.
Notes to Consolidated Financial Statements Years ended March 31, 2011 and 2010 Casio Computer Co., Ltd. and Subsidiaries