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    Omron Corporation

    http://www.omron.com
    Omron Corporation
    3-4-10, Toranomon, Minato-Ku
    105-0001 Tokyo
    JAPAN
    Tel: +81-3-3436-7170
    Fax: +81-3-3436-7180
    E-mail: omron_ir@omron.co.jp

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    Press releases  

    2009-11-26

    OMRON Announces Spin Off of Switch Business, Merger of Subsidiaries and Changes to Trade Names

    FOR IMMEDIATE RELEAS

      Company Name:
      OMRON Corporation
      Representative:
      President & CEO
      Hisao Sakuta
      Stock ticker number:
      6645
      Stock exchanges:
      Tokyo, Osaka
      (First Sections)
      Contact:
      Hideo Higuchi, Senior General Manager
      Corporate Strategic Planning Headquarters
      Phone:
      +81-75-344-7175

    Tokyo, Japan - Following a resolution at a board of directors meeting held today, OMRON Corporation (TSE: 6645; ADR: OMRNY) announced its intention to spin off its switch business to its consolidated subsidiary OMRON KURAYOSHI Corporation through a corporate split in April 2010. As part of the split, OMRON IZUMO Co., Ltd. will be absorbed by OMRON KURAYOSHI, which will be renamed. Details will be announced following approval at the board of directors meeting scheduled for the second half of January 2010.

    As this is a simple corporate split in which a wholly-owned subsidiary will take over a business division, and as the merger is between wholly-owned subsidiaries of OMRON Corporation, some disclosure items and other information have been omitted below.

    1. Objectives of Spin Off and Merger of Subsidiaries
      To ensure the success of its switch business in the growing market, OMRON is working to respond more quickly to diversifying customer needs through a monozukuri strategy that involves accelerating global development, creating new products and enhancing monozukuri (product creation) technology. To this end, it is essential that OMRON integrate business functions such as planning, design and production, which are currently handled by various divisions and companies.

      As this is a simple corporate split in which a wholly-owned subsidiary will take over a business division, and as the merger is between wholly-owned subsidiaries of Omron Corporation, some disclosure items and other information have been omitted below.

    2. Outline of Split
      1) Timeline
      Resolution to spin off switch business:  November 26, 2009
      Plans approved at BOD meeting: Second half of January 2010
      (planned)
      Split date (effective date): April 1, 2010 (planned)
      2) Method
      Absorption-type split in which OMRON Corporation is the transferring company and OMRON KURAYOSHI Corporation, a wholly-owned subsidiary, is the assuming company.
      3) Details about grants due to split
      Not applicable
      4) Capital reduction due to split
      No capital reduction from this split will take place.
      5) Handling of stock acquisition rights and warrant bonds of the transferring company
      Not applicable
      6) Rights and duties to be transferred to the assuming company
      OMRON KURAYOSHI Corporation will assume rights and duties from OMRON Corporation, including assets, liabilities and contractual obligations required for operating the business to be assumed.
      7) Outlook on fulfillment of obligations
      No problem is envisaged regarding fulfillment of obligations of OMRON Corporation or the assuming company.
    3. Overview of Companies Involved in the Spin Off (as of March 31, 2009)

        Transferring company Assuming company
      1) Name
      OMRON Corporation OMRON KURAYOSHI Corporation
      2) Business
      Manufacture and sale of electronic devices Manufacture and sale of electronic components, including micro switches for industrial/consumer use, vehicle-mounted switches, etc.
      3) Established
      May 10, 1933 April 24, 1969
      4) Head office
      Shiokoji Horikawa Higashi-iru, Shimogyo-ku, Kyoto 1005 Iwaki, Kurayoshi-shi, Tottori
      5) Representative
      Hisao Sakuta,
      President & CEO
      Yoshihiro Taniguchi,
      President & CEO
      6) Capital
      64,100 million yen 300 million yen
      7) Shares outstanding
      239,121,372 600,000
      8) Net assets
      298,411 million yen (consolidated) 6,027 million yen
      9) Total assets
      538,280 million yen (consolidated) 9,447 million yen
      10) Fiscal year end
      March 31 March 31
      11) Principal shareholders and their holdings (%)
      State Street Bank and Trust Company 505223: 5.89%
      Japan Trustee Services Bank Ltd. (trust account 4G): 4.53%
      OMRON Corporation: 100%
    4. Overview of Business Division to be Spun Off
      1) Business
      Planning and development of switch products for industrial, consumer and automotive applications
      2) Operating results
      Fiscal 2008 sales: 20,830 million yen
      3) Assets and liabilities to be transferred and their values
      To be decided
    5. Status of OMRON Corporation after Spin Off
      There will be no changes to OMRON's name, business, head office location, representative, capital or reporting period (fiscal year end) as a result of the spin off.
    6. Outlook
      This spin off is not expected to have any effect on OMRON Corporation's consolidated financial outlook for fiscal 2009 (ending March 31, 2010).

    Addendum

    ATTACHMENT<PDF 52kb>

     



     
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