Sale of Certain M3 Shares Held by Sony Corporation
Sony Corporation (“Sony”) today announced that it has entered into a contract to sell 95,000 shares of its 886,908 shares of M3, Inc. (“M3”), a consolidated subsidiary of Sony, to Deutsche Securities Inc.
1. Purpose of the sale
As part of its initiative to transform its business portfolio and reorganize its assets, Sony entered into a contract of sale that it expects will result in an increase to the liquidity of the market for M3’s shares and help to assure the independence and neutrality of M3’s management. While following the sale, M3 will no longer be consolidated by Sony, Sony will remain a major shareholder of M3 and will continue to pursue opportunities to collaborate with M3 in the business areas, including medical.
2. Summary of M3
-Trade name: M3, Inc.
-Address of head office: Akasaka 1-11-44, Minato-ku, Tokyo, Japan
-Name and title of representative: Itaru Tanimura, President and Representative Director
-Business: Medical-related services through the use of the Internet
-Stated capital: 1,334 million yen
-Date of establishment: September 29, 2000
-Number of employees (stand-alone): 130 (as of March 31, 2012)
-Number of shares issued and outstanding: 1,588,854 shares (as of February 19, 2013)
3. Summary of the buyer
-Trade name: Deutsche Securities Inc.
-Address of head office: Sanno Park Tower, Nagatacho 2-11-1, Chiyoda-ku, Tokyo, Japan
-Name and title of representative: David Hatt, President & CEO
-Business: Financial instruments business
-Stated capital: 72,728 million yen
-Date of establishment: July 21, 2005
4. Number of shares to be sold and number of shares to be held by Sony before/after the sale
-Number of shares held by Sony before the sale: 886,908 shares
(Number of voting rights: 886,908)
(Shareholding ratio: 55.8%)
-Number of shares to be sold: 95,000 shares
(Number of voting rights: 95,000)
(Shareholding ratio: 6.0%)
-Number of shares to be held by Sony after the sale:
(Number of voting rights: 791,908)
(Shareholding ratio: 49.8%)
-Execution of a contract of sale: February 20, 2013
-Closing of the sale (Expected): February 25, 2013
Although the impact of the sale continues to be evaluated, Sony expects to record a gain within operating income in connection with the sale of approximately 115 billion yen during the fourth quarter for the current fiscal year ending March 31, 2013. The gain substantially relates to the remeasurement at fair value of the remaining 791,908 M3 shares (49.8% of the issued and outstanding shares of M3) that Sony owns after the sale. Going forward, Sony expects to account for M3 as an equity method investment. As stated on February 7, 2013 in the announcement of Sony’s forecast for consolidated financial results for the fiscal year ending March 31, 2013, Sony has identified certain assets for possible sale as part of an initiative to transform its business portfolio and reorganize its assets. This sale was conducted as a part of that initiative. While this sale was anticipated and the potential gain on remeasurement was taken into account at the time of the forecast, Sony is currently reevaluating the aggregate impact of this sale and other factors on the forecast.
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