SON: Sony Corporation: Issuance of Zero Coupon Convertible Bonds due 2017
UK Regulatory Announcement
1-7-1 Konan, Minato-ku
Tokyo 108-0075 Japan
Not for release, publication or distribution in or into the United States.
Issuance of Zero Coupon Convertible Bonds due 2017
November 14, 2012--Sony Corporation has decided to issue Zero Coupon
Convertible Bonds due 2017 (bonds with stock acquisition rights
(tenkanshasaigata shinkabu yoyakuken-tsuki shasai)) (the “Bonds with Stock
Acquisition Rights”) in the aggregate issue amount of ¥150 billion pursuant to
the decision of the Representative Corporate Executive Officer, President &
CEO of Sony Corporation, upon a delegation by a resolution of the Board of
Directors of Sony Corporation at a meeting held on October 31, 2012:
Background of the Issuance of the Bonds with Stock Acquisition Rights
On April 12, 2012, Sony Corporation announced its strategic initiatives to be
introduced under the new management team established on April 1, 2012. By
implementing a rapid decision-making approach that draws on the strengths of
the entire Sony Group, Sony Corporation aims to revitalize and grow the
electronics businesses to generate new value, while further strengthening the
stable business foundations of the entertainment and financial service
businesses. To this end, Sony Corporation has announced and has been engaged
in the following five key initiatives.
1. Strengthening core businesses (Digital Imaging, Game, Mobile);
2. Turning around the television business;
3. Expanding business in emerging markets;
4. Creating new businesses and accelerating innovation; and
5. Realigning the business portfolio and optimizing resources.
In particular, Sony Corporation has been implementing a series of measures,
including: (i) strengthening of its core businesses by increasing the
production capacity of CMOS image sensors and acquiring Gaikai, Inc. in the
U.S., (ii) the steady implementation of the Profitability Improvement Plan in
its TV business, (iii) the creation of new businesses as exemplified by the
full-fledged entry into the medical business and (iv) the business portfolio
realignment such as the sale of the chemical products-related businesses.
Given this situation, Sony Corporation decided to issue the Bonds with Stock
Acquisition Rights with the intent to provide strong support for the expedited
and secure implementation of the growth strategy that is currently underway
through a sound financing strategy including diversified financing sources and
secured long-term/stable funding.
Use of Proceeds
Proceeds from the issuance of the Bonds with Stock Acquisition Rights are to
be applied to all or part of (i) the investment into, and refinancing of
short-term funding for, the following capital expenditures and acquisitions
for the purpose of integrating key initiatives of the electronics businesses
to “strengthen core businesses” and “create new businesses,” and (ii) the
redemption funds for the bonds that are due to mature.
The relevant details are set forth below:
- approximately 60 billion yen towards capital expenditure by Sony
Semiconductor Corporation to increase production capacity of CMOS image
sensors at its Nagasaki Technology Center (announced on June 22, 2012, with an
expected total capital expenditure of approximately 80 billion yen, expected
to be completed during the first half of the fiscal year ending March 31,
- approximately 50 billion yen towards the purchase of shares of common stock
in Olympus Corporation pursuant to a business and capital alliance with
Olympus Corporation announced on September 28, 2012 (approximately 19 billion
yen of the purchase price was paid with funds raised through short-term
borrowings on October 23, 2012 and the remaining approximately 31 billion yen
is due to be paid by February 28, 2013);
- approximately 10 billion yen towards the acquisition of Gaikai, Inc. by Sony
Computer Entertainment Inc. announced on July 2, 2012 at a total acquisition
cost of approximately 380 million U.S. dollars (the entire acquisition price
has already been paid with funds raised through short-term borrowings); and
- approximately 30 billion yen towards the redemption of the nineteenth series
of unsecured bonds issued by Sony Corporation, due to mature on March 19, 2013
(aggregate of 35 billion yen).
This press release is an advertisement and is not a prospectus for the
purposes of EU Directive 2003/71/EC (the “Directive”) and/or Part VI of the
Financial Services and Markets Act 2000. A prospectus will be prepared and
made available to the public in accordance with the Directive. Investors
should not subscribe for any securities referred to in this document except on
the basis of information contained in the prospectus. The prospectus, when
published, will be available on the website of the London Exchange.
This press release does not constitute or form a part of any offer of
securities for sale in the United States or elsewhere. The securities referred
to above have not been and will not be registered under the U.S. Securities
Act of 1933 (the “Securities Act”) or any relevant securities law of any
state, and may not be offered or sold in the United States or to, or for the
account or benefit of, U.S. persons (as defined in Regulation S under the
Securities Act) absent registration or an exemption from the registration
requirements under the Securities Act. No public offering of the securities
will be made in the United States.
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