SON: Sony Corporation: Announcement of Company Split (Small-scale Company Split) of Sony Corporation into JUKI AUTOMATION

  SON: Sony Corporation: Announcement of Company Split (Small-scale Company
  Split) of Sony Corporation into JUKI AUTOMATION SYSTEMS CORPORATION in
  connection with the integration of surface-mount technology equipment and
  related businesses of JUKI Corporation

UK Regulatory Announcement

TOKYO

August 9, 2013
Sony Corporation

Announcement of Company Split (Small-scale Company Split) of Sony Corporation
into JUKI AUTOMATION SYSTEMS CORPORATION in connection with the integration of
surface-mount technology equipment and related businesses of JUKI Corporation

Sony Corporation (“Sony”) today announced that it has decided to have JUKI
AUTOMATION SYSTEMS CORPORATION (“JAS”) succeed to certain rights and
obligations related to Sony’s surface-mount technology (“SMT”) equipment and
related businesses by an “absorption-type company split”, as set forth below.
This company split is a step in the process of the integration of the SMT
equipment and related businesses of JUKI Corporation, Sony and Sony EMCS
Corporation, a wholly-owned subsidiary of Sony.

Certain information is omitted from this announcement since this is an
absorption-type company split conducted under the Companies Act of Japan by
which the reduction of Sony’s total assets are expected to be less than 10% of
its total assets as of the end of the previous fiscal year and the reduction
of Sony’s sales and operating revenue are expected to be less than 3% of its
sales and operating revenue in the previous fiscal year.

1.     Purpose of the company split
          The purpose of this company split is to transfer Sony’s SMT
          equipment and related businesses to JAS.
          
2.        Summary of the company split
          
(1)       Schedule of the company split
          Approval of the company split agreement

     (by the representative corporate       August 9,  2013
          executive officer)
          Execution of the company split          August 9,  2013
          agreement
          Effective date of the company split     October 1, 2013 (scheduled)

           Sony will perform the contemplated company split without obtaining
    *  shareholder approval of the company split agreement pursuant to the
           provisions of the “small-scale company split” set forth in
           Paragraph 3 of Article 784 of the Companies Act of Japan.
        ** This company split will become effective subject to the receipt of
           necessary regulatory approvals.

(2)    Method of the company split
          The method of the contemplated company split is an absorption-type
          company split between Sony (as the splitting company) and JAS (as
          the successor company).
          
(3)       Details of consideration allotted upon the company split
          JAS will issue 1,250 common shares to Sony upon the completion of
          the contemplated company split. In the event that there should be
          any changes in the aggregate number of issued common shares of JAS
          by the effective date of the company split, the number of common
          shares to be issued to Sony will be adjusted in line with such
          change.
          
(4)       Treatment of stock acquisition rights and bonds with stock
          acquisition rights of the splitting company
          There will be no changes to the treatment of stock acquisition
          rights or bonds with stock acquisition rights of Sony upon the
          completion of the contemplated company split.
          
(5)       Increase or decrease of share capital upon the company split
          There will be no increase or decrease of share capital upon the
          contemplated company split.
          
(6)       Rights and obligations to be succeeded by the successor company
          JAS, as the successor company, will succeed to certain rights and
          obligations related to Sony’s SMT equipment and related businesses,
          as set forth in the company split agreement.
          
(7)       Expectation on the performance capabilities of each party’s
          obligations
          Sony expects that the contemplated company split will have no
          material impact on the performance capabilities of JAS of its
          obligations which become due after the effective date of the
          contemplated company split.
          
3.        Basis of calculation of the consideration allotted upon the company
          split
          Sony and JAS have agreed on the consideration to be allotted to Sony
          upon the contemplated company split, which are the common shares of
          JAS, based on the assets and liabilities which will be transferred
          to JAS under the contemplated company split and the value of the
          common shares of JAS at the end of the day preceding the effective
          date of the contemplated company split.
          
          Summary of both parties (For Sony, numbers shown below are as of
4.        March 31, 2013 or for the fiscal year ended March 31, 2013. For JAS,
          numbers shown below are as of the date of incorporation.)

(1)    Summary of both parties

                        Sony Corporation         JUKI AUTOMATION SYSTEMS
Trade name                                     CORPORATION
                        (Splitting Company)
                                                 (Successor Company)
                        Manufacture and sale     Development, design and sale
Business                of electronic and        of surface-mount technology
                        electrical machines      equipment and precision
                        and equipment            equipment
Date of incorporation   May 7, 1946              August 1, 2013
Location of head        7-1, Konan 1-chome,      11-1, Tsurumaki 2-chome,
office                  Minato-ku, Tokyo,        Tama-shi, Tokyo, Japan
                        Japan
                        Kazuo Hirai              Akira Kiyohara
Title and name of       Representative
Representative          Corporate Executive      Representative Director and
                        Officer                  President
Stated capital          ¥ 630,923 million        ¥ 1,500 million
Number of shares        1,011,950,206 shares     15,000 shares
issued
Fiscal year-end         March 31                 December 31
                        1 Moxley and Co. LLC
                        5.64%

                        

                        2 Japan Trustee
                        Services Bank, Ltd.
                        (Trust Account) 5.17%

                        

Major shareholders      3 The Master Trust
and shareholding        Bank of Japan, Ltd.      JUKI Corporation 100%
ratios                  (Trust Account) 4.69%

                        

                        4 Goldman, Sachs & Co.
                        Reg 2.30%

                        

                        5 SSBT OD05 Omnibus
                        Account – Treaty
                        Clients 2.25%
Net assets              ¥ 2,681,178 million      ¥ 3,000 million
                        (consolidated) (Note)    (non-consolidated)
Total assets            ¥ 14,206,292 million     ¥ 4,249 million
                        (consolidated)           (non-consolidated)
Net assets per share    ¥ 2,174.07               ¥ 200,000 (non-consolidated)
                        (consolidated)
Net sales               ¥ 6,800, 851 million     N/A
                        (consolidated)
Operating income        ¥ 230,100 million        N/A
                        (consolidated)
Ordinary income         ¥ 245,681 million        N/A
                        (consolidated) (Note)
Net income              ¥ 43,034 million         N/A
                        (consolidated) (Note)
Net income per share    ¥ 42.80 (consolidated)   N/A
                        (Note)

          Note: Since Sony prepares its consolidated financial statements in
          accordance with accounting principles generally accepted in the
          United States, “total equity”, “income before income taxes", “net
     income attributable to shareholders of Sony” and “net income
          attributable to shareholders of Sony per share” are stated in place
          of “net assets”, “ordinary income”, “net income ” and “net income
          per share” respectively.

(2)    Summary of business subject to the company split
          
a.        Business subject to the company split
          Sony’s SMT equipment and related businesses
b.        Operating results of the business transferred by the company split
          for the fiscal year ended March 31, 2013

      Net sales:  ¥44 million

c.     Assets and liabilities to be succeeded upon the company split

      Assets:       ¥ 240 million
            Liabilities:   ¥ 12 million

5.    Status after the company split
         There will be no changes in the trade name, the location of the head
         office, the title and name of representatives, the business
         (excluding the business transferred by the contemplated company
         split), the stated capital or fiscal year-end of either Sony or JAS
         upon the completion of the contemplated company split.
         
6.       Outlook
         No material impact on Sony’s consolidated financial results for the
         fiscal year ending March 31, 2014 is anticipated as a result of the
         completion of the contemplated company split. Sony EMCS Corporation
         is conducting a separate absorption-type company split into JAS in
         parallel with the contemplated company split and Sony intends to
         transfer all of the issued common shares of JAS held by Sony to Sony
         EMCS Corporation as a part of the integration of the SMT equipment
         and related businesses on and after the effective date of the
         contemplated company split.

(For reference) Sony’s consolidated financial forecast for the fiscal year
ending March 31, 2014, which was announced on August 1, 2013, and its
consolidated financial results for the fiscal year ended March 31, 2013

                                                             (Yen in billions)

                                                     Income   Net income
                             Sales and   Operating   before   attributable to
                           operating  income     income  Sony
                             revenue                 taxes    Corporation’s
                                                              stockholders
Consolidated financial
forecast for the fiscal      7,900       230         210      50
year ending March 31, 2014
Consolidated financial
results for the fiscal       6,801       230         246      43
year ended March 31, 2013

Contact:

Sony Corporation