Report of Foreign Issuer (6-k)
August 26 2016 - 06:08AM
Edgar (US Regulatory)
FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the month of August 2016
Commission File Number: 1-07952
KYOCERA CORPORATION
6
Takeda Tobadono-cho, Fushimi-ku,
Kyoto 612-8501, Japan
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F
x
Form 40-F
¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Registration S-T
Rule 101(b)(1):
¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Registration S-T Rule 101(b)(7):
¨
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereto duly authorized.
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KYOCERA CORPORATION
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/s/ S
HOICHI
A
OKI
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Shoichi Aoki
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Director,
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Managing Executive Officer and
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General Manager of
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Corporate Financial and Accounting Group
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Date: August 26, 2016
Information furnished on this form:
EXHIBITS
August 26, 2016
To All Persons Concerned,
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Name of Company:
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Kyocera Corporation
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Name of Representative:
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Goro Yamaguchi, President and Director
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(Code number: 6971, The First Section of the Tokyo Stock Exchange)
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Person for Inquiry:
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Shoichi Aoki
Director, Managing Executive
Officer and General Manager of Corporate Financial and Accounting Group
(Tel: +81-75-604-3500)
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Notice Relating to Merger of Kyocera Medical Corporation
Kyocera Corporation (the Company), at a meeting of its Board of Directors held on August 26, 2016, resolved that the Company
will merge Kyocera Medical Corporation (Kyocera Medical), a wholly owned consolidated subsidiary of the Company, effective as of April 1, 2017.
The above merger constitutes simplified merger and, accordingly, certain parts of the disclosure are omitted.
Kyocera Medical is Kyocera Groups principal subsidiary in the medical
and health care market, one of the Groups important markets. It develops products such as artificial joints, artificial bones and dental implants, taking advantage of the highly biocompatible characteristics of fine ceramics and titanium
alloy. The Company believes that expansion of business in this market going forward will increasingly require long-term joint study with research and development institutions and cultivation of new business areas. The purpose of the contemplated
merger is to pursue new business opportunities based on the medical materials technologies fostered by Kyocera Medical, and to achieve synergies with the Companys brand and the Companys rich management resources.
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Meeting of Board of Directors of Kyocera Medical to approve merger agreement
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August 26, 2016
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Meeting of Board of Directors of the Company to approve merger agreement
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August 26, 2016
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Execution of merger agreement
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August 31, 2016 (Scheduled)
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(Note) Each of the Company and Kyocera Medical will undertake this merger
without approval of a general shareholders meeting pursuant to Article 796, paragraph 2 of the Companies Act (simplified merger) (in the case of the Company) and Article 784, paragraph 1 of the Companies Act (short form merger) (in the case of
Kyocera Medical).
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Effective date of merger
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April 1, 2017 (Scheduled)
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Application for registration of merger in the commercial register
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April 3, 2017 (Scheduled)
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1
In the merger, the Company will be the surviving company, and Kyocera Medical
will be dissolved.
(3)
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Merger ratio and delivery of cash due to mergers
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The merger is between the Company and a
wholly owned subsidiary thereof, and, accordingly, no new shares will be issued and no cash due to merger shall be delivered.
(4)
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Treatment of warrants and bonds with warrants in merger
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N/A
(5)
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Outlines of parties to the merger (as of March 31, 2016)
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Surviving Company
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Dissolving Company
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1) Name
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Kyocera Corporation
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Kyocera Medical Corporation
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2) Principal Office
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6 Takeda Tobadono-cho,
Fushimi-ku, Kyoto,
Japan
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3-3-31 Miyahara, Yodogawa-ku,
Osaka,
Japan
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3) Name and Title of Representatives
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Goro Yamaguchi
President and
Director
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Yoshio Kojima
President and
Director
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4) Principal Businesses
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Fine ceramic parts business
Semiconductor
parts business
Applied ceramic products business
Electronic
device business
Telecommunications equipment business, etc.
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Design, development,
manufacture and sales of
medical
equipment and businesses as a total
medical materials
manufacturer
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5) Capital Amount
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115,703 million yen
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2,500 million yen
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6) Date of Incorporation
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April 1, 1959
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September 1, 2004
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7) Number of Shares Issued and Outstanding
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377,618,580 shares
(of which 10,761,503
shares are treasury stock)
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50,000 shares
(there is no treasury
stock)
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8) Fiscal Year End
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March 31
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March 31
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9) Major Shareholders and Their Share Ownership Ratios
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The Master Trust Bank of Japan, Ltd. (Trust Account) 9.91%
Japan Trustee Services Bank, Ltd. (Trust Account) 6.61%
State Street Bank and Trust Company 5.16%
The Bank of Kyoto, Ltd. 3.94%
Kazuo Inamori 3.06%
(Shareholding ratios are calculated after deduction of treasury shares)
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Kyocera Corporation 100%
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2
(6)
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Performance and financial condition for most recent fiscal year (year ended March 31, 2016)
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(Millions of Yen)
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Kyocera Corporation
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Kyocera Medical Corporation
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Total Equity
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1,890,882
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15,222
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Total Assets
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2,390,223
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18,556
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Total Equity per Share (yen)
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5,154.27
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304,437.88
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Net Sales
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592,979
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15,865
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Profit from Operations
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28,147
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1,502
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Recurring Profit
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94,598
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1,561
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Net Income
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74,041
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1,009
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Net Income per Share (yen)
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201.82
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20,175.70
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(7)
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Company following the merger
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There will be no change in the trade name, business, location of
headquarters, representative directors, capital amount or fiscal year end of the Company as a result of the merger.
Because this merger is between the Company and its wholly owned subsidiary, and the
effective date of the merger is scheduled to be April 1, 2017, the merger will have no impact on the financial forecast of the Company for the fiscal year ending March 31, 2017.
3
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