7th Mar 2006 08:24
Toyota Motor Corporation07 March 2006 (Translation) March 7, 2006 To Whom It May Concern: Company Name: TOYOTA MOTOR CORPORATION Name and Title of Representative: Katsuaki Watanabe, President (Code Number: 7203 Securities exchanges throughout Japan) Name and Title of Contact Person: Masaki Nakatsugawa General Manager, Accounting Division Telephone Number: 0565-28-2121 Notice Concerning a Change in the Subsidiaries (Merger) We hereby notify you that at the meeting of the Board of Directors of ToyotaMotor Corporation ("TMC") held on March 7, 2006, TMC decided to consolidate itssubsidiaries, Toyota Motor North America, Inc. ("TMA") and Toyota TechnicalCenter, U.S.A. Inc. ("TTC") as described below, effective as of the date ofmerger, April 1, 2006. 1. Purpose of Change As part of organizational restructuring of subsidiaries in North America inorder to strengthen the cooperative relationship between the developmentbusiness and the production business in North America, to streamline the processfrom development to production, and to respond flexibly to the change in themarket, TMC decided to consolidate TMA, which is the parent company of ToyotaMotor Manufacturing North America, Inc. (the company which oversees themanufacturing entities in North America; "TMMNA"), and TTC. 2. Method of Change TMA will be merged into TTC, and TTC will be the surviving company (TMAwill cease to exist). In accordance with this merger, TMC will be allotted704.98 shares of TTC per share of TMA held by TMC, and in total, TMC willacquire 6,581,671 shares of TTC. The trade name of the surviving company, i.e.TTC, will be changed to Toyota Motor North America, Inc. ("New TMA") as of thedate of merger, April 1, 2006. Due to this merger, TMA will no longer be asubsidiary of TMC and New TMA will be the subsidiary of TMC. 3. Facts of Subsidiaries (1) Facts before the change (merger) Trade Name Toyota Motor North America, Inc. Toyota Technical Center, U.S.A. Inc. Contents of Business Activities relating to external affairs, Research and development business with public relations and research in North regard to automobiles, such as design, America evaluation and product planning, etc. Date of Incorporation September 1, 1996 June 1, 1977Location of Head Office Torrance, California, U.S.A. Gardena, California, U.S.A. Name of Representative Hideaki Otaka, President Yasuhiko Ichihashi, President Net Revenues US$ 165 Million US$ 216 Million Total Assets US$ 2,382 Million US$ 245 Million Capital US$ 934 Million US$ 72 Million Shareholding Structure TMC 100% TMC 90% Toyota Motor Sales, U.S.A., Inc. 10% Settlement Period March March Number of Employees 85 persons 740 persons * The figures for Net Revenues are for the fiscal year ended March 31, 2005, andthe figures for Total Assets, Capital, Shareholding Structure and Number ofEmployees are as of March 31, 2005. (2) Facts after the change (merger) (scheduled) New Trade Name Toyota Motor North America, Inc. Contents of Business Activities relating to external affairs, public relations and research in North America Location of Head Office Torrance, California, U.S.A. Name of Representative Hideaki Otaka, President Capital US$ 1,005 Million Total Assets US$ 2,512 Million Shareholding Structure TMC 99.9% Toyota Motor Sales, U.S.A., Inc. 0.1% Settlement Period March Number of Employees 85 persons *On the date of merger, New TMA will contribute the functions of former TTC toTMMNA as in-kind capital. The above chart shows the facts (scheduled) of the newsubsidiary after the contribution of operation. In addition, after suchcontribution, TMMNA will change its trade name to Toyota Motor Engineering &Manufacturing North America, Inc. 4. Change in the Number of Voting Rights of Subsidiaries Held by TMC and thePercentage to the Total Number of Voting Rights (Before change) Name of the subsidiary Number of voting rights Total number of voting Percentage to the Total held by TMC rights Number of Voting Rights TMA 9,336 9,336 100% TTC 71,800 71,800 100% (including those held indirectly) (After change) (scheduled) Name of the subsidiary Number of voting rights Total number of voting Percentage to the Total held by TMC rights Number of Voting Rights TMA 6,653,471 6,653,471 100% (including those held indirectly) 5. Schedule for Change March 7, 2006 TMC Resolved to approve the merger at the meeting of the Board of Directors of TMCApril 1, 2006 TMA, TTC Meeting of the Board of Directors to approve the merger (scheduled)April 1, 2006 TMA, TTC Extraordinary General Shareholders' Meeting to resolve the merger and amendments to the Articles of Incorporation (including the change of trade name) (scheduled) 6. Anticipated Effects on TMC's Business Performance The anticipated effects of the merger on TMC's business performance andconsolidated business performance are expected to be minor. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Toyota Motor