SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 OF
THE SECURITIES EXCHANGE Act of 1934
For the month of April 2014
(Translation of Registrants Name into English)
World Trade Center Bldg., 2-4-1 Hamamatsu-cho, Minato-Ku,
(Address of Principal Executive Offices)
(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 whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes ¨ No x
|1.||English press release entitled, Announcement Regarding Simplified, Short-form Merger by Absorption of Momiji Lease Corporation.|
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, thereunto duly authorized.
|Date: April 2, 2014||By|
|Deputy President & CFO|
|April 2, 2014|
FOR IMMEDIATE RELEASE
Corporate Planning Department
Announcement Regarding Simplified, Short-form Merger by Absorption
of Momiji Lease Corporation
TOKYO, Japan April 2, 2014 ORIX Corporation (TSE: 8591; NYSE: IX) a leading integrated financial services group, announced today that it has resolved to merge with its subsidiary, Momiji Lease Corporation (Momiji Lease) pursuant to a merger by absorption (the Merger). The details of the Merger are as follows.
The contents of this release have been partially abbreviated since Momiji Lease is a wholly-owned subsidiary of ORIX.
|1.||Purpose of the Merger|
The purpose of the Merger is to further promote efficiency of ORIXs sales operation.
|2.||Summary of the Merger|
|Merger Resolution Approval Date||April 2, 2014|
|Merger Agreement Execution||April 2, 2014|
|Effective Merger Date (Plan)||June 1, 2014|
The Merger will be conducted in accordance to regulations governing simplified mergers in Item 3, Article 796 of the Company Act of Japan (the Company Act). Accordingly, a general meeting of shareholders of ORIX will not be held in accordance with Item 1, Article 795 of the Company Act. Additionally, because ORIX exercises special control over Momiji Lease through its ownership of over 90% of Momiji Leases outstanding voting rights, the Merger will be conducted in accordance with Item 1, Article 784 of the Company Act governing short-form mergers. Accordingly, a general meeting of shareholders of Momiji Lease will not be held in accordance with Item 1, Article 783 of the Company Act.
(2) Method of Merger
Using the merger by absorption method, ORIX will become the surviving entity and Momiji Lease will be dissolved as the non-surviving entity.
(3) Merger Ratio
There is no allotment of shares or assets related to the Merger.
(4) Share warrants or corporate bonds with share warrants upon the Merger
|3.||Details of Companies Involved in the Merger|
|(1)||Name||ORIX Corporation||Momiji Lease Corporation|
|(2)||Address||2-4-1 Hamamatsu-cho, Minato-ku, Tokyo||7-41 Nakamachi, Naka-ku, Hiroshima City, Hiroshima Prefecture|
|(3)||Representative & Title||Makoto Inoue, President & Co-CEO||Shunji Kishimoto, President|
|(4)||Business Type||Integrated financial services||Integrated financial services|
|(5)||Paid in Capital||214,988 million yen (As of December 31, 2013)||30 million yen (As of March 31, 2014)|
|(6)||Established||April 17, 1964||August 1, 1979|
|(7)||Outstanding Shares||1,309,558,181 (December 31, 2013)||60,000 (March 31, 2014)|
|(8)||Fiscal Year End||March 31||March 31|
Major Shareholders and Percentage
(September 30, 2013)
|Japan Trustee Services Bank, Ltd. (Trust Account) 8.92%||ORIX Corporation 100%|
|The Master Trust Bank of Japan, Ltd. (Trust Account) 7.35%||-|
|JP Morgan Chase Bank 380055 3.62%||-|
|Japan Trustee Services Bank, Ltd. (Trust Account 9) 3.41%||-|
|The Chase Manhattan Bank 385036 2.97%||-|
|(10)||Financial Position and Results during the most recent fiscal year||
March 31, 2013
March 31, 2013
|1,643,596 million yen||3,877 million yen|
|8,439,710 million yen||7,284 million yen|
Net Assets per share
|1,345.63 yen||64,611.78 yen|
|1,062,399 million yen||2,520 million yen|
|150,063 million yen||351 million yen|
|171,782 million yen||366 million yen|
|111,909 million yen||231 million yen|
Basic Earnings per share
|102.87 yen||3,852.42 yen|
ORIX has adopted US GAAP and lists Income before Income Taxes in the Ordinary Profit line item. Also, Net Assets refers to Total ORIX Corporation Shareholders Equity, and Net Income and per share information are the amounts Attributable to ORIX Corporation.
|4.||Situation after the Merger|
There will be no change to the company name, address, representative or title, business type, paid-in capital or fiscal year after the Merger.
The effect of the Merger on ORIXs consolidated financial results will be negligible as this is a merger with its wholly owned subsidiary.
ORIX Corporation (TSE: 8591; NYSE: IX) is a financial services group which provides innovative products and services to its customers by constantly pursuing new businesses. Established in 1964, from its start in the leasing business, ORIX has advanced into neighboring fields and at present has expanded into lending, investment, life insurance, banking, asset management, automobile related, real estate and environment and energy related businesses. Since entering Hong Kong in 1971, ORIX has spread its businesses globally by establishing locations in 35 countries and regions across the world. ORIX celebrates its 50 th anniversary in 2014 and moving forward it aims to contribute to society while continuing to capture new business opportunities and sustain growth by promoting acceleration of its corporate strategy Finance + Services. For more details, please visit our website: http://www.orix.co.jp/grp/en/
These documents may contain forward-looking statements about expected future events and financial results that involve risks and uncertainties. Such statements are based on our current expectations and are subject to uncertainties and risks that could cause actual results to differ materially from those described in the forward-looking statements. Factors that could cause such a difference include, but are not limited to, those described under Risk Factors in the Companys annual report on Form 20-F filed with the United States Securities and Exchange Commission and under 4. Risk Factors of the Summary of Consolidated Financial Results of the Consolidated Financial Results April 1, 2012 March 31, 2013.
The above information was disclosed in a filing to the SEC. To see this filing in its entirety, click here.
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