OMRON Announces Plan to Spin Off Automotive Electronic Components Business

TOKYO--(Business Wire)--
Following a resolution at a board of directors meeting held today, OMRON
Corporation (TOKYO:6645)(ADR:OMRNY) announced its intention to spin off its
automotive electronic components business into a new company, to be established
in April 2010, through a corporate split. Details will be announced following
approval at the board of directors meeting scheduled for the second half of
January 2010.

Because OMRON is establishing the new spin-off company independently, some
disclosure items and other information have been omitted below.

1.Background and Purpose

OMRON has designated the period from February 2009 through March 2011 as a
"revival stage" in which sweeping profit structure reform will be implemented
throughout the entire Group. As part of this profit structure reform, OMRON will
reorganize its business domains over the medium-term, focusing on its three
control-based businesses (industrial automation, electronic components and
automotive electronic components). The spin off of the automotive electronic
components business is intended to improve profitability by allowing independent
management of this unique business.

OMRON entered the automotive electronic components business in 1983. In 2003,
after Omron instituted an internal company system, this division was reorganized
as the Automotive Electronic Components (AEC) Company. OMRON worked to
strengthen the burgeoning business, and sales increased rapidly on a global
basis alongside the expansion of the automobile market.

The automobile industry is now feeling the effects of the global recession that
began in the United States last year. With little hope of recovery in the short
term and the future remaining unclear, alliances between automakers have
accelerated, creating a spillover effect on suppliers of automotive systems and
components. AEC sees the changes currently taking place within the global
automobile industry as an opportunity to transform itself into a company that
can respond quickly and boldly to change.

In recent years, there has been a shift in what consumers require from their
vehicles, resulting in the increasing adoption of automotive electronics. As an
independent company, AEC will build on OMRON`s core competence, sensing and
control technology, and further strengthen the electronics technology and auto
know-how and technology that it has cultivated to date. AEC will focus these
strengths on electronic control systems used in automotive bodies and work to
respond to increasingly sophisticated and complex customer needs. At the same
time, it will take a proactive and agile approach in considering partnerships
and collaboration with other companies in order to respond to customer needs as
quickly as possible.

In consideration of the above, OMRON determined that independent management
capable of understanding and responding to movements in the automobile industry
was needed to further strengthen AEC.

2.Outline of Split

1) Timeline

Schedule finalized Second half of January 2010 (planned)
Plans approved at BOD meeting Second half of January 2010 (planned)
Split date (effective date) April 1, 2010 (planned)

OMRON has not yet determined which assets will be transferred to the new company
or their value; however, as they are not expected to exceed one-fifth of OMRON`s
total assets, OMRON will not seek shareholder approval for the split in
accordance with Article 805 of the Corporate Law of Japan.

2) Method

This is a simple corporate split in which OMRON is the transferring company and
the new company is the assuming company.

3) Share allocation

Upon the corporate split, the new company will issue shares of common stock and
allocate all of those shares to OMRON, making it a wholly owned subsidiary of
OMRON.

4) Other

OMRON plans to announce information regarding the treatment of new stock
acquisition rights and corporate bonds issued as a result of the corporate
split, the increase or decrease of capital as a result of the split, rights and
obligations to be assumed by the new company, and outlook for the fulfillment of
obligations after plans for the split are approved at the board of directors
meeting scheduled for the second half of January 2010.

3. Overview of Companies Involved in the Spin Off

Transferring company New company
As of March 31, 2009 April 1, 2010 (planned)
1) Name OMRON Corporation Undecided
2) Business Manufacture and sales of Manufacture and sales of

electronic devices
automotive electronic

components
3) Established May 10, 1933 April 1, 2010 (planned)
4) Head office Kyoto city, Kyoto prefecture Undecided
5) Representative Hisao Sakuta, Undecided
President & CEO
6) Capital JPY 64,100 million Undecided
7) Shares outstanding 239,121,372 shares Undecided
8) Net assets JPY 298,411 million Undecided

(consolidated)
9) Total assets JPY 538,280 million Undecided

(consolidated)
10) Fiscal year end March 31 March 31
11) Principal shareholders State Street Bank and Trust OMRON Corporation 100％

and their holdings (%)
Company 505223 5.89％

Japan Trustee Services Bank,

Ltd. (Trust Account 4G) 4.53％

4. Overview of Business Division to be Spun Off

1) Business

Manufacture and sales of automotive electronic components.

2) Operating results

Fiscal 2008 consolidated sales: JPY 82,109 million

3) Assets and liabilities to be transferred and their values

Undecided.

5. Status of OMRON Corporation after Spin Off

There will be no changes to OMRON`s name, business, head office location,
representative, capital or reporting period (fiscal year end) as a result of the
spin off.

6. Outlook

The spin off will have no impact on OMRON`s fiscal 2009 consolidated operating
results.

OMRON Corporation
Hideo Higuchi, +81-75-344-7175
Senior General Manager
Corporate Strategic Planning Headquarters

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