HOYA Corporation (“HOYA”) and Ricoh Company, Ltd. (“Ricoh”) hereby announce that pursuant
to decisions by the President and CEO of HOYA and Representative Director of Ricoh, respectively,
HOYA and Ricoh have executed an agreement as of today to transfer HOYA’s PENTAX Imaging
Systems Business (the business of developing, manufacturing and selling optical instruments such as
digital cameras and replacement lenses, digital camera accessories, security camera-related products,
and binoculars) (the “PENTAX Imaging Systems Business”) to Ricoh. HOYA will effectuate this
transfer by incorporating a new corporation (“NewCo”), cause NewCo to succeed the PENTAX
Imaging Systems Business by way of a corporate split (kyushu bunkatsu) (the “Corporate Split”),
and transfer all shares of NewCo to Ricoh (such split and transfer shall be referred to as the
“Split/Transfer”) as of October 1, 2011 (Estimated).
Prior to the Split/Transfer, HOYA intends to transfer its interests in PENTAX VN CO., Ltd., an
overseas subsidiary of HOYA in relation to the PENTAX Imaging Systems Business, to NewCo.
Please note, that since the Corporate Split is a simplified corporate split (kan-i kyushu bunkatsu),
disclosure items/content have been partially abbreviated.
Further, HOYA will continue to develop its businesses assigned from PENTAX Corporation which
was merged (kyushu gappei) into HOYA on March 31, 2008 other than the PENTAX Imaging
Systems Business, such as its businesses regarding digital camera modules, DVD pickup lenses,
endoscopes, artificial bones, and voice synthesis.
HOYA merged (kyushu gappei) with PENTAX Corporation on March 31, 2008, and has developed
the PENTAX Imaging Systems Business assigned from PENTAX Corporation until now. As part
of selecting and focusing its management resources, HOYA has decided to cause NewCo to succeed
the PENTAX Imaging Systems Business via the Corporate Split, transfer the business and shares,
etc. of HOYA’s Imaging Systems business subsidiary to NewCo via a business transfer and
share/interests transfer, and thereafter, transfer all shares of NewCo to Ricoh.
Ricoh’s core business is office solutions focusing on MFPs, Ricoh has also introduced many cameras
to the market since its inception in 1936. Ricoh was one of the first manufacturers to launch digital
cameras in 1995 and Ricoh’s current high-end compact digital cameras are well regarded in the
industry.
Now Ricoh aims to establish a consumer business. As a first step to achieve this goal, Ricoh
strengthens its camera businesses. Ricoh takes it as an indispensable initiative to obtain the small and
lightweight interchangeable lens camera technology, lens technology and sales channels held by the
Pentax Imaging Systems Division to pave the way for further advancement and innovations in the
digital camera market.
Through this acquisition, Ricoh plans to 1) enhance its digital camera businesses (especially the
interchangeable lens camera market which is expected to grow), 2) create value-added businesses for
taken photographs (creation and development of value-added services that encourage seeing, storing
and refinishing photographs and utilize photographs as communication tools), and 3) expand to other
fields (study of entry into the image archiving business using medium-format digital cameras and
enhancement of security-related products)
Full Copy of PDF of Sale:
HOYA Corporation (“HOYA”) and Ricoh Company, Ltd. (“Ricoh”) hereby announce that pursuant to decisions by the President and CEO of HOYA and Representative Director of Ricoh, respectively, HOYA and Ricoh have executed an agreement as of today to transfer HOYA’s PENTAX Imaging Systems Business (the business of developing, manufacturing and selling optical instruments such as digital cameras and replacement lenses, digital camera accessories, security camera-related products, and binoculars) (the “PENTAX Imaging Systems Business”) to Ricoh. HOYA will effectuate this transfer by incorporating a new corporation (“NewCo”), cause NewCo to succeed the PENTAX Imaging Systems Business by way of a corporate split (kyushu bunkatsu) (the “Corporate Split”), and transfer all shares of NewCo to Ricoh (such split and transfer shall be referred to as the “Split/Transfer”) as of October 1, 2011 (Estimated).
Prior to the Split/Transfer, HOYA intends to transfer its interests in PENTAX VN CO., Ltd., an overseas subsidiary of HOYA in relation to the PENTAX Imaging Systems Business, to NewCo. Please note, that since the Corporate Split is a simplified corporate split (kan-i kyushu bunkatsu), disclosure items/content have been partially abbreviated.
Further, HOYA will continue to develop its businesses assigned from PENTAX Corporation which was merged (kyushu gappei) into HOYA on March 31, 2008 other than the PENTAX Imaging Systems Business, such as its businesses regarding digital camera modules, DVD pickup lenses, endoscopes, artificial bones, and voice synthesis.
1. Background of the Split/Transfer
HOYA merged (kyushu gappei) with PENTAX Corporation on March 31, 2008, and has developed
the PENTAX Imaging Systems Business assigned from PENTAX Corporation until now. As part
of selecting and focusing its management resources, HOYA has decided to cause NewCo to succeed
the PENTAX Imaging Systems Business via the Corporate Split, transfer the business and shares,
etc. of HOYA’s Imaging Systems business subsidiary to NewCo via a business transfer and
share/interests transfer, and thereafter, transfer all shares of NewCo to Ricoh.
Ricoh’s core business is office solutions focusing on MFPs, Ricoh has also introduced many cameras
to the market since its inception in 1936. Ricoh was one of the first manufacturers to launch digital
cameras in 1995 and Ricoh’s current high-end compact digital cameras are well regarded in the
industry.
Now Ricoh aims to establish a consumer business. As a first step to achieve this goal, Ricoh
strengthens its camera businesses. Ricoh takes it as an indispensable initiative to obtain the small and
lightweight interchangeable lens camera technology, lens technology and sales channels held by the
Pentax Imaging Systems Division to pave the way for further advancement and innovations in the
digital camera market.
Through this acquisition, Ricoh plans to 1) enhance its digital camera businesses (especially the
interchangeable lens camera market which is expected to grow), 2) create value-added businesses for
taken photographs (creation and development of value-added services that encourage seeing, storing
and refinishing photographs and utilize photographs as communication tools), and 3) expand to other
fields (study of entry into the image archiving business using medium-format digital cameras and
enhancement of security-related products)
2. Outline of the Split/Transfer
(1) Timeline for the Split/Transfer
July 1, 2011: Decision by the President to approve the share transfer agreement
July 1, 2011: Execution of the share transfer agreement
Not yet determined: Incorporation date of NewCo
Not yet determined : Decision by the President to approve the corporate split (kyushu
bunkatsu) agreement
Not yet determined: Execution of the corporate split (kyushu bunkatsu) agreement
October 1, 2011 (Estimated): Effective date of the Corporate Split
October 1, 2011 (Estimated): Transfer date for NewCo shares
(Note: The Corporate Split satisfies criteria of a simplified corporate split (kan-i kyushu
bunkatsu) under Article 784, Section 3 of the Japanese Companies Act. Therefore, it
can be effectuated by a decision of the President without obtaining resolution for the
approval from a HOYA shareholders meeting.)
(2) Split Method: A corporate split (kyushu bunkatsu), where HOYA will be the split
company (bunkatsu kaisha) and NewCo will be the succeeding company (shokei kaisha).
(3) Details of allotment pursuant to split: NewCo will become a wholly-owned subsidiary of
HOYA. Therefore, NewCo will not issue shares or make any payments to HOYA pursuant to
the Corporate Split.
(4) Decrease of capital pursuant to split: Capital will not be decreased pursuant to a split.
(5) Treatment of stock acquisition rights and convertible bonds: There will be no changes to
the treatment of stock acquisition rights. Convertible bonds have not been issued.
(6) Rights and obligations assigned by the succeeding company: Pursuant to the corporate
split (kyushu bunkatsu) agreement, NewCo will succeed the assets, debts, agreements, and
other rights and obligations held by HOYA in relation to PENTAX Imaging Systems Business
as of the end of the immediately preceding day of the effective date of the Company Split.
This will not apply to any exceptions as provided in the corporate split (kyushu bunkatsu)
agreement.
(7) Likelihood of performing obligations: It is assumed that NewCo will not have any
problems performing its obligations after the Company Split.
3. Outline of the Split Company and Subsidiary to be Transferred
(1) Outline of the parties of the Company Split and the subsidiary to be transferred
(1) Corporate Name HOYA
(Split Company)
PENTAX Imaging Systems
Company
（Succeeding Company,
Subsidiary to be
Transferred）
(2) Business Manufacture and sale of
electronics-related, imagerelated,
healthcare-related and
medically-related products, etc.
Manufacture and sale of
PENTAX Imaging Systems
products, etc.
(3) Date of incorporation August 23, 1944 Not yet determined
(4) Location of head office 2-7-5 Nakaochiai, Shijuku-ku,
Tokyo
2-35-7 Maeno-cho, Itabashi-ku,
Tokyo
(5) Name/position of
representative
Hiroshi Suzuki
President & CEO
Not yet determined
(6) Capital 6,264 million yen Not yet determined
(7) Number of Issued Shares 435,017,020 shares Not yet determined
(8) Net assets or Total capital 377,541 million yen (IFRS) Not yet determined
(9) Total assets or Gross
assets
578,641 million yen (IFRS) Not yet determined
(10) Account settlement March 31 Not yet determined
(11) Major shareholders and
their respective
shareholding ratio
Japan Trustee Services Bank,
Ltd. (Trustee) 6.54%
J.P. Morgan Chase Bank
380055 5.16%
The Master Trust Bank of
Japan (Trustee) 3.64%
State Street Trust and Banking
Co., Ltd. 505225 2.41%
Mamoru Yamanaka 2.22%
SSBT OD05 OMNIBUS
ACCOUNT – TREATY
CLIENTS 2.20%
Mellon Bank N.A. as agent for
its client, Mellon Omnibus U.S.
Pension 2.16%
State Street Trust and Banking
Co., Ltd. 2.05%
State Street Trust and Banking
HOYA 100.00％
Co., Ltd. 505223 1.82%
J.P. Morgan Chase
Oppenheimer JASDEC
Lending Account 1.56%
(12) Relationship between the
listed company and the
subsidiary company
Capital relationship: NewCo is a wholly-owned subsidiary of
HOYA
Personal relationship: Not yet determined
Transactional relationship: Not yet determined
(Note)
1. The outline above is applicable as of March 31, 2011 for HOYA (the split company (kyushu
bunkatsu kaisha)), and the incorporation date (Estimated) for NewCo.
2. Items not yet determined as of today will be disclosed when determined.
(2) Outline of other subsidiary to be transferred (as of March 31, 2011)
(1) Corporate Name PENTAX VN CO., Ltd.
(2) Business Manufacture of PENTAX Imaging Systems products, etc.
(3) Date of incorporation May 27, 1995
(4) Location of head office LOT A7 Sai Dong B
Industrial Zone, Long Bien District, Hanoi, Vietnam
(5) Name/position of
representative
Yuichi Kobayashi/General Director
(6) Capital USD 11,000,000
(7) Number of Issued Shares －
(8) Net assets 361 million yen
(9) Total assets 1,604 million yen
(10) Account Settlement March 31
(11) Major shareholder(s) and
its shareholding ratio
HOYA 100%
(12) Relationship between the
listed company and the
subsidiary company
This subsidiary is a wholly-owned subsidiary of HOYA
4. Outline of the business department to be split
(1) Business of the department being split: manufacture and sale of PENTAX Imaging
Systems products
(2) Items and amount of assets and liabilities to be split (as of March 31, 2011)
Assets Liabilities
Item Book value Item Book value
Current assets 14,580 million yen Current liabilities 10,198 million yen
Non-Current
assets
6,701 million yen Non-Current
liabilities
331 million yen
Total 21,281 million yen Total 10,529 million yen
5. Situation after company split
Please refer to “3. Outline of the Split Company and Subsidiary to be Transferred” for the corporate
name, business, location, name/position of representative, capital, and account settlement of HOYA
and NewCo after the Company Split. Ricoh is scheduled to become the sole and major shareholder
of NewCo (shareholding ratio: 100.0%) as of the effective date of the Company Split since it is
scheduled that HOYA transfer all shares of NewCo to Ricoh on that same date.
6. Outline of the company to which the shares will be transferred (as of March 31, 2011)
(1) Corporate Name Ricoh Company, Ltd.
(2) Date of incorporation February 6, 1936
(3) Location of head office 8-13-1 Ginza, Chuo-ku, Tokyo
(4) Name/position of
representative
Shiro Kondo
Representative Director
President and Corporate Officer
(5) Capital 135.3 billion yen
(6) Account settlement March 31
(7) Business Operation such as development, production, sales, service in the
area of pictures & solution, industry and other areas
(8) Net assets 982.7 billion yen
(9) Total assets 2,262.3 billion yen
(10) Major shareholders and
their respective shareholding
ratio
The Master Trust Bank of Japan, Ltd. (Trustee) 8.84%
Japan Trustee Services Bank, Ltd. (Trustee) 6.37%
Nippon Life Insurance Company 5.07%
The Bank of Tokyo-Mitsubishi UFJ,Ltd. 4.95%
NIPPONKOA Insurance Co., Ltd. 2.51%
THE NEW TECHNOLOGY DEVELOPMENT FOUNDATION
2.18%
SSBT OD05 OMNIBUS ACCOUNT – TREATY CLIENTS
1.92%
National Mutual Insurance Federation of Agricultural
Cooperatives 1.83%
Japan Trustee Services Bank, Ltd. (Trustee 9) 1.60%
Trust & Custody Services Bank, Ltd. 1.59%
(11) Relationship between the
listed company and the
subsidiary company
Capital relationship: None
Personal relationship: None
Transactional relationship: None
Applicability to the involved parties: None
7. Outlook
We currently expect that the effect of the Split/Transfer on HOYA’s operations will be minor,
however, HOYA will promptly make an announcement if a material effect on the operations of this
fiscal year will be expected from here on.
8. Other Matters
With respect to one of HOYA’ European marketing companies for the PENTAX Imaging Systems
Business, PENTAX EUROPE IMAGING SYSTEMS S.A.S. (“PEIS”), HOYA will make a final
determination on whether or not HOYA will transfer PEIS’ shares to NewCo (or interests and shares
of PEIS’ subsidiaries which conduct PENTAX Imaging Systems Business, PENTAX IMAGING
SYSTEMS LIMITED and PENTAX IMAGING SYSTEMS GMBH) upon completing prior
negotiations with PEIS’ workers counsel as required under applicable laws.
End
No comments:
Post a Comment