Ricoh announces that the Company concluded a share transfer agreement today following the resolution to transfer 80% of the outstanding shares of Ricoh Electronic Devices Co., Ltd. (referred to as Ricoh Electronic Devices from here), its consolidated subsidiary, to Nisshinbo Holdings Inc. (referred to as Nisshinbo Holdings from here), made at a Board of Directors’ meeting held on October 30, 2017.
The transfer of the shares, which is subject to the approval of the relevant authorities, will eventually take place by around March 1, 2018. As a result of the share transfer, Ricoh Electronic Devices will be an affiliated company accounted for by using the equity method.
Advocating RICOH Resurgent in the 19th Mid-Term Management Plan, a three-year plan that launched in fiscal 2017, the Company has been working on the implementation of structural reforms, the prioritization of growth businesses, and the reinforcement of management systems. Efforts have also been made to improve the competitiveness of the analog semiconductor business carried out by Ricoh Electronic Devices by introducing capital, resources and expertise through collaborations with operating companies in the same business.
Nisshinbo Holdings, whose subsidiaries include New Japan Radio Co.,Ltd., which operates its business with a focus on semiconductors and microwaves, provides a range of products such as general-purpose linear ICs and microwave equipment. Nisshinbo Holdings is working on growth strategies by allocating management resources selectively to automotive and super-smart society-related businesses under the slogan of taking challenges towards a new era of technological innovation and super-smart societies.
The share transfer has been agreed based on the decision that synergies generated by combining the expertise of the analog semiconductor business and the customer base developed and built by Nisshinbo Holdings and the analog semiconductor business of Ricoh Electronic Devices are effective for the sustainable growth and the increasing corporate value of Ricoh Electronic Devices in the future. The Company will transfer 80% of the outstanding shares of Ricoh Electronic Devices to Nisshinbo Holdings. Ricoh will continue to support our group company (an affiliated company accounted for by using the equity method), Ricoh Electronic Devices, through providing infrastructure services even after the shares have been transferred.
|(1) Corporate Name||Ricoh Electronic Devices Co., Ltd.|
|(2) Head Office||13-1, Himemuro-cho, Ikeda-shi, Osaka 563-8501, Japan|
|(3) Representative||Satoru Taji, President|
|(4) Business||Development, manufacturing and sales of electronic device products, OEM design services for electronic devices, and OEM manufacturing services for electronic devices|
|(5) Capital||100 million yen|
|(6) Date of Establishment||June 2, 2014|
|(7) Major Shareholders and Percentage of Shares Held||Ricoh Company, Ltd. 100%|
|(8) Relationship with the Company||Capital relationship||Ricoh holds 100% shares|
|Personnel relationship||From Ricoh, 3 directors and 1 auditor to the Company|
|Transactional relationship||The Company provides electronic devices to Ricoh.|
|(9) Operating results and financial position for the most recent three fiscal years (Millions of yen, unless otherwise noted)|
|Fiscal year-end||Full year ended March, 2015||Full year ended March, 2016||Full year ended March, 2017|
|Net assets per share||51,325,256 yen||51,595,459 yen||45,775,054 yen|
|Basic earnings per share||1,993,849 yen||2,478,312 yen||2,683,375 yen|
|Dividends per share||1,993,849 yen||7,478,312 yen||2,683,375 yen|
|(1) Corporate name||Nisshinbo Holdings Inc.|
|(2) Head Office||2-31-11, Ningyo-cho, Nihonbashi, Chuo-ku, Tokyo 103-8650, Japan.|
|(3) President and Representative Director||Masaya Kawata|
|(4) Main Business||Electronics, Automobile Brakes, Mechatronics, Chemicals, Textiles, Real Estate|
|(5) Paid-in Capital||27,587 million yen (Mar. 2017)|
|(6) Founded||Feb. 5, 1907|
|(7) Net assets||275,753 million yen (as of March 31, 2017)|
|(8) Total assets||646,288 million yen (as of March 31, 2017|
|(9) Major shareholder and shareholding ratio||(as of March 31, 2017) The Master Trust Bank of Japan ,Ltd. 13.55% Japan Trustee Services Bank,Ltd． 10.88%|
|(10) Relationship with the Company||Capital relationship||None|
|Status as a related party||None|
|(1) Number of shares held before the transfer||200 shares (number of voting right: 200, equity ownership: 100%)|
|(2) Number of shares to be transferred||160 shares (number of voting right: 160, equity ownership: 80%)|
|(3) Transfer price||Transfer price is not disclosed due to an agreement with the company to which the shares will be transferred. Also, the transfer price was calculated upon mutual consultation. It was regarded as fair value at Ricoh’s board meeting where external directors and external auditors were present.|
|(4) Number of shares to be held after the transfer||40 shares (number of voting right: 40, equity ownership: 20%)|
|(1)Resolution of the Board of Directors||October 30, 2017|
|(2)Conclusion of agreement||October 30, 2017|
|(3)Share Transfer and Assignment of Receivables||March 1, 2018 (planned)|