Canon : to acquire Toshiba Medical Systems Corporation shares and make it a subsidiary

TOKYO, December 19, 2016-Canon Inc. ('Canon'; Headquarters: Tokyo, Japan; Chairman and CEO: Fujio Mitarai) announced today that a resolution was passed at a Board of Directors meeting to acquire the shares of Toshiba Medical Systems Corporation ('Toshiba Medical'; Headquarters: Tochigi Prefecture, Japan; President: Toshio Takiguchi) and make the company a subsidiary, as the necessary clearance from competition regulatory authorities has been obtained.

Canon concluded a shares and other securities transfer agreement with Toshiba Corporation ('Toshiba'; Headquarters: Tokyo, Japan; President and CEO: Satoshi Tsunakawa) on March 17, 2016. Following that, in order for Toshiba Medical to become a subsidiary, Canon sought clearance from competition regulatory authorities. As clearance has been obtained from the competition authorities of every country and region where Canon applied, a Board of Directors meeting was held today and a resolution was passed to exercise the Company's share options, acquire the shares of Toshiba Medical and make the company a Canon subsidiary.

Reason for the acquisition

Under Phase V of its Excellent Global Corporation Plan, a five-year initiative launched in 2016, Canon aims to embrace the challenge of new growth through a grand strategic transformation. With regard to reinforcing and expanding new businesses in particular, which represents one of the important strategies to be carried out during this phase, Canon intends to cultivate its health care business within the safety and security sector as a next-generation pillar of growth.

Toshiba Medical is one of the leading global companies in the medical equipment industry. Within the field of medical X-ray computed tomography (CT) systems in particular, Toshiba Medical is the overwhelming market share leader in Japan and has been steadily increasing its global market share. Additionally, Toshiba Medical is the only company in the industry with a broad product portfolio that spans diagnostic X-ray systems, magnetic resonance imaging (MRI) systems, diagnostic ultrasound systems and diagnostic nuclear medicine systems. The company also offers cutting-edge medical imaging solutions and in-vitro diagnostics aimed at individualized care.

Through the agreement announced today, Toshiba Medical, with its world-class technological capabilities and global platform, will be welcomed into the Canon Group. By maximizing the combination of both companies' management resources, Canon aims to solidify its business foundation for health care that can contribute to the world.

The inclusion of Toshiba Medical into the Canon Group is expected to make possible the following benefits.

Accelerated entry into new fields

By maximizing the application of both Canon and Toshiba Medical's management resources, Canon will be able to leverage Toshiba Medical's core strength in imaging diagnostics, further reinforcing Toshiba Medical's operational strength in its in-vitro diagnostics business and next-generation medical IT through M&A and other strategic investment, to make possible the strengthening of Canon's biomedical business. Additionally, by making use of Canon's business portfolio and partnerships, further progress is expected in the field of medical equipment.

Further improvements in quality through shared production technology

A collaborated effort between Canon, with its advanced production technologies, and Toshiba Medical, with its exceptional product development capabilities, is expected to lead to further enhancing Toshiba Medical's product strength through the provision of precision design and microfabrication technologies, an optimized production system and cooperation aimed at improving quality. This will not only enable the sale of price-competitive products in the market, but also contribute to the development of the health care business through the circulation of funds generated through enhanced management efficiency applied toward investing in the development of next-generation medical equipment.

Expand business domains through the enhancement of R&D capabilities

Canon possesses proprietary high-speed dynamic X-ray imaging sensor technology, among other imaging devices, along with associated elemental technologies; photoacoustic tomography technology selected by Japan's national ImPACT program; medical robotic system technologies and minimally invasive technologies. Through the promotion of joint technology development leveraging these Canon technologies and Toshiba Medical's R&D capabilities, the Canon Group will be able to globally provide innovative new products and services in the future.

Overview of Toshiba Medical

1) Company name: Toshiba Medical Systems Corporation
2) Representative: Toshio Takiguchi, President
3) Location: 1385 Shimoishigami, Otawara-shi, Tochigi-ken, Japan
4) Date of establishment: September 23, 1948
5) Scope of business: Development, manufacture, sale and technical services for medical equipment (including diagnostic X-ray systems, medical X-ray CT systems, magnetic resonance imaging systems, diagnostic ultrasound systems, radiation therapy systems, diagnostic nuclear medicine systems, medical sample testing equipment, and information systems for medical equipment)6) Operating Results for the fiscal year ending March 2016
Net sales: 291,310 million yen
Operating profit: 8,223 million yen
Net income: 16,378 million yen

Number of shares to be acquired, acquisition price

134,980,000 shares of Toshiba Medical Systems common stock, approximately 665.5 billion yen (ratio of ownership voting rights: 100%)

Schedule

Resolution of the Board of Directors: March 17, 2016
Date of agreement signing: March 17, 2016
Expected date of common stock acquisition: December 19, 2016

Outlook

As for the impact this will have on the company's performance, in cases where the company needs to revise its projection it will make prompt disclosure. The company will also make prompt disclosure when something that needs to be made public occurs.