TOSHIBA TEC CORPORATION May 19, 2023 | |
Company: | Toshiba Tec Corporation |
Representative: | Hironobu Nishikori |
Representative Director | |
President and Chief Executive Officer | |
(Securities code: 6588, | |
Tokyo Stock Exchange Prime Market) | |
Contact: | Akira Abe |
General Manager of Corporate | |
Communications Division | |
(Tel: +81-3-6830-9151) |
Notice of Transfer of Consolidated Subsidiaries
Toshiba Tec Corporation (the "Company") and Ricoh Company, Ltd. today resolved at their respective board of directors' meetings to integrate, through company splits and other means, the businesses relating to the development and production of multifunction printers and other devices ("Business Integration") effective on a specific day between April 1, 2024 and June 30, 2024 to be separately agreed upon by the two companies, as described in the "Notice regarding Business Partnership and the conclusion of a Business Integration Agreement and a Shareholders Agreement related to MFPs' development and manufacturing between Ricoh Company, Ltd., and Toshiba Tec Corporation by necessary procedures such as Company Split (Simplified Absorption-type Company Split)" announced jointly by the two companies ("Timely Disclosure of Business Integration") .
The Company hereby announces that, in conjunction with the Business Integration, the Company and Ricoh Technologies Company, Ltd. (the "Joint Venture Company"), which will become a joint venture company, will enter into an absorption-type company split agreement, and the Company's board of directors resolved to transfer the shares of the five consolidated subsidiaries to the Joint Venture Company through an absorption-type company split under such agreement (the "Absorption-Type Company Split"), as follows:
Note
1. Outline of the Transfer of Shares
In conjunction with the Business Integration, the Company will transfer to the Joint Venture Company
the shares of the following consolidated subsidiaries (excluding Toshiba Tec's French subsidiary, Toshiba Tec Europe Imaging Systems S.A ("Toshiba Tec Europe Imaging Systems") (Note)) that operate the Company's businesses related to the development and production of multifunction printers and other devices in Japan and overseas ("Transferred Business") by the method described below.
(ⅰ) The businesses of a consolidated subsidiary, TOSHIBA TEC DOCUMENT PROCESSING SYSTEMS CO., LTD, ("TOSHIBA TEC DOCUMENT PROCESSING SYSTEMS"), other than the Transferred Business (i.e. development and design of ink-jet heads) will be transferred to another company by a method to be determined separately.
(ⅱ) The businesses of a consolidated subsidiary, Toshiba Tec Information Systems (Shenzhen) Co., Ltd.
1
("Toshiba Tec Information Systems (Shenzhen)"), other than the Transferred Business (i.e. sales business of multifunction printers and auto ID systems) will be transferred to another company through a company split, and the shares (equity) in Toshiba Tec Information Systems (Shenzhen) held by shareholders (investors) other than the Company will be acquired by the Company.
(ⅲ) The Transferred Business of a consolidated subsidiary, Toshiba America Business Solutions, Inc. ("Toshiba America Business Solutions") (i.e. manufacturing business of consumables for multifunction printers), will be transferred to another company to be established in the United States by Toshiba America Business Solutions ("US Company") through business transfer, and the shares of the US Company held by Toshiba America Business Solutions will be acquired by the Company.
(ⅳ) Upon completion of (i) through (iii) above, all shares of the five consolidated companies (i.e. TOSHIBA TEC DOCUMENT PROCESSING SYSTEMS, Toshiba Tec Malaysia Manufacturing Sdn. Bhd. ("Toshiba Tec Malaysia Manufacturing"), Toshiba Tec (H.K.) Logistics & Procurement Ltd. ("Toshiba Tec (H.K.) Logistics & Procurement"), Toshiba Tec Information Systems (Shenzhen), and the US Company) held by the Company will be transferred to the Joint Venture Company through the Absorption-Type Company Split (the "Transfer of Shares").
(Note) The business of Toshiba Tec Europe Imaging Systems is not included in the Transferred Business. However, there is a possibility that the Company will, at its decision, include the business of Toshiba Tec Europe Imaging Systems (except for certain business and assets) in the scope of the Transferred Business after completion of the consultation with the works' council of Toshiba Tec Europe Imaging Systems in accordance with the French labor law.
2. Reason for the Transfer of Shares
Please refer to "1. Background and External Environment", "2. Outline of the Business Integration", and "3. Summary of the Business Integration" of the Timely Disclosure of Business Integration.
3. Overview of the subsidiaries to be transferred
The following is an overview of the Company's consolidated subsidiaries to be transferred as a result of
the Transfer of Shares.
As for the consolidated results of operations and consolidated financial condition of each subsidiary for the past three years, the figures for the three years from the fiscal year ended March 2020 to the fiscal year ended March 2022 are shown, because it takes time to calculate the financial figures for the fiscal year ended March 2023, and it is impossible to show them as of May 19, 2023.
(1) TOSHIBA TEC DOCUMENT PROCESSING SYSTEMS
(1) | Name | TOSHIBA TEC DOCUMENT PROCESSING SYSTEMS CO., |
LTD. | ||
(2) | Location | 6-78,Minami-cho,Mishima-shi, Shizuoka |
(3) | Name and title of | Toshimitsu Suzuki, President and Chief Executive Officer |
2 |
Development and design, etc. of multifunction printers, auto ID | ||||||||
systems, ink-jet heads and other products | ||||||||
(4) | Business description | (Note) The development and design, etc. of ink-jet heads and | ||||||
other products, which are businesses other than the | ||||||||
Transferred Business, will be transferred to another | ||||||||
company by the date of the Transfer of Shares. | ||||||||
(5) | Capital | JPY100,000,000 | ||||||
(6) | Date of establishment | December 16, 1998 | ||||||
(7) | Major shareholders and | The Company: 100% | ||||||
shareholding ratios | ||||||||
Capital | The Company holds 100% of the voting rights of | |||||||
relationship | the relevant company. | |||||||
Relationship with the listed | Personnel | The | Company sends three | directors and one | ||||
(8) | relationship | auditor to the relevant company. | ||||||
company | ||||||||
Business | The Company outsources the development and | |||||||
design, etc. of multifunction printers and auto ID | ||||||||
relationship | ||||||||
systems to the relevant company. | ||||||||
(9) | Consolidated results of operations and consolidated financial condition of the relevant company | |||||||
for the past three years (in millions of JPY) | ||||||||
Fiscal year ended | Fiscal year ended | Fiscal year ended | ||||||
March 2020 | March 2021 | March 2022 | ||||||
Net assets | 356 | 258 | 294 | |||||
Total assets | 1,503 | 1,142 | 1,082 | |||||
Sales | 2,037 | 1,720 | 1,429 | |||||
Operating profit | 140 | 161 | 257 | |||||
Ordinary profit | 141 | (61) | 61 | |||||
Net income | 68 | (70) | 36 | |||||
(2) Toshiba Tec Malaysia Manufacturing | ||||||||
(1) | Name | Toshiba Tec Malaysia Manufacturing Sdn. Bhd. | ||||||
(2) | Location | Plot 111-A, | Hala Kampung Jawa 2, Bayan Lepas Industrial | |||||
Estate, 11900 Penang, Malaysia | ||||||||
(3) | Name and title of | Tomoyuki Hidaka, President and Representative Director | ||||||
representative | ||||||||
(4) | Business description | Manufacture, etc. of multifunction printer-related products | ||||||
(5) | Capital | MYR35,000,000 | ||||||
(6) | Date of establishment | February 11, 1991 | ||||||
(7) | Major shareholders and | The Company: 100% | ||||||
3 |
shareholding ratios | ||||||||
Capital | The Company holds 100% of the voting rights of | |||||||
relationship | the relevant company. | |||||||
Personnel | The Company sends three directors to the relevant | |||||||
(8) | Relationship with the listed | relationship | company. | |||||
company | ||||||||
The Company outsources the manufacture of | ||||||||
Business | multifunction printer-related products to the | |||||||
relationship | relevant company, and purchases those products | |||||||
from the relevant company. | ||||||||
(9) | Consolidated results of operations and consolidated financial condition of the relevant company | |||||||
for the past three years (in thousands of MYR) | ||||||||
Fiscal year ended | Fiscal year ended | Fiscal year ended | ||||||
March 2020 | March 2021 | March 2022 | ||||||
Net assets | 73,117 | 64,059 | 65,549 | |||||
Total assets | 129,762 | 114,672 | 125,943 | |||||
Sales | 133,022 | 109,122 | 146,593 | |||||
Operating profit | 5,019 | 5,682 | 5,469 | |||||
Ordinary profit | 7,320 | 5,714 | 5,565 | |||||
Net income | 5,310 | 5,849 | 5,034 | |||||
(3) Toshiba Tec (H.K.) Logistics & Procurement | ||||||||
(1) | Name | Toshiba Tec (H.K.) Logistics & Procurement Ltd. | ||||||
(2) | Location | Unit No.1703,17/F., The Metropolis Tower, | ||||||
10 Metropolis Drive, Hung Hom, Kowloon, Hong Kong | ||||||||
(3) | Name and title of | Takeshi Tsuchiya, President | ||||||
representative | ||||||||
(4) | Business description | Procurement of materials for the Company group, export of | ||||||
multifunction printers and their related products, etc. | ||||||||
(5) | Capital | HKD2,000,000 | ||||||
(6) | Date of establishment | September 11, 1995 | ||||||
(7) | Major shareholders and | The Company: 100% | ||||||
shareholding ratios | ||||||||
Capital | The Company holds 100% of the voting rights of | |||||||
relationship | the relevant company. | |||||||
Relationship with the listed | Personnel | The Company sends three directors to the relevant | ||||||
(8) | relationship | company. | ||||||
company | ||||||||
Business | The Company group procures materials through | |||||||
the relevant company, and outsources the export of | ||||||||
relationship | ||||||||
multifunction printers, etc. | manufactured by | |||||||
4 |
Toshiba Tec Information Systems (Shenzhen) to | |||||||||
the relevant company. | |||||||||
(9) | Consolidated results of operations and consolidated financial condition of the relevant company | ||||||||
for the past three years (in thousands of HKD) | |||||||||
Fiscal year ended | Fiscal year ended | Fiscal year ended | |||||||
March 2020 | March 2021 | March 2022 | |||||||
Net assets | 133,403 | 123,217 | 135,176 | ||||||
Total assets | 523,472 | 634,324 | 625,039 | ||||||
Sales | 1,513,222 | 1,533,331 | 1,595,299 | ||||||
Operating profit | 11,778 | 8,081 | 14,815 | ||||||
Ordinary profit | 14,028 | 8,350 | 14,492 | ||||||
Net income | 12,345 | 6,982 | 12,228 | ||||||
(4) Toshiba Tec Information Systems (Shenzhen) | |||||||||
(1) | Name | Toshiba Tec Information Systems (Shenzhen) Co., Ltd. | |||||||
(2) | Location | No.7, 9, | 28, DaYang | Road, FuHai Streets, BaoAn District, | |||||
ShenZhen 518103, The People's Republic of China | |||||||||
(3) | Name and title of | Hajime Kimura, Chairman | |||||||
representative | |||||||||
・Manufacture, etc. of multifunction printers, POS systems and | |||||||||
auto ID systems, and their related products | |||||||||
・Sale, etc. of multifunction printers and auto ID systems, and | |||||||||
(4) | Business description | their related products | |||||||
(Note) The sale, etc. of multifunction printers and auto ID | |||||||||
systems, and their related products, which are businesses | |||||||||
other than the Transferred Business, will be transferred to | |||||||||
another company by the date of the Transfer of Shares. | |||||||||
(5) | Capital | USD20,158,000 | |||||||
(6) | Date of establishment | April 28, 1993 | |||||||
(7) | Major shareholders and | The Company: 95.7% (as of March 31, 2023) | |||||||
shareholding ratios | The Company: 100% (as of the date of the Transfer of Shares) | ||||||||
As of March 31, 2023, the Company holds 95.7% | |||||||||
of the voting rights of the relevant company. | |||||||||
Capital | However, the Company will hold 100% of the | ||||||||
Relationship with the listed | voting rights of the relevant company by the date | ||||||||
(8) | relationship | ||||||||
company | of the Transfer of Shares by acquiring the shares | ||||||||
(equity interests) in the relevant company held by | |||||||||
shareholders (investors) other than the Company. | |||||||||
Personnel | The Company sends five directors to the relevant | ||||||||
5 |
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Toshiba TEC Corporation published this content on 19 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 May 2023 06:09:11 UTC.
