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September 28, 2012
Olympus Corporation (“Olympus”) and Sony Corporation (“Sony”) today announced that the two companies have entered into a business alliance agreement (the “business alliance agreement”) and a capital alliance agreement (the “capital alliance agreement”) through a third-party allotment of Olympus's common shares to Sony.
Details of the business alliance agreement and the capital alliance agreement (collectively the “business and capital alliance agreements”) are stated below.
The business and capital alliances are expected to allow the two companies to combine Olympus's lens and optical technologies, as well as the strength of its brand and R&D, with Sony's broad range of technologies including digital imaging technologies and apply them in the rapidly growing medical market. Sony and Olympus anticipate extensive opportunities to create new products and businesses and contribute to the medical industry. In addition, Olympus and Sony plan to explore opportunities for collaboration between their respective camera businesses including transactions involving core components primarily for compact digital cameras, with the aim of enhancing the corporate value of each company.
The purpose of the business and capital alliances is as follows
In connection with the business alliance, Olympus and Sony have entered into a capital alliance agreement, under which Olympus will issue new shares to Sony through a third-party allotment. Under the terms of the capital alliance agreement, Olympus will issue 34,387,900 common shares to Sony through a third-party allotment (Sony's ratio of voting rights after the third-party allotment will be 11.46%, and the ratio of shares to be issued against the total shares issued and outstanding before such issuance will be 11.28%) in two tranches. The due date of payment for the first third-party allotment for 13,100,000 shares (“the first third-party allotment”) is on October 23, 2012, while the period of payment for the second third-party allotment for 21,287,900 shares (“the second third-party allotment”) is from October 23, 2012 to February 28, 2013.
The share price will be 1,454 per share. The two companies have also agreed that Olympus will make every effort to help ensure that a candidate nominated by Sony is appointed as a member of the board of directors of Olympus. For more information on the issuance of new shares through a third-party allotment, please refer to the related press release titled “Issuance of new shares through a third-party allotment and change in major shareholder” made by Olympus on September 28, 2012.
|Name||To be further discussed and decided by the two companies (To be incorporated as a corporation in Japan)）|
|Board members, etc.||
|Type of Business||
|Stated Capital||JPY 50 million yen|
|Date of Incorporation||During December 2012|
|Accounting Period||From April 1 through March 31|
|Capital Ratio||Olympus 49%, Sony 51%|
The two companies anticipate the global surgical medical equipment market will grow to a value over JPY 750 billion yen by 2020 and, within that market, also anticipate that surgical endoscopes and other related areas at which the medical business venture is targeting will grow to a value over JPY 330 billion yen globally by 2020. In these latter areas, the medical business venture aims to have more than 20% market share by 2020
② The two companies have agreed to expand medical product sales by leveraging both companies' sales networks.
|Name||Olympus Corp.||Sony Corp.|
|Location||2-43-2 Hatagaya, Shibuya-ku, Tokyo, Japan||1-7-1 Konan, Minato-ku, Tokyo, Japan|
|Title and Name of Representative||Hiroyuki Sasa, Representative Director, President and CEO||Kazuo Hirai,
Representative Corporate Executive Officer
|Type of Business||Manufacture and sale of precision instruments and machinery||Manufacture and sale of electronic products and components|
|Stated Capital||JPY 48,332 million (as of March 31, 2012)||JPY 630,923 million (as of March 31, 2012)|
|Date of Incorporation||October 12, 1919||May 7, 1946|
|Major Shareholders and Shareholding Ratio (as of March 31, 2012)||Nippon Life Insurance Company||4.89%||Japan Trustee Services Bank, Ltd. (Trust Account)||7.01%|
|The Bank of Tokyo-Mitsubishi UFJ, Ltd.||4.89%||Moxley and Company LLC (Standing Proxy: The Bank of Tokyo-Mitsubishi UFJ, Ltd.)||6.66%|
|The Master Trust Bank of Japan, Ltd.
|3.71%||The Master Trust Bank of Japan, Ltd.
|Japan Trustee Services Bank, Ltd. (Sumitomo Mitsui Banking Corporation retirement benefit trust account re-entrusted by The Sumitomo Trust and Banking Co., Ltd.)||3.31%||SSBT OD05 Omnibus Account - Treaty Clients (Standing Proxy: The Hongkong and Shanghai Banking Corporation Limited)||2.39%|
|Japan Trustee Services Bank, Ltd. (Trust Account)||3.11%||Japan Trustee Services Bank, Ltd. (Trust Account 9)||2.08%|
|Sumitomo Mitsui Banking Corporation||3.07%||State Street Bank and Trust Company (Standing Proxy: The Hongkong and Shanghai Banking Corporation Limited)||1.21%|
|MORGAN STANLEY PRIVATE BANK, NATIONAL ASSOCIATION PB CLIENT CUSTODY(Standing Proxy: The Hongkong and Shanghai Banking Corporation Limited, Tokyo Branch)||2.55%||Japan Trustee Services Bank, Ltd. (Trust Account 1)||0.97%|
|Terumo Corporation||2.05%||State Street Bank and Trust Company 505225 (Standing Proxy: Mizuho Corporate Bank)||0.97%|
|State Street Bank and Trust Company 505223 (Standing Proxy: Mizuho Corporate Bank, Custody & Proxy Dept.)||1.83%||Japan Trustee Services Bank, Ltd. (Trust Account 6)||0.93%|
|The Hachijuni Bank, Ltd.||1.52%||Mellon Bank, N.A. as Agent for its Client Mellon Omnibus US Pension(Standing Proxy: Mizuho Corporate Bank)||0.87%|
|Fiscal Year ending March 31||2010||2011||2012||2010||2011||2012|
|Consolidated Net Assets||163,131||115,579||48,028||3,285,555
|Consolidated Total Assets||1,104,528||1,019,160||966,526||12,862,624||12,911,122||13,295,667|
|Consolidated Net Assets per share||576.63||421.37||167.76||2,955.47||2,538.89||2,021.66|
|Consolidated Net Sales||883,086||847,105||848,548||7,213,998||7,181,273||6,493,212|
|Consolidated Operating Income (Loss)||61,160||38,379||35,518||31,772||199,821||(67,275)|
|Consolidated Ordinary Income (Loss)||46,075||23,215||17,865||26,912
|Consolidated Net Income (Loss)||52,527||3,866||(48,985)|| (40,802)
|Consolidated Net Income (Loss) per share||194.90||14.39||(183.54)|| (40.66)
|Dividends per share||30.00||30.00||-||25.00||25.00||25.00|
|Relationship between the two companies||Shareholding||Sony holds 100,000 common shares of Olympus (equivalent to 0.04% of outstanding shares with voting rights in Olympus). There is no shareholder relationship between affiliates of Olympus and Sony required to be referred to herein.|
|Personnel||There is no personnel relationship between Olympus and Sony required to be referred to herein. There is no personnel relationship between affiliates of Olympus and Sony required to be referred to herein.|
|Transaction||Olympus purchases several products, such as image sensors, monitors and recorders for its products from Sony.|
|Applicability as a related party||Sony is not deemed to be a related party of Olympus. Olympus is not deemed to be a related party of Sony.|
|(1)||Board meetings held by respective companies||September 28, 2012 (today)|
|(2)||Execution of the business and capital alliance agreements between the two companies||September 28, 2012 (today)|
|(3)||New shares to be issued to Sony by Olympus||The first third-party allotment: October 23, 2012 (scheduled)
The second third-party allotment: between October 23, 2012, and February 28, 2013. (scheduled)
|(4)||Establishment of medical business venture||During December 2012 (scheduled)|
The two companies expect the impact of the business and capital alliances on their respective business performance to extend over a mid- to long-term period. The medical business venture is expected to become a consolidated subsidiary of Sony. The two companies are currently evaluating the impact of the business and capital alliances on their consolidated financial results and financial position for the fiscal year ending March 31, 2013.