September 30, 2020
Olympus Agreed on Transfer of Imaging Business with JIP
Tokyo, September 30, 2020 – Olympus Corporation (“Olympus”) today concluded a definitive agreement with Japan Industrial Partners Inc. (“JIP”) regarding the transfer of the Olympus Imaging business. Under the agreement, Olympus will transfer its Imaging business to a newly established wholly-owned subsidiary of Olympus (the "New Imaging Company"), through an absorption-type split. This is to be followed by transferring 95% of the shares of the New Imaging Company on January 1, 2021, to OJ Holdings, Ltd., a special purpose company established by JIP.
Olympus began the manufacture and sale of cameras using the Zuiko lens in 1936 and became one of the world’s leading camera makers. Olympus was among the first companies to make small, lightweight compact cameras with professional quality, such as the award-winning Olympus ‘OM’ and ‘Pen’ series. Driven by the desire to make people's lives more fulfilling around the world, the company applied innovative technology and unique product development to distinguish itself in a highly competitive industry.
In recent years, however, the market has shrunk rapidly due to the evolution of smartphones, leading to a significant downturn for the digital camera market globally. Despite taking various steps to improve its cost structure and efficiency, Olympus’ Imaging business recorded operating losses for three consecutive fiscal years up to March 2020.
Under such circumstances, Olympus concluded that, by carving-out the Imaging business and operating the business under JIP, its business structure would become more compact, efficient, and agile, and it is the most appropriate way to realize self-sustainable and continuous growth. With a loyal following and long history of innovative products, the New Imaging Company would be committed to building on Olympus’ accumulated expertise and to continue providing customers with innovative, high quality cameras under the new business structure.
“I would like to express my heartfelt gratitude to all our customers for their patronage and support of Olympus products, and for their passion devoted to photography. I have the utmost confidence that this transfer is the correct step forward in sustaining the value of our products and services,” said Yasuo Takeuchi, President and CEO of Olympus Corporation.
“At the same time, I am certain that this opportunity is the best choice for our long-time patrons, new customers and photography enthusiasts. Under the new company, the development, manufacturing, sales and service functions will continue tight collaboration to introduce new products that will satisfy customers,” Takeuchi added.
The agreement applies to Olympus’ global Imaging business, which includes all R&D and manufacturing facilities currently dedicated to its Imaging business. The New Imaging Company will continue to provide high-quality, highly reliable products. Built on a solid foundation, including the Zuiko and OM brands, which are grounded in optics and digital imaging technologies cultivated by Olympus over many years, the New Imaging Company will be appropriately positioned to further pursue new developments.
Head of sales and marketing, R&D and designing departments for imaging products will be relocated to the headquarters of the New Imaging Company in Hachioji, Tokyo. Production will continue at the location in Dong Nai province, Vietnam, where imaging products are currently manufactured. The New Imaging Company will continue to provide customer support for the imaging products which have been manufactured and sold by Olympus.
Following the transfer of the Imaging business, Olympus will concentrate on Medical and Scientific Solutions, in our ongoing efforts toward making people's lives healthier, safer and more fulfilling.
Information on the New Imaging Company is as follows.
For the details about the company split and the transfer of shares, please refer our corporate disclosure “Signing of Definitive Agreement for Divestiture of Imaging Business.” (https://www.olympus-global.com/news/ir/2020/)
Olympus Corporation ("Olympus") and Japan Industrial Partners, Inc. ("JIP") hereby announce that, today, the parties signed a memorandum of understanding to carveout Olympus’s Imaging business to a new company (“NewCo”) and subsequently transfer its shares to a fund managed, operated or otherwise handled by JIP (the "Transaction").
After the due diligence and further discussions and negotiations, the parties are aiming to sign a legallybinding definitive agreement for the Transaction (the "Definitive Agreement") by September 30, 2020. We will promptly make further announcement if any matters relating to the Transaction that needs further announcement occur.
1. Background and Purpose of the Transaction
Olympus's Imaging business began with the manufacture and sale of a camera using the photographic lens Zuiko in 1936. Through innovative technology and unique product development capabilities, Olympus has developed and launched various products, aiming to contribute to make people’s lives more fulfilling. Those products include: Olympus Pen, the innovative half-sized camera; Zuiko Pearlcorder, the world's first micro-cassette tape recorder; and Olympus OM-D series, the mirrorless interchangeable lens camera.
Olympus has implemented measures to cope with the extremely severe digital camera market, due to, amongst others, rapid market shrink caused by the evolution of smartphones; Olympus has improved the cost structure by restructuring the manufacturing bases and focusing on high-value-added interchangeable lenses, aiming to rectify the earning structure to those that may continue generating profit even as sales dwindles. Despite all such efforts, Olympus’s Imaging business recorded operating losses for 3 consecutive fiscal years up to the term ended in March 2020.
Under such circumstances, Olympus considers that, by carving-out the Imaging business and by operating the business with JIP, the Imaging business’s corporate structure may become more compact, efficient and agile and it is the most appropriate way to realize its self-sustainable and continuous growth and to bring values to the users of our products as well as our employees working in the Imaging business. Olympus therefore has decided to sign the memorandum of understanding for the Transaction.
JIP has strong track records in supporting strategic carve-outs that realize growth potential and encourage autonomous growth. By adding support from JIP, the NewCo, as the successor of reputable brands such as “OM-D” and “ZUIKO,” will utilize the innovative technology and unique product development capabilities which have been developed within Olympus, and will realize continuous growth of the business by bringing better products and services to the users and customers and by making itself a productive and rewarding work place for its employees.
2. Imaging Business after the Transaction
NewCo will succeed and maintain the research and development functions and manufacturing functions globally as reformed under the contemplated structuring reforms to continue to offer high-quality, highly reliable products; and also continue to provide supports to the imaging solution products that have been distributed by Olympus.
3. Outline of the Transaction
The specifics of the Transaction shall be decided in the Definitive Agreement after careful examination and consultation between the parties. The parties currently consider the outline of the Transaction shall be as follows.
The parties will proceed with the actions and procedures for Transactions in full compliance with applicable laws including consultation obligations and other requirements under local employment laws.
(1) Structure : (i) Olympus’s Imaging business will be transferred to the NewCo by way of company split or otherwise, and then, (ii) shares in the NewCo will be transferred to a new company to be established by JIP.
(2) Signing of Definitive Agreement : Scheduled to be signed by September 30, 2020
(3) Closing : Olympus and JIP strive to close the Transaction by December 31, 2020.
4. Structuring Reform
Prior to the closing of the Transaction, Olympus plans to implement structuring reforms to the Imaging business aiming to change the business structure of Imaging business to be more profitable and sustainable. We are currently investigating costs and other impacts of the structuring reform. If any future event which requires disclosure arises, Olympus will announce it promptly.
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