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[OM] Divesture of Olympus Imaging business to Japan Industrial Partners

Subject: [OM] Divesture of Olympus Imaging business to Japan Industrial Partners Inc.
From: "Piers Hemy" <piers@xxxxxxxx>
Date: Wed, 24 Jun 2020 12:38:18 +0100
https://www.olympus-europa.com/company/en/news/press-releases/2020-06-24t08-
30-00/divesture-of-olympus-imaging-business-to-japan-industrial-partners-inc
..html

 

Today, Olympus has made a disclosure on the signing of a memorandum of
understanding regarding the transfer of its Imaging business to Japan
Industrial Partners Inc. (JIP).

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 the products.

Please find the complete press information as well as contact details by
following  <https://www.olympus-global.com/news/2020/nr01695.html> this link
to the Olympus Corporation Website.

 

To save you clicking the link, the germane part of the PDF reads:

 

Signing of Memorandum of Understanding for Divestiture of Imaging Business 

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 legally-binding 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. 


(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. 

 


 

Speculate away!

 

Piers

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