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Konica, Minolta Plan To Join In Merger
Integration of Management between Konica Corporation and Minolta Co., Ltd.
TOKYO, OSAKA (January 7, 2003)
Konica Corporation (Fumio Iwai, president, TSE4902) and Minolta Co., Ltd. (Yoshikatsu Ota, president, TSE7753) herein sign "the letter of intent for the management Integration ", as resolved this day by the Board of Directors of both companies for the basic agreement of an integration of the management of both companies based on stock swaps through sprit of equality.
The new corporate group created as a result of this integration of management takes "The Creation of New Value" as its managerial philosophy, the concepts of being an "Innovative Corporation That Continues to Create Impressions in the Field of Imaging" and "A Global Market Leader That Offers Advanced Technology and Reliability" as its managerial visions, and "The essentials of imaging" as its corporate slogan.
The greatest goals of this integration of management are to create a corporate structure that targets the top position in the industry by greatly strengthening competitive capabilities in our image information products (0ffice equipment) business, the largest business sector, and to further solidify our number one market position in the field of optical products by combining the strong optical technologies of both companies, and to achieve a one-trillion yen level of sales through the integration of the management of both companies.
1. Goals of the Integration of Management
In the field of image information products (office equipment), the rapid advancements being made in digitization and networked environment are resulting in drastic changes to market needs as well as to the speed of the development of technologies and products, including those related to both hardware and software. Global competition in all fields is growing increasingly severe. In order to survive in today's market, it is vital to aggressively pursue well-timed, strategic business collaborations that result in new levels of strength for a corporation.
Konica Corporation positions the field of imaging as its primary business domain, possesses an extensive range of technologies in the field of imaging, and is working to expand and develop business in this area.
Minolta Co., Ltd. also takes the field of imaging as its primary business domain, and is promoting the development of business areas focusing on image information products (office equipment) business, color output devices in particular.
This integration of management will achieve a comprehensive integration of the strengths of both companies. This integration aims to strengthen the position of both companies to survive in this era of major global competition by strengthening the business competitiveness and profitability, to further increase corporate value, and to ensure a strong position in the industry.
2. Background of the Integration of Management
Through the business partnership formed between both companies in April 2000 for the field of image information products (office equipment), the companies have been strengthening their product lineups through collaborative research and development, and have been achieving a powerful synergy through efforts such as an increase in profits in the area of toners and other consumables. This collaboration has also served to greatly strengthen the mutual trust and reliability between the companies.
Through these efforts, the companies are working to strengthen their business competitiveness, to expand business, and increase profits. With the goal of expanding corporate value, the companies have determined that the best course of action will be to integrate their management.
With a foundation of strong mutual trust, the top managements of both companies have reached a strong determination to work toward this integration in order to survive today's global competition, and after careful studies of this integration by both companies, management has decided to sign "the letter of intent for the management integration".
3. The New Corporate Group
This integration of management is based on a spirit of equality between the two companies. In August 2003, Konica which is to become a holding company in April 2003 will become the succeeding company, and through stock swaps with Minolta, an integrated holding company will be newly formed.
In October 2003, the operations of both companies will be integrated through business restructuring, forming a new corporate group. (Please refer to the appendix-1)
The planned new corporate group will consist of the new integrated holding company, six business companies, and two common function companies.
Financial goals for this integration are for sales of 1.3 trillion yen and an operating profit of 150 billion yen for fiscal year 2005 (including 50 billion yen resulting from the effects of the integration).
The operating policies for the new group are as follows.
1) By uniting the business strengths of both companies, work toward the expansion of the business of the new group as a whole, the improvement of competitiveness, and the increase of profitability.
2) Work to maximize the corporate value of the group through business portfolio management that encompasses image information products (office equipment), optical products, cameras, consumer imaging products, medical and graphic imaging products, imaging and measuring instruments, etc.
3) Realize fair and open management under a structure of new corporate governance.
Overviews and strategies of the new integrated holding company, business companies, and companies serving common functions are given below.
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i) Overview of the New Integrated Holdings Company
Company Name: KONICA MINOLTA HOLDINGS, INC.
Location of Headquarters: Tokyo, Japan
Management:
Fumio Iwai, Director, President and Representative Executive Officer (Currently, President and CEO of Konica Corporation)
Yoshikatsu Ota, Director, Vice President and Representative Executive Officer (Currently, President and Representative Director of Minolta Co.,Ltd.)
(*Plans are for Yoshikatsu Ota*, Director, Vice President and Representative Executive Officer to also serve as the President and Representative Director of the image information product company, which will be the largest business company for the group.)
The Board of Directors will consist of an equal number of directors from Konica and Minolta as well as directors from outside the companies.
Fiscal Year End: March 31 of each year.
Notification of capital and the number of shares to be issued will be made as soon as these matters have been decided.
ii) Forming the New Integrated Holding Company
Formation of the new integrated holding company will be based on a spirit of equality between the two companies through the stock swap. As a result, Konica becomes a holding company serving fully as the parent company, and Minolta serves fully as a subsidiary. (Please refer to the appendix-1)
iii) Functions of the New Integrated Holding Company
The goal of the new integrated holding company is to maximize the corporate value through business portfolio management by governing the group companies, and providing key functions for the managerial strategies of the group.
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Image Information Products (Office Equipment)
This is the largest business company of the group. By focusing the strengths of Konica and Minolta, the company improves competitiveness through strategies within the area that will realize the number one position in the market.
The principal area of business is placed in the field of input and output devices in networking for corporate customers focusing on MFPs (multi functional perpherals) and printers. Emphasis is placed on such growing fields as color MFPs and printers, and the high-speed digital copiers. The color output devices and on-demand printing, as well as the polymerized toner business, will be positioned as strategic fields. The research and development and direct sales forces will be reorganized and strengthened with the goal of increasing level of customer satisfaction. The company will also further refine its strength and aggressively pursue the strategic alliance.
Optical Products
This business is positioned as strategic one, with an integration and strengthening of the optical technologies, image processing technologies, and high precision processing technologies in which Konica and Minolta specialize. Profitability and competitiveness will be further strengthened in the fields of optical devices such as optical pickup lenses, and micro camera units for mobile phones, etc., in order to secure the top shares in related markets.
As the new company possesses both the plastic lens technologies of Konica and the glass molded lens technologies of Minolta, both predominant market technologies, the company responds to a wide range of customer needs and expand its business.
The company actively works to expand business in display materials.
Cameras and Consumer Imaging Products
Both companies actively work to provide a full range of products and services that cover a scope extending from input to output in consumer imaging, such as digital cameras and color films. Also, based on the concept of "Ubiquitous Imaging", the company works to develop new products that respond to the diversified needs of customers who enjoy imaging (photography), to construct a business model that is linked to the "Ubiquitous Imaging Research Center", which will be described later, and to work for the early integration of both business areas.
Integrated camera business focuses on digital cameras to increase business efficiency and to develop unique and distinctive products that meet the needs of the market. In addition to developing value-added products, the company aims to achieve the number one market position in the high value added segment and to expand the scale of its business.
In consumer imaging business, the company works to develop business that emphasizes superb photo imaging in terms of sharpness, reproducibility, etc. With the goal of achieving sustainable growth, the company strives to further expand sales in emerging markets, where such products as color films show continuous growth. And the company reorganizes the structure of consumer imaging business by promoting digital photography and other new areas of business in matured markets such as Europe, the U.S. and Japan.
Both cameras and consumer imaging products and services serve to propel the brand image of the new corporate group.
Medical and graphic imaging products and measuring instruments place effort into securing stable profits and achieving ongoing development.
Common Function Companies
Technology Center
By integrating the technologies possessed by Konica and Minolta, the company works to achieve advancements in the basic technologies, core technologies, advanced technologies, and production engineering technologies of the company. In addition to fostering new business, the company also works in line with intellectual properties strategies to promote technological development that targets future applications.
The company plans to establish a new "Optical and mechanical development group", "Materials and processing development group" and "Software and Electronics development group" that will handle the administration of the advanced technologies and basic technologies required for the expansion of the group.
The company plans to establish a new "Ubiquitous Imaging Research Center". For consumer imaging business and camera business, this research center is aimed to create new concepts and business models in this "ubiquitous" era.
Common Service Company
This company provides services such as the design of production facilities, logistics, environmental conservation, and information processing. The company also strives to offer a high value-added service with specialized functions.
The Brand Name
The corporate name used by the new integrated holding company, all business companies and common-function companies begin with "Konica Minolta".
Product brand name is the "Konica Minolta", except for films using the "Konica" and cameras using the "Minolta", respectively.
A new trademark and corporate logo is to be introduced.
The change to the new corporate name will be adopted in August 2003 for the holding company. For the business companies and common-function companies, the new corporate name, product brand and symbol mark will be adopted in October 2003, and will be implemented at the time of the corresponding business restructuring.
4. The Effects of the Management Integration
(1) Image information products (Office equipment) business, which is the largest business sector, greatly increases competitiveness through the integration of specialized areas -- color products, high-speed products, and polymerized toner. By improving market presence, in addition to a great increase in the impact the group has on the market, a vast increase in sales is also anticipated.
(2) Optical products business further solidifies the number one position by combining the specialized technologies of Konica and Minolta. A great expansion of micro-camera unit is expected, and the company assumes to achieve the top share in this area.
(3) In camera business and consumer imaging business, the companies expect to achieve increases in profitability and sales through a complete lineup of cameras and photosensitive materials and through enhanced sales forces.
(4) For all of the fields that will be integrated, efficiency will be increased through the reformation of the business structures of each company, the reorganization of corporate structures. Increased purchasing power enables reduction of material costs, and stronger sales force increases sales and profits. Through the effects of the integration, the group expects to achieve annual effects in profit of 50 billion yen.
5. Stock Swap
(1) Schedule (Tentative)
January 16, 2003: Agreement on the stock swap ratio
Mid-May, 2003: Board of Directors meetings to approve the stock swap contract, and the signing of the contract.
End of June, 2003: General shareholders meetings to approve the stock swap contract for the formation of the new integrated holding company.
Beginning of August, 2003: Stock swap for the formation of the new integrated holding company.
(2) Stock Swap Ratio
The stock swap ratio will be determined by agreement between Konica and Minolta based on the evaluation by a third-party.
(3) Items Related to Stock Market Listing after the Integration of Management
After stock swaps, Konica, as the parent company, maintains its listing on the stock markets and Minolta, as a subsidiary, will cease stock market listing by August 2003.
© Copyright 2000, Konica Business Technologies Inc.