FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of May 2008
Commission File Number 2 - 68279
RICOH COMPANY, LTD.
-----------------------------------------------
(Translation of Registrant's name into English)
13-1, Ginza 8-Chome, Chuo-ku, Tokyo 104-8222, Japan
---------------------------------------------------
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.)
Form 20-F X Form 40-F __
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): __ )
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): __ )
(Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act
of 1934.)
Yes __ No X
(If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-__ )
--------------------------------------------------------------------------------
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Ricoh Company, Ltd.
------------------------------
(Registrant)
By: /S/ Zenji Miura
------------------------------
Zenji Miura
Director, Chief Financial Officer
Corporate Executive Vice President
May 15, 2008
--------------------------------------------------------------------------------
MAY 15, 2008
Company: RICOH COMPANY, LTD.
Representative: Shiro Kondo
Representative Director,
President and CEO
Contact: Seigou Kutsuwada,
General Manager of
PR Department
+81-3-6278-5228
Company: RICOH ELEMEX CORP.
Representative: Makoto Hashimoto
Representative Director,
President and CEO
Contact: Genma Ken-ichi,
Director, Executive Director
and General Manager of Business
Administration Department
+81-52-734-0260
RICOH COMPANY, LTD. TO MAKE RICOH ELEMEX CORP. A WHOLLY OWNED
SUBSIDIARY THROUGH A SHARE EXCHANGE
RICOH COMPANY, LTD. (TSE: 7752, "Ricoh") and RICOH ELEMEX CORPORATION (TSE:
7765, "Elemex"), in accordance with the decisions today by their respective
boards of directors, announced that they have signed a Share Exchange Agreement
(hereafter the "Share Exchange Agreement") through which Elemex will become a
wholly owned subsidiary of Ricoh by means of an exchange of shares (hereafter
the "Share Exchange"). This agreement is outlined below.
Subject to approval at Elemex's annual shareholders' meeting on June 26, 2008,
the Share Exchange is scheduled to take effect on August 1, 2008. In accordance
with Article 796, Section 3 of the Company Law, Ricoh does not plan to seek
approval for the Share Exchange at its annual shareholders' meeting.
As a result of the Share Exchange, Ricoh will become the wholly owning parent
company of Elemex on August 1, 2008 and, as a wholly owned subsidiary, Elemex is
scheduled to be de-listed on July 28, 2008, with July 25, 2008 as the final
trading day for its stock.
1. OBJECTIVE FOR MAKING ELEMEX A WHOLLY OWNED SUBSIDIARY THROUGH THE SHARE
EXCHANGE
(1) The Objective for the Share Exchange
Ricoh Group announced a group vision "To be a leader in the 21st Century"
(Build a strong global RICOH brand), and aims to develop rock-solid customer
relationships by continually creating innovative solutions, based on RICOH
values (*) and thus become an enterprise that continues growth and development.
To achieve this vision, we believe that development of "the world class products
and services" is essential; thereby we are sharpening our technological
1/10
strengths aiming at "the world No.1 manufacturing".
As one of the core entities of Ricoh Group, Elemex has been making full
efforts to meet our shareholders' expectation as a public company while
aggressively implementing the group strategies in their management. However, the
competition is even intensifying in the office solution market, which is the
core business of Ricoh Group, along with the development of color machines and
the expansion of solution business itself.
Ricoh Group aims to expand its business spheres by "Active investment to
Production printing & Low-end Printer Business Area " and "High efficiency
management".
For further growth and development in such environment, Ricoh and Elemex
have reached the conclusion that it is necessary to reinforce our
competitiveness by reviewing the functions of development, design and
manufacturing of both companies under the integrated strategy. In this regard,
the both companies entered into the Share Exchange Agreement to turn Elemex into
a wholly-owned subsidiary of Ricoh.
Elemex is expected to take an important role in strengthening and expanding
solution business including the image equipment, while continuing the effort to
develop its own business in precision component processing, etc. as a wholly
owned subsidiary of Ricoh.
(*)Ricoh values: Ricoh Group announced Ricoh's three unique "Outstanding
Customer values" of "Harmonize with the environment", "Simplify your life &
work", and "Support knowledge management".
(2) De-listing schedule and reason
As a result of the Share Exchange, Ricoh will become the wholly owning
parent company of Elemex on August 1, 2008, and, as a wholly owned subsidiary,
Elemex is scheduled to be de-listed on July 28, 2008, with July 25, 2008 as the
final trading day for its stock. The shares of Elemex will not be traded on
Tokyo Stock Exchange and Nagoya Stock Exchange after the de-listing.
(3) Reasons for seeking de-listing and alternative measures examined
Ricoh intends to create additional corporate value to both Ricoh and Elemex
through the Share Exchange. As a result of Ricoh becoming the sole shareholder
of Elemex upon the Share Exchange, Elemex's common stock is scheduled to be
de-listed pursuant to the Share Delisting Rules, although the Share Exchange is
not directly intended to de-list Elemex's common stock. Since the shares of
Ricoh's common stock which are to be allotted and delivered in exchange upon the
Share Exchange are listed on the Tokyo Stock Exchange, Osaka Stock Exchange,
Nagoya Stock Exchange, Sapporo Stock Exchange and Fukuoka Stock Exchange, they
may be traded on each Stock Exchange even after the Share Exchange. Since the
Share Exchange intends to add corporate value of both companies, we believe the
Share Exchange meets expectation of shareholders including shareholders of
Elemex, scheduled to be allocated shares of Ricoh's common stock.
Any shareholder who will own any shares less than one unit (i.e., 1,000
shares) of Ricoh as a
2/10
result of the Share Exchange will not be able to sell the shares of RICOH on any
stock exchange. However, such shareholder is eligible to purchase additional
shares to total 1,000 shares or request Ricoh to purchase his/her fractional
shares. In addition, when there are fractional shares from the Share Exchange,
Ricoh plans to pay for the value equivalent to the respective fractional shares
in accordance with Article 234 of the Company Law.
(4) Measures to secure the fairness of the ratio of the Share Exchange
In examining the ratio of the Share Exchange, in light of the fact that
Ricoh owns 56.74% of the total voting shares (including indirectly-held portion)
of Elemex, we agreed when we determined to implement the Share Exchange that
each of us would obtain an evaluation from a third party independent from us, in
order to secure the fairness and appropriateness of such ratio. We referred to
the results of such evaluation in examining the ratio of the Share Exchange and
had mutual negotiations and discussions before we determined the Share Exchange
on such ratio.
(5) Measures to prevent conflict of interest
To prevent conflict of interest, the director of Ricoh who is also director
of Elemex was excluded from the deliberation and resolutions for the Share
Exchange at the meetings of the board of directors of each company.
2. SHARE EXCHANGE TERMS AND CONDITIONS
(1) Schedule
March 31, 2008 (Elemex) Record date for shareholders meeting
May 15, 2008 (Both companies) Resolutions of board of directors for the
Share Exchange
May 15, 2008 (Both companies) Execution of the Share Exchange agreement
(The following are expected dates.)
June 26, 2008 (Elemex) Resolutions of annual shareholders' meeting
for the Share Exchange*1
July 28, 2008 (Elemex) Date of de-listing
August 1, 2008 Effective date of the Share Exchange*2
Late September, 2008 Delivery of certificate
Notes:
*1 Ricoh will not seek approval at a Shareholders Meeting in accordance with
procedures of the "Share Exchange by Simplified Procedures" under Article
796, Paragraph 3 of the Company Law.
*2 The effective date of the Share Exchange above is subject to changes.
3/10
(2) Terms of share allocation
Ricoh Elemex
(wholly owning parent (wholly owned
Company company) subsidiary)
Share exchange ratio 1.000 0.500
Notes:
1) Share allocation ratio
There will be an allocation of 0.500 shares of Ricoh's common stock
per share of Elemex's common stock. However, there will be no allocation of
12,545,826 shares (as of May 15, 2008) of Elemex's common stock owned by
Ricoh.
2) Number of Ricoh shares to be allocated for the Share Exchange
Ricoh will allocate its treasury stock of 6,099,096 shares for shares
to be exchanged and therefore will not issue any new shares.
Elemex decided to redeem treasury stock of 2,269,119 shares by the day
before the effective date of the Share Exchange if the Share Exchange
Agreement is approved at the shareholders meeting. In this case, number of
Ricoh's shares for allocation will be reduced accordingly.
(3) The Basis of Calculation, etc. of the ratio of the Share Exchange
(i) Basis and Process of Calculation
Ricoh appointed Nomura Securities Co., Ltd (hereafter "Nomura
Securities") and Elemex appointed Nikko Cordial Securities Inc. (hereafter
"Nikko Cordial Securities") as their respective third party appraisers for
the purpose of evaluation of the ratio of the Share Exchange with a view to
ensuring the fairness of the ratio of the Share Exchange.
Nomura Securities provided to Ricoh an analysis of the ratio of the
Share Exchange based on the Average Stock Price Analysis, the Comparable
Companies Analysis and the Discounted Cash Flow Analysis (hereafter the
"DCF Analysis") applied to both Ricoh and Elemex. As a result, the ratio of
the value per share of Elemex's common stock to that of Ricoh's common
stock when the latter is set at one was indicated as follows.
Range of the ratio of the Share Exchange
Average Stock Price Analysis 0.404 to 0.412
Comparable 0.586 to 0.734
Companies Analysis
DCF Analysis 0.466 to 0.659
The evaluation derived from the Average Stock Price Analysis was calculated
based on (a) the closing price per share on May 13, 2008 and (b) the average
closing price per
4/10
share for the period from April 28, 2008 (the next business day of the Elemex's
announcement of the financial results for the fiscal year ended March 31, 2008)
to May 13, 2008.
(Note) In evaluating the ratio of the Share Exchange, Nomura Securities
assumed that the financial projections of both companies provided by Ricoh
were duly prepared through use of the best possible predictions and
judgments available at this moment by the management of both companies.
Nomura Securities accept no responsibility for the accuracy, adequacy,
feasibility, etc. of any such projections. Furthermore, Nomura Securities
assume that all other data and information provided by Ricoh, along with
publicly available information, and used in connection with its analyses
were accurate and complete and Nomura Securities has not undertaken any
independent investigation or verification of their accuracy or
completeness. Nomura Securities has not itself undertaken any independent
evaluation, appraisal or assessment nor has it entrusted any such appraisal
or assessment to any third party, including analysis and evaluation of each
specific asset and liability, with respect to the assets or liabilities
(including contingent liabilities) of both companies. Nomura Securities
based its evaluation of the ratio of the Share Exchange on information
available at the evaluation base date, including certain data relating to
economic, market and other conditions, along with its own internal
assumptions. Nomura Securities also assumed that the content of such
information was appropriate, accurate and complete. Hence, the evaluation
result provided by Nomura Securities is subject to change should
circumstances differ from those that existed at the evaluation base date or
should any related developments occur. Such factors notwithstanding, Nomura
Securities bears no legal obligation to revise or alter its valuation, or
otherwise to provide any supplementary information.
The evaluation made by Nomura Securities has been prepared and presented
solely for Ricoh based on Ricoh's request to assist it in studying the
ratio of the Share Exchange and should not be considered an external
representation of the opinion of Nomura Securities concerning the fairness
of the ratio of the Share Exchange as stated in 2. (2) above.
Nikko Cordial Securities provided to Elemex an analysis of the ratio of the
Share Exchange based on the Market Stock Price Analysis, the Comparable
Companies Analysis and the DCF Analysis applied to both Ricoh and Elemex. As a
result, the ratio of the value per share of Elemex's common stock to that of
Ricoh's common stock when the latter is set at one was indicated as follows.
5/10
Range of the ratio of the Share Exchange
Market Stock Price Analysis 0.409 to 0.433
Comparable Companies 0.373 to 0.848
Analysis
DCF Analysis 0.481 to 0.744
The evaluation derived from the Average Stock Price Analysis was calculated
based on (a) the average closing price per share for the period from April 28,
2008 (the next business day of the Elemex's announcement of the financial
results for the fiscal year ended March 31, 2008) to May 9, 2008 and (b) the
average closing price per share for the period from April 10, 2008 to May 9,
2008 as for Elemex, and using (c) the average closing price per share for the
period from April 25, 2008 (the next business day of the Ricoh's announcement of
the financial results for the fiscal year ended March 31, 2008) to May 9, 2008
and (d) the average closing price per share for the period from April 10, 2008
to May 9, 2008 as for Ricoh.
(Note) In evaluating the ratio of the Share Exchange, Nikko Cordial
Securities assumed that the financial projections of both companies
provided by Elemex were duly prepared through use of the best possible
predictions and judgments available at this moment by the management of
both companies. Nikko Cordial Securities accept no responsibility for the
accuracy, adequacy, feasibility, etc. of any such projections. Furthermore,
Nikko Cordial Securities assume that all other data and information
provided by Elemex, along with publicly available information, and used in
connection with its analyses were accurate and complete and Nikko Cordial
Securities has not undertaken any independent investigation or verification
of their accuracy or completeness. Nikko Cordial Securities has not itself
undertaken any independent evaluation, appraisal or assessment nor has it
entrusted any such appraisal or assessment to any third party, including
analysis and evaluation of each specific asset and liability, with respect
to the assets or liabilities (including contingent liabilities) of both
companies. Nikko Cordial Securities based its evaluation of the ratio of
the Share Exchange on information available at the evaluation base date,
including certain data relating to economic, market and other conditions,
along with its own internal assumptions. Nikko Cordial Securities also
assumed that the content of such information was appropriate, accurate and
complete. Hence, the evaluation result provided by Nikko Cordial Securities
is subject to change should circumstances differ from those that existed at
the evaluation base date or should any related developments occur. Such
factors notwithstanding, Nikko Cordial Securities bears no legal obligation
to revise or alter its valuation, or otherwise to provide any supplementary
information.
The evaluation made by Nikko Cordial Securities has been prepared and
presented solely
6/10
for Elemex based on Elemex's request to assist it in studying the
ratio of the Share Exchange and should not be considered an external
representation of the opinion of Nikko Cordial Securities concerning
the fairness of the ratio of the Share Exchange as stated in 2. (2)
above.
With reference to the results of the ratio of the Share Exchange
evaluations provided by the independent third party appraisers, and taking
into full consideration factors such as the financial conditions and
financial projections of both companies, the business environment of both
companies, price trends in the stock market and the level of the premiums
paid in precedent similar transactions, Ricoh and Elemex entered into
extensive consultations and negotiations. As a result of the foregoing,
both companies concluded that the ratio of the Share Exchange as stated in
2. (2) above represents fair ratio and is beneficial to the interests of
the shareholders of both companies. On this basis, the boards of directors
of both companies approved resolutions at meetings held on May 15, 2008 and
signed the Share Exchange Agreement on the same day. Ricoh decided the
ratio of the Share Exchange as stated in 2. (2) above within the range of
DCF analysis presented by Securities, while Elemex decided within the
ranges of DCF Analysis and Comparable Companies Analysis presented by Nikko
Cordial Securities.
However such ratio of the Share Exchange may be changed upon
consultations between both companies in the event that significant changes
occur in the conditions based on which the evaluation of the ratio of the
Share Exchange was made.
(ii) Relationships with Firms Used to Perform the Calculations
Neither Nomura nor Nikko is considered a related party to Ricoh
or Elemex.
(4) Treatment of Share Warrants and Bonds with Warrant Attached Issued by
Wholly Owned Subsidiary Involved in Share Exchange
This issue is not applicable because Elemex has not issued any
share warrants or bonds with warrant attached.
3. OUTLINE OF EACH COMPANY (AS OF MARCH 31, 2008)
(1) Company name RICOH COMPANY, LTD. RICOH ELEMEX CORP.
(wholly owning parent company) (wholly owned subsidiary)
7/10
(2) Business Manufacture, sales, research and Manufacture of photocopiers,
description development, and services of office peripheral equipment,
automation equipment, scanners and air purifiers
photographic equipment,
electronic devices and other.
(3) Date established February 6, 1936 April 23,1938
(4) Head Office 1-3-6, Naka-magome, Ota-ku, 2-14-29, Uchiyama, Chikusa-ku, Nagoya,
Tokyo, Japan Aichi, Japan
(5) Representative Shiro Kondo Makoto Hashimoto
President and CEO President and CEO
(6) Capital stock 135,364 million yen 3,456 million yen
(7) Shares issued 744,912,078 shares 24,744,017 shares
(8) Shareholders' 1,080,196 million yen 24,409 million yen
equity*1 (consolidated) (consolidated)
(9) Total assets 2,214,368 million yen 47,832 million yen
(consolidated) (consolidated)
(10) End of fiscal March 31 March 31
year
(11) Number of 83,456 3,449
employees (consolidated) (consolidated)
(12) Major Operating companies, and public offices Ricoh Company, ltd., operating
business partners companies, and public offices
(13) Major The Master Trust Bank of Japan, Ltd Ricoh Company, ltd.,
shareholders and 9.71% 50.70%
shareholding Japan Trustee Services Bank, Ltd. The Master Trust Bank of Japan,
ratios 5.52% Ltd. 3.40%
The Bank of Tokyo-Mitsubishi UFJ, Goldman Sachs International
Ltd. 4.86% 3.36%
Nippon Life Insurance Company Nippon Life Insurance Company
4.82% 2.38%
Nipponkoa Insurance Co., Ltd. Ricoh Elemex Business Partners Ownership
2.44% 2.19%
(14) Major banks The Bank of Tokyo-Mitsubishi UFJ, Ltd. The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Mizuho Corporate Bank, Ltd. Mizuho Corporate Bank, Ltd.
(15) Relationship of Capital relationship Ricoh holds 56.74% of the total voting
the Companies shares (including indirectly-held
portion) of Elemex
Personnel relationship Part time director of Elemex
concurrently accidence to the Ricoh as
a director.
8/10
Business relationship Ricoh out sources one of the
manufacturing operation to Elemex.,
and in the fiscal year ended March 31,
2008, the ratio of the Elemex's sales
amount for Ricoh group to the Elemex's
consolidated net sales is nearly 66.0%.
Related party relationship Elemex is a consolidated subsidiary of
Ricoh.
Notes:
* 1 Shareholders' Equity of Ricoh is calculated in accordance with
U.S. GAAP.
4. CONSOLIDATED FINANCIAL RESULTS (FOR THE THREE MOST RECENT FISCAL YEARS)
(In million yen)
RICOH COMPANY, LTD. RICOH ELEMEX. CORP.
(wholly owning parent company) (wholly owned subsidiary)
Fiscal year March 31, March 31, March 31, March 31, March 31, March 31,
2006 2007 2008 2006 2007 2008
Net sales *1 1,909,238 2,068,925 2,219,989 66,438 78,233 77,335
Operating profit *1 148,584 174,380 181,506 201 1,694 3,545
Net income before tax 152,766 174,519 174,669 -300 1,088 3,135
*1
Net income 97,057 111,724 106,463 -409 620 2,081
Net income per share 132.33 153.10 146.04 -18.18 27.56 92.56
(yen) Fully Fully Fully
diluted diluted diluted
basis basis basis
132.33 151.89 142.15
Annual dividends per 24.00 28.00 33.00 5.00 5.00 10.00
share (yen) *2
Shareholders' equity 1,316.21 1,467.03 1,498.29 986.37 1,010.16 1,086.05
per share
(yen) *3
Notes:
*1 Net Sales, Operating Income, and Income before Income tax of Ricoh (Results
for year ended March 2006) have been reclassified in accordance with
Statements of Financial Accounting Standards ("SFAS") No. 144, "Accounting
for the Impairment or Disposal of Long-Lived Assets".
*2 Annual dividends per share of both Ricoh and Elemex in the fiscal year of
March 31, 2008 is a forecast which is subject to the approval at the annual
shareholders' meeting scheduled on June 26, 2008.
*3 Shareholders' equity per share of Ricoh is calculated in accordance with
U.S. GAAP.
9/10
5. Information after Share Exchange
(1) Company name RICOH COMPANY, LTD.
(2) Business description Manufacture and sale of car electronics products and home electronics
products, and business incidental and related thereto.
(3) Head Office 1-3-6, Naka-magome Ota-ku, Tokyo, Japan
(4) Representative Shiro Kondo, President and CEO
(5) Capital stock 135,364 million yen
(6) Shareholders' 1,080,196 million yen (consolidated)
Equity*1
(7) Total assets 2,214,368 million yen (consolidated)
(8) End of fiscal year March 31
(9) Outline of In accordance with the provisions of the Statements of Financial Accounting
accounting treatment Standards (SFAS) No. 141 "Business Combinations", the Share Exchange will be
accounted for using the purchase method. The amount of negative goodwill,
which is expected to arise as a result of the Share Exchange, has not been
decided at this time; however, we assume only a minor impact on consolidated
business results of Ricoh.
(10) Expected impact on Since Elemex is already a consolidated subsidiary of Ricoh, we assume there
business results due to is no material effect on both consolidated and non-consolidated Ricoh's
Share Exchange business results of fiscal year ending March 31, 2009.
Note:
*1 Shareholders' Equity of Ricoh is calculated in accordance with U.S. GAAP.
10/10