|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
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
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
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,
3) Realize fair and open management under a structure of new corporate
Overviews and strategies of the new integrated holding company, business
companies, and companies serving common functions are given below.
i) Overview of the New Integrated Holdings Company
Company Name: KONICA MINOLTA HOLDINGS, INC.
Location of Headquarters: Tokyo, Japan
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
(*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
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.
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.
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
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
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
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
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.
6. Outline of companies concerned of the stock swap
As of September 30, 2002 As of September 30, 2002
(1) Name of the company Konica Corporation Minolta Co., Ltd.
(2) Business lines Manufacture and sales of photographic films and
papers, film development processing units, photographic chemicals,
copiers, cameras, optical supplies, etc. Manufacture and sales of
copiers, printers, cameras, optical units, radiometric instruments,
(3) Establishment April 1873 November 1928
(4)(Location of) Head Office 26-2, 1-chome, Nishi-shinjuku, Shinjuku-ku,
Tokyo 3-13, 2-chome, Azuchi-machi, Chuo-ku, Osaka
(5) Representative Fumio Iwai, President Yoshikatsu Ota, President
(6) Capital 37,519 million yen 25,832 million yen
(7) Common stocks issued 357,655,368 shares 280,207,681 shares
(8) Shareholder's equity 165,983 million yen 76,841 million yen
(9) Total assets 371,167 million yen 293,311 million yen
(10) Fiscal Year End March 31 March 31
(11) Number of employees 4,206 3,452
(12) Major shareholders and ratio of their shares
∑ Japan Trusty Service & Banking Corporation 8.97%
∑ The UFJ Bank, Ltd. 4.97%
∑ The Bank of Tokyo-Mitsubishi, Ltd. 4.76%
∑ Japan Master Trust & Banking Corporation 2.93%
∑ Japan Master Trust & Banking Corporation 5.81%
∑ Daido Life Insurance Co., Ltd. 5.20%
∑ Sumitomo Mitsui Banking Corporation 4.94%
∑ The Asahi Bank, Ltd. 4.92%
∑ Japan Trusty Service & Banking Corporation 3.96%
7. Business results of the last 3 fiscal terms (non-consolidated)
Fiscal Year Ended March 31, 2000 March 31, 2001 March 31, 2002
Net Sales (millions of yen) 340,472 345,284 339,003
Operating income(millions of yen) 14,562 17,817 16,327
Recurring profit(millions of yen) 10,249 17,175 18,702
Net income (millions of yen) 4,710 3,653 (29,928)
Net income per share (yen) 13.17 10.21 (83.69)
Shareholders' dividend per share (yen) 10 10 10
Shareholders' equity per share (yen) 547.54 550.61 456.18
Minolta Co., Ltd.
Fiscal Year Ended March 31, 2000 March 31, 2001 March 31, 2002
Net Sales (millions of yen) 280,841 278,955 272,105
Operating income(millions of yen) 11,319 8,352 3,088
Recurring profit(millions of yen) 7,037 8,223 (1,531)
Net income (millions of yen) 2,881 2,476 (33,596)
Net income per share (yen) 10.28 8.84 (119.90)
Shareholders' dividend per share (yen) 6 6 -
Shareholders' equity per share (yen) 356.34 359.00 265.22
8. Status Following the Stock Swap
Notification of the effects of the stock swap on business results and of
future stock reviews will be made as these matters are decided.
Appendix-1 Group Organization
<1st Step: April, 2003>
Konica Corporation establishes separate companies and becomes a holding
<2nd Step: August, 2003>
Based on a sprit of equality, Konica becomes a complete parent company
of Minolta that turns into a wholly owned subsidiary via stock swaps. A
new integrated holding company is "Konica Minolta Holdings, Inc.".
<3rd Step: October, 2003>
The companies will be reorganized to form a new corporate group. (The
names of group companies are tentative and subject to change.)
Appendex-2) New Integrated Holding Company's Mid-Term Target
The new integrated holding company after stock swap, gives high priority
to protect "shareholders' interest", and maximize global competitiveness
to strengthen the profitability and efficiency by synergy effect of
business rationalization. We target JPY 1300 billion in sales and JPY
150 billion in operating profit.
(in billions of JPY)
FY2002 (Plan) FY2005 (Target)
Net sales(A)+(B) 1,097.6 1,300.0
Konica (A) 570.0
Minolta (B) 527.6
Operating income (A)+(B) 62.9 150.0(11.5%)
Konica (A) 38.0
Minolta (B) 24.9
(in billions of JPY)
FY2002 (Plan) FY2005
Products Net sales 208.0 389.3 597.3 700.0
Operating income 19.5 25.3 44.8 90.0
Consumer Imaging Products Net sales 183.0 93.1 276.1 337.0
Operating income 5.0 0.7 5.7 20.5
Optical Products Net sales 48.0 9.7 57.7 100.0
Operating income 14.0 (0.7) 13.3 22.0
Others(MG, Others) Net sales 131.0 35.5 166.5 163.0
Operating income 8.6 1.6 10.2 17.5
Elimination/Others (9.1) (2.0) (11.1) 0
Total Net sales 570.0 527.6 1,097.6 1,300.0
Operating income 38.0 24.9 62.9 150.0