December 22, 2023
Company Name:

Toshiba Tec Corporation

Representative:

Hironobu Nishikori
Representative Director
President and Chief Executive Officer(Securities Code: 6588, Tokyo Stock Exchange Prime Market)
Contact:

Akira Abe
General Manager of Corporate Communications Division(Tel. +81-3-6830-9151)

Notice of Transfer of Inkjet Head Business to RISO KAGAKU CORPORATION via
Company Split (Simplified Absorption-Type Company Split)
Toshiba Tec Corporation (the “Company”) hereby announces that, at the Board of Directors
meeting held on the date of this release, the Company resolved to conclude an agreement (the“Definitive Agreement”) with RISO KAGAKU CORPORATION (“RISO KAGAKU”) to transfer
the inkjet head businesses (the “Target Business”) of the Company and Tec Precision Co., Ltd.
(“TPI”), a wholly-owned subsidiary of the Company, from the Company and TPI to a subsidiary (the“Succeeding Company”) to be newly established by RISO KAGAKU, through the method of acompany split (a simplified absorption-type company split for the Company) (collectively, the“Absorption-Type Company Split”).

1.

Purpose of the Absorption-Type Company Split
Under the basic policy of the Mid-Term Business Plan (FY2023-FY2025) of “becoming a global
top solutions partner by generating new value through co-creation with the aim of contributing to
the resolution of social issues,” the Toshiba Tec Group (the “Group”) is focusing its efforts on
implementing various measures to achieve sustainable growth while also considering thecomposition of its business portfolio with an eye toward future growth, implementing business
transformation and corporate transformation, and striving to contribute to solving social issues.
The Target Business is a business that demonstrates the advanced manufacturing capabilities of
the Group based on its technology and has been a major contributor to the Group’s growth.
However, while the Company is considering optimizing management resources through theselection and concentration of our businesses to be a global top solutions partner, the Company has
judged that it requires a strong partner to expand the scope of its solutions to accelerate the business
transformation of the Target Business and deliver new value.
RISO KAGAKU possesses advanced technology and development capabilities in the inkjet
printer field. In addition, the Company has set forth a management policy to expand the inkjet
business, and by integrating the Target Business with RISO KAGAKU, it will be possible to1effectively invest resources, and the Company believes significant growth can be expected from theadditional increase in added value.
For the above reasons, in order to transfer the Target Business to RISO KAGAKU, the Company
has decided that the Company and TPI will enter into absorption-type company split agreementswith the Succeeding Company (collectively, the “Absorption-Type Company Split Agreement”),
and thereby conduct the Absorption-Type Company Split to transfer the Target Business to theSucceeding Company.
2.

Summary of the Absorption-Type Company Split(1) Schedule of the Absorption-Type Company Split
Company
Date of resolution of the Board of
Directors concerning the conclusion of

December

22,

TPI
2023

December

22,

2023

(date of this release)(date of this release)

Date of conclusion of the Definitive

December

DecemberAgreement(date of this release)(date of this release)

(TBD)

(TBD)

the Definitive Agreement

22,

2023

22,

2023

Date of resolution of the Board of
Directors concerning the conclusion of
the Absorption-Type Company Split
Agreement
Date of resolution of the General
Meeting of Shareholders concerning the-conclusion of the Absorption-Type(TBD)

Company Split Agreement
Date of conclusion of the AbsorptionType Company Split Agreement
Date of establishment of the Succeeding
Company
Effective date of the Absorption-Type
Company Split

(TBD)

(TBD)

April 1, 2024 (planned)

April 1, 2024 (planned)

July 1, 2024 (planned)

July 1, 2024 (planned)(Note 1) Within the Absorption-Type Company Split, the absorption-type company split that will
be conducted by the Company will be a simplified absorption-type company split
pursuant to Article 784, Paragraph 2 of the Companies Act, and will therefore be
conducted without the Company needing to obtain approval for the absorption-typecompany split agreement at the General Meeting of Shareholders.
(Note 2) The above schedule is the planned schedule as of the date of this release, but it may bechanged in the future upon consultation with RISO KAGAKU.
(2) Method of the Absorption-Type Company Split
The method of the absorption-type company split will be the Company and TPI as thecompanies splitting in the Absorption-Type Company Split, and the Succeeding Company as the2company succeeding in the Absorption-Type Company Split.
(3) Details of allotment pertaining to the Absorption-Type Company Split
The Company and TPI will receive a total amount of JPY 7,120 million in cash from theSucceeding Company as consideration for the rights and obligations to be transferred in theAbsorption-Type Company Split.
The amounts to be received in cash by the Company and TPI, respectively, will be promptly
disclosed after such amounts are determined in the Absorption-Type Company Split Agreement.
(4) Treatment of share acquisition rights and bonds with share acquisition rights in connection with
the Absorption-Type Company Split
The Company has issued share acquisition rights, but there will be no change in the treatment
thereof as a result of the Absorption-Type Company Split. In addition, the Company has notissued any bonds with share acquisition rights.
TPI has not issued any share acquisition rights or bonds with share acquisition rights.
(5) Share capital increase or decrease due to the Absorption-Type Company Split
There will be no increase or decrease in the share capital of the Company or TPI as a result of
the Absorption-Type Company Split.
(6) Rights and obligations to be transferred to the Succeeding Company
Assets, liabilities, agreements and other rights and obligations related to the Target Businesswill be transferred to the Succeeding Company, to the extent set forth in the Absorption-Type
Company Split Agreement.
(7) Expectations concerning the performance of obligations
The Company judges that there will be no problems concerning the certainty of theperformance of obligations that are to be performed by the Succeeding Company on or after theeffective date of the Absorption-Type Company Split.
3.

Basis for the Details of the Allotment Pertaining to the Absorption-Type Company Split(1) Basis and reason for details of the allotment
The parties concerned have agreed to conduct an allotment for the Absorption-Type Company
Split as described above as a result of repeated earnest discussions, comprehensively taking into
consideration factors such as the earnings status and future prospects of the Target Business to be
split from the Company and TPI through the Absorption-Type Company Split.
(2) Matters concerning calculation
The Company and TPI have not obtained a valuation report from a valuation institution for theAbsorption-Type Company Split.

3(3) Expectations for delisting and reasons thereof
Not applicable.
(4) Measures to ensure fairness
Not applicable.
(5) Measures to avoid conflicts of interest
Not applicable.
4.

Overview of the Companies Involved in the Absorption-Type Company Split(1) Overview of the company splitting in the absorption-type company split (i.e., the Company) (asof September 30, 2023)
(1)

Name

Toshiba Tec Corporation(2)

Address

1-11-1, Osaki, Shinagawa-ku, Tokyo

(3)

Title

and

Name

of

Representative

Hironobu Nishikori, Representative Director, President andChief Executive Officer
Development, manufacture, sale, and maintenance services for(4)

Main Business

POS systems, multifunction peripherals, Auto-ID systems,
inkjet heads, and related products, etc.

(5)

Share Capital

JPY 39,970 million(6)

Date of Establishment

February 21, 1950

(7)

Numberof

SharesOutstanding

57,629,140 shares(8)

Fiscal Year-end

March 31

(9)

Number of Employees

18,973(10) Main Banks(11) Major Shareholders andtheir Shareholding Ratios

Sumitomo Mitsui Banking, MUFG Bank, Resona Bank,
Sumitomo Mitsui Trust Bank, The Shizuoka Bank
Toshiba Corporation

50.27%The Master Trust Bank of Japan, Ltd. (Trust

6.98%

account)
Morgan Stanley MUFG Securities Co., Ltd.

5.96%

BNY GCM CLIENT ACCOUNT JPRD AC ISG

2.47%(FE-AC)(Standing proxy: MUFG Bank, Ltd.)
Custody Bank of Japan, Ltd. (Trust account)

2.24%

Digital Garage, Inc.

1.91%

BNYMSANV RE GCLB RE JP RD LMGC

1.48%

(Standing proxy: Citibank, N.A., Tokyo Branch)
Toshiba

Tec

Association
4

Employees

Shareholding

1.41%

The Dai-ichi Life Insurance Company, Limited

1.38%

MSIP CLIENT SECURITIES

1.24%(Standing proxy: Morgan Stanley MUFG
Securities Co., Ltd.)(12) Relationship with the Companies Involved
Capital Relationship

N/A
N/A(Note) On and after the effective date of the Absorption-Type

Personnel

Company Split, the Company plans to second

Relationshipemployees from the Company to the Succeeding
Company.

Business

N/A

Relationship
Statusas

Related

Party

N/A

(13) Financial Position and Operating Results for the Last Three Years (JPY million)
Fiscal Year Ended

Fiscal Year Ended

March 2021

March 2022

Fiscal Year
Ended March2023

Consolidated Net Assets

109,862

117,662102,206

Consolidated Total Assets

289,313

310,256

310,692

JPY 1,867.01

JPY 2,023.35

JPY 1,738.02

405,694445,317

510,767

Consolidated Operating Profit

8,263

11,566

16,078

Consolidated Ordinary Profit

7,193

10,197

13,149

7,126

5,381

(13,745)

JPY 129.55

JPY 97.68

JPY (248.37)

JPY 20JPY 40JPY 40Consolidated Net Assets per
Share
Consolidated Net Sales

Profit (loss) Attributable to
Owners of Parent
Basic Earnings (loss) per ShareDividend per Share(2) Overview of the company splitting in the absorption-type company split (i.e., TPI) (as of
September 30, 2023)
(1)

Name

Tec Precision Co., Ltd.

(2)

Address

6-78 Minami-cho, Mishima-shi, Shizuoka-ken

(3)

Title

and

Name

Representative(4)

Main Business(5)

Share CapitalofTakeshi Goto, Representative Director, President and Chief
Executive Officer
Manufacture of inkjet heads and toner for multifunction
peripherals, etc.
JPY 10 million

5

(6)

Date of Establishment(7)

Numberof

Sharesoutstanding

April 1, 1981
20,000 shares(8)

Fiscal Year-end

March 31

(9)

Number of Employees

114(10) Main BanksThe Shizuoka Bank

(11) Major Shareholders andtheir Shareholding Ratios

Toshiba Tec Corporation: 100%(12) Relationship with the Companies Involved
Capital Relationship

N/A
N/A

Personnel(Note) On and after the effective date of the Absorption-Type

Relationship

Company Split, TPI plans to second employees from
TPI to the Succeeding Company.

Business

N/A

Relationship
Statusas

Related

Party

N/A

(13) Financial Position and Operating Results for the Last Three Years (JPY million)
Fiscal Year Ended

Fiscal Year Ended

Fiscal Year Ended

March 2021

March 2022

March 2023

Net Assets

6

121

113

Total Assets

1,412

1,457

1,244

JPY 308

JPY 6,100

JPY 5,697

3,477

3,941

3,520

Operating Profit

58

135

73

Ordinary Profit

368

136

77

Profit (loss)

96

115

(8)

JPY 4,836

JPY 5,792

JPY (403)

Net Assets per ShareNet Sales

Basic Earnings (loss) per Share(3) Overview of the Succeeding Company

As of December 22, 2023, the Succeeding Company has not been established, and therefore
its overview has not yet been determined. The overview of the Succeeding Company will bepromptly disclosed after the details thereof are determined.
Furthermore, the relationship between the Company and RISO KAGAKU is as follows.
Capital Relationship

N/A

Personnel Relationship

N/A

Business Relationship

The Company sells inkjet heads to RISO KAGAKU, etc.

Status as Related Party

N/A

6

5.

Details of the Business to be Split(1) Details of the business of the division to be split
Company: Development, manufacture and sale of inkjet heads and related products, etc.
TPI: Manufacture of inkjet heads, etc.
(2) Operating results of divisions to be split (fiscal year ended March 2023)
CompanyTPI

Net Sales

JPY 5,114 million

JPY 2,379 million

Operating Profit

JPY 1,016 million

JPY 15 million(Note) The information above shows the figures for the Target Business in the non-consolidated
financial statements of the Company and TPI, and does not take into account theelimination of internal transactions between the Company and TPI.
(3) Asset and liability accounts to be split and the book values thereof (as of June 30, 2023)
Company
AssetsLiabilities

Current Assets

JPY 2,261 million

Current Liabilities

JPY 1,488 million

Non-current Assets

JPY 859 million

Non-current

JPY 507 million

Liabilities
Total

JPY 3,121 million

Total

JPY 1,995 million

TPI
AssetsLiabilities

Current Assets

JPY 786 million

Current Liabilities

Non-current Assets

JPY 101 million

Non-current

JPY 581 million-

Liabilities
Total

JPY 887 million

Total

JPY 581 million(Note) The information above has been calculated based on data as of June 30, 2023. The actual
amounts of assets and liabilities to be split will be determined after the items of assets andliabilities to be split in the absorption-type split agreement to be concluded at a later date
and will be a figure that takes into account the increase or decrease up to the effective
date. In addition, the information above shows the figures for the Target Business in the
non-consolidated financial statements of the Company and TPI, and does not take into
account any offsetting of claims and obligations between the Company and TPI or theelimination of any unrealized gains. Furthermore, the above amounts include assets andliabilities covered by the Target Business.
6.

Status after the Absorption-Type Company Split(1) Status of the companies splitting in the absorption-type company split after the Absorption-Type
Company Split

7

Company
(1)

Name

(2)

Address(3)

TPI

Toshiba Tec Corporation

TPI Corporation

1-11-1,

6-78 Minami-cho, Mishima-shi,

Osaki,

Shinagawa-ku,

Tokyo

Shizuoka-ken

Title and Name

Hironobu Nishikori,Takeshi Goto,ofRepresentative Director, President

Representative Director, President

Representativeand Chief Executive Officer

and Chief Executive Officer

Development, manufacture, sale,and maintenance services for POS
systems and related products, etc.
(4)

Main Business

Sale, maintenance services for
multifunction peripherals, Auto-ID

Manufacture

of

toner

for

multifunction peripherals, etc.

systems, and related products, etc.
(Note)(5)

Share Capital

JPY 39,970 million

JPY 10 million(6)

Fiscal Year-end

March 31

March 31

(7)

Net Assets

Not confirmed at this time.

Not confirmed at this time.

(8)

Total Assets

Not confirmed at this time.

Not confirmed at this time.

(Note) As announced in “Notice regarding Business Partnership between Ricoh Co., Ltd., andToshiba Tec Corporation by necessary procedures such as Company Split (Simplified
Absorption-Type Company Split), and the conclusion of a Business Integration Agreement
and a Shareholders Agreement related to the integration of MFPs’ development andmanufacturing” disclosed on May 19, 2023 (and partially updated and corrected on July 19,
2023, August 24, 2023, and November 24, 2023), the Company's businesses related to thedevelopment and manufacture of multifunction peripherals, Auto-ID systems, and related
products, etc., will be transferred from the Company to Ricoh Technologies Co., Ltd.,effective on a specific date between April 1, 2024 and June 30, 2024 (planned), to be
separately determined.
(2) Status of the Succeeding Company after the Absorption-Type Company Split
As of December 22, 2023, the Succeeding Company has not been established, and therefore
its status after the Absorption-Type Company Split has not yet been determined. The status of the
Succeeding Company after the Absorption-Type Company Split will be promptly disclosed after
the details thereof are determined.
7.

Overview of Accounting Treatment
The accounting treatment will be implemented in accordance with the “Accounting Standards for
Business Combinations” (ASBJ Statement No. 21, January 16, 2019), and the “Implementation
Guidance on Accounting Standards for Business Combinations and Accounting Standards for
Business Divestitures” (ASBJ Guidance No. 10, January 16, 2019), etc.

8

8.

Future Outlook
The impact of the Absorption-Type Company Split on the Company's consolidated businessresults for the fiscal year ending March 2024 is negligible.

9