May 19, 2023
Company name: Ricoh Company, Ltd.
President and CEO: Akira Oyama
Stock code: 7752 (Prime of Tokyo Stock Exchange)
Contact: Takashi Kawaguchi, Executive Corporate Officer and CFO
Tel. +81-50-3814-2805
Company name: Toshiba Tec Corporation
President and CEO: Hironobu Nishikori
Stock code: 6588 (Prime of Tokyo Stock Exchange)
Contact: Akira Abe, General Manager ofCorporate Communications Division
Tel. +81-3-6830-9151

Notice regarding a Business Partnership between Ricoh Company, Ltd., and Toshiba Tec Corporation
by necessary procedures such as Company Split (Simplified Absorption-type Company Split), and theconclusion of a Business Integration Agreement and a Shareholders Agreement related to theintegration of MFPs’ development and manufacturing
Ricoh Company, Ltd. (President and CEO: Akira Oyama; hereinafter “Ricoh”) and Toshiba Tec Corporation(President and CEO: Hironobu Nishikori; hereinafter “Toshiba Tec”) hereby announce that today at meetings ofthe Boards of Directors of both companies, the two companies resolved to conclude an agreement to set theterms and conditions for integrating businesses (hereinafter the “Integration Agreement”) regarding thedevelopment and manufacturing of multifunction printers and other devices (hereinafter “MFPs”) by necessary
procedures such as company split effective on a specific day between April 1, 2024 and June 30, 2024 to be
separately agreed upon by the two companies (hereinafter the “Business Integration”). The Boards of Directorsof both companies also resolved to conclude a shareholders agreement related to the Business Integration(hereinafter the “Shareholders Agreement”).
Based on these resolutions, the two companies will perform procedures such as company split with the aimof realizing a joint venture effective on a specific day between April 1, 2024 and June 30, 2024 to be separately
agreed upon by the two companies, that takes on the role of MFPs’ development and manufacturing with bothcompanies as shareholders.

1. Background and External Environment
Although the office printing market is recovering from the sharp decline in printing volume caused by the
spread of the COVID-19 pandemic, the pre-existing and ongoing trend toward a paperless transition continues.
The global market as a whole will continue on a gradual downward trend.
Against the backdrop of expanding remote work and a worsening labor shortage due to Japan’s shrinking
workforce, the need for digitalization of various operations in offices and in the frontlines has become apparent.
Companies in the office printing industry are positioning Digital Transformation (hereinafter “DX”) demand as a
growth area and focusing on developing and providing solutions using IT (information technology).
1As the competitive landscape shifts from providing stand-alone hardware to solutions combined with softwareand services, a common challenge has become a growing competitiveness in the development and productionof printing devices. In addition, there is a need to build resilient supply chains that can respond flexibly to risinggeopolitical risks. On the other hand, opportunities exist for creating new customer value based on printing-related
technology through the expansion of digitalization of office and field operations.
2. Outline of the Business Integration
Ricoh is committed to transforming itself into a digital services company with its mission and vision of“Fulfillment through Work” to achieve sustainable growth and further development. Ricoh is working closely with
its customers to contribute to the transformation of their business processes and the creation of new value by
combining various edge devices and optimal applications.
Toshiba Tec aims to become "a global top solutions partner” that co-creates solutions leading to new value
and resolving social issues together with its customers and partners by practicing its corporate philosophy,“Create with You.”To respond to the previously described market changes, the two companies will enter into a joint venture thattakes on the role of MFPs’ development and manufacturing to realize the following:(1) Strengthen competitiveness and business foundations of office printing device manufacturing
By bringing the two companies’ respective technological strengths in the development and production of
office printing equipment, the two companies will expand their planning, design, and development functions. The
two companies will also make joint purchases for parts and materials, and mutually utilize their production bases
to build a resilient supply chain that responds flexibly to heightened geopolitical risks and aims to achieve morerobust manufacturing. Furthermore, the two companies will contribute to the realization of a circular economy byenhancing the efficiency and sophistication of reuse and recycling efforts to collect used MFPs.
(2) Collaborate on the planning and development of new solutions in the frontlines utilizing the technologies andresources of the two companies
The Business Integration will enable the two companies to shift their resources to focus more on areas ofinnovation and individual areas of differentiation, thereby increasing their competitiveness and strengthening theirbusiness foundations. Furthermore, the two companies will work on joint planning and development of new
solutions to support customers’ DX by integrating image recognition technology utilizing Toshiba Tec’s barcode
printer, RFID, etc., and Ricoh’s optical and image processing technologies, such as cameras and projectors.
The two companies will provide competitive, high-quality, and high-value-added products created throughco-creation to the global market through their respective branded products that pursue their unique user
experience. Each of the two companies will provide solutions combined with various software and services
through their respective sales channels to help customers enhance their productivity by digitalizing and improving
workflows tailored to the needs of each of their operations. Thus, each of the two companies will contribute toresolving social issues by helping customers realize DX in their workplaces.
3. Summary of the Business Integration(1) Method of the Business Integration
The Business Integration covers MFPs’ development and the manufacturing operations of the twocompanies in Japan and overseas, excluding certain countries’ businesses* of Toshiba Tec. This coverage ishereinafter collectively referred to as the "Business.” The Business is, furthermore, hereinafter specified as“Ricoh’s Business” and “Toshiba Tec’s Business.” The Business Integration will be implemented mainly by an2

absorption-type split in order to succeed Ricoh’s Business and Toshiba Tec’s Business to Ricoh Technologies
Company, Ltd., a subsidiary company of Ricoh in Japan (hereinafter the “Joint Venture”).
The investment ratio in the Joint Venture after the Business Integration shall be 85% by Ricoh and 15% byToshiba Tec.
The absorption-type split of Ricoh to implement the Business Integration is hereinafter referred to as the“Ricoh Absorption-type Split,” and the absorption-type split agreement between Ricoh and the Joint Venture for
the Ricoh Absorption-type Split is hereinafter referred to as the “Ricoh Absorption-type Split Agreement.” Theabsorption-type split of Toshiba Tec to implement the Business Integration is hereinafter referred to as the"Toshiba Tec Absorption-type Split," and the absorption-type split agreement between Toshiba Tec and the Joint
Venture for the Toshiba Tec Absorption-type Split is hereinafter referred to as the "Toshiba Tec Absorption-type
Split Agreement.”
Furthermore, the Ricoh Absorption-type Split and the Toshiba Tec Absorption-type Split are hereinaftercollectively referred to as the "Absorption-type Split," and the Ricoh Absorption-type Split Agreement and the
Toshiba Tec Absorption-type Split Agreement are hereinafter collectively referred to as the "Absorption-type Split
Agreement.”* Toshiba Tec businesses in certain countries may also be included in Toshiba Tec’s Business at Toshiba Tec’s
discretion after the completion of certain procedure.

(2) Schedule of the Business Integration
Both companies’ Board of Directors to approve the

May 19, 2023 (today)

conclusion of the Integration Agreement and theShareholders Agreement
Conclusion of the Integration Agreement and the

May 19, 2023 (today)

Shareholders Agreement
Both companies’ Board of Directors to approve theUndecidedconclusion of the Absorption-type Split Agreement
Conclusion of the Absorption-type Split Agreement

Undecided

Effective date of the Absorption-type Split

A specific day between April 1, 2024 and June 30,2024 to be separately agreed upon by the twocompanies (scheduled)3

(Note 1) Both Ricoh Absorption-type Split and Toshiba Tec Absorption-type Split will be conducted as a simplified
absorption-type split under Article 784, Paragraph 2 of the Companies Act, without obtaining approval at theshareholders' meetings of both companies.
(Note 2) The implementation of the Business Integration is subject to the conditions that, among others, (i) all
procedures under the competition laws (including procedures such as notifications and obtaining clearances,etc.) and notifications and other procedures under foreign investment regulations in Japan and other countries orregions have been completed, and (ii) no event has occurred or been found that has or may have a material
adverse effect on the assets, business, financial condition, operating results or cash flow status or other value ofthe Business of both companies.
(Note 3) The above schedule is the schedule as of today and is subject to change upon consultation between
the two companies in the course of the procedures for the Business Integration, depending on the obtainment ofpermits and approvals from the relevant authorities or for other reasons.
4. About the Absorption-type Split and the Business Partnership(1) Purpose of the Absorption-type Split, reason and details of the Business Partnership
Please refer to “1. Background and External Environment” and "2. Outline of the Business Integration" above.
(2) Schedule of the Absorption-type Split and the Business Partnership
Please refer to "(2) Schedule of the Business Integration" in "3. Summary of the Business Integration”
above.
(3) Method of the Absorption-type Split
Ricoh Absorption-type Split is an absorption-type split in which Ricoh will be the absorption-type split
company, and the Joint Venture will be the successor company in the absorption-type split. Toshiba Tec
Absorption-type Split is an absorption-type split in which Toshiba Tec will be the absorption-type split
company, and the Joint Venture will be the successor company in the absorption-type split.
(4) Details of the allotment related to the Absorption-type Split
The Joint Venture will allot and deliver its common shares to the two companies as consideration for the
Joint Venture’s assumption of rights and obligations upon the Absorption-type Split becoming effective.
However, whether the Joint Venture will issue new shares, as well as the number of such common sharesto allot and deliver, has not been determined at this time and will be announced as soon as the details are
determined.
(5) Handling of stock acquisition rights and bonds with stock acquisition rights upon the Absorption-type Split
Ricoh has not issued any stock acquisition rights or bonds with stock acquisition rights.
Toshiba Tec has issued stock acquisition rights, but there will be no changes in the treatment of the stockacquisition rights issued by Toshiba Tec due to the Absorption-type Split. Toshiba Tec has also not issued
any bonds with stock acquisition rights.
(6) Change in share capital due to the Absorption-type Split
There will be no change in the two companies' share capital as a result of the Absorption-type Split.
(7) Rights and obligations to be assumed by the successor company in absorption-type split
The rights and obligations are related to the Business of the two companies. The Joint Venture will assume
the rights and obligations as set forth in the Absorption-type Split Agreement.
(8) Prospects of fulfillment of obligations
4

The Joint Venture’s assets are expected to exceed its liabilities even after the Absorption-type Split, and it is
not currently anticipated that any situation will hinder the fulfillment of their obligations to be borne.
Therefore, the two companies believe that there are no issues with the prospect of fulfilling such obligations
with regard to the obligations to be borne by the Joint Venture in connection with the Absorption-type Split.
5. Rationale of the allotment in connection with the Company Split(1) Basis and rationale for allocations
After discussions between the two companies, taking into account their earnings situations, future
prospects, and other factors in the Business to be split off from Ricoh and Toshiba Tec as a result of theCompany Split, the two companies have reached an agreement to make the allotment related to theCompany Split as described above.
As stated above, the number of such common shares to be allotted and delivered by the Joint Venture to
the two companies has not been determined at this time.
(2) Matters related to calculation
The two companies have not yet obtained the valuation report from their calculation agent with respect to
the Absorption-type Split.
(3) Prospect of delisting and reasons for delisting
Not applicable.
(4) Measures to ensure fairness
Not applicable.
(5) Measures to avoid conflicts of interest
Not applicable.
6. Outline of the companies involved in the Absorption-type Split and the Business Partnership(1) Outline of the absorption-type split companies (as of March 31, 2023)(1)

Trade name(2)

Address(3)

Representative name(4)

Principal business

Ricoh Company, Ltd.
1-3-6,

Nakamagome,

Toshiba Tec Corporation
Ohta-ku,

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

Tokyo JapanTokyo Japan

Yoshinori Yamashita, President

Hironobu

and CEO

and CEO

Development, production, sales,

Development,

support and services of Digitalsales and support and services ofServices, Digital Products, Graphic

POS system, MFPs, Auto ID

Communications,system, Inkjet heads, and thoseIndustrial

Nishikori,

manufacturing,

Solutions, and Other

related products(5)

Capital stock

135,364 million yen

39,970 million yen(6)Date establishedFebruary 6, 1936

February 21, 1950

(7)

Total Shares Issued

609,521,97857,629,140(8)Accounting Date

March 31

March 31

(9)

Number of Employees

81,017

18,906(10)

Main Bank

MUFG

Bank,

Ltd.,

Mitsui Trust Bank

5

Sumitomo

Sumitomo

President

Mitsui

Banking

Corporation, MUFG Bank, Ltd.,
ResonaBank,

Limited.,Sumitomo Mitsui Trust Bank,
Limited, The Shizuoka Bank, Ltd.
The Master Trust Bankof Japan, Ltd. (Trust

18.19%

Toshiba Corporation

52.08%

Account)
Custody

Bank

Japan,

Ltd.

of(TrustThe
5.33%

Account)

Master

Trust

Bank of Japan, Ltd.

6.80%

(Trust Account)

GOLDMANSACHSINTERNATIONAL(Standingproxy:

4.96%

Goldman Sachs Japan

MorganStanley

MUFG

Securities

5.53%

Co., Ltd.

Co., Ltd.)
Nippon Life Insurance
Company

Japan,

Bank

of

Ltd.

(TrustStreet

Bank

2.16%

Account)

Shinsei

Trust&

Banking Co., Ltd. ECM
MF

Custody
4.35%

Trust

Account

State
3.45%

1.88%

5103128299004
BNYMSANVand Trust Company

AS

AGENT/CLIENTS
LUX
(11)

Major Shareholders and

UCITS NON TREATY

Percentage of Shares

1

Held

(Standing

2.71%

Digital Garage, Inc.

1.82%

proxy:MUFG Bank, Ltd.)
IchimuraFoundation

for New Technology
CGML

PB

2.60%

Goldman

Sachs

International

1.77%

CLIENTACCOUNT/COLLATERAL (Standing proxy:

State
1.94%

Citibank, N.A., Tokyo

StreetBank

and Trust Company

1.48%

510311

Branch)J.P.

MORGANSECURITIES

PLC

FOR

ON

AND

BEHALF OF THEIR
CLIENTS JPMSP RE
CLIENTASSETS-

SEGR

ACCT

(Standingproxy:

Toshiba
1.81%

Tec

Employees

1.32%

Shareholding
Association

Citibank, N.A., Tokyo
Branch)The
MUFG Bank, Ltd.

1.77%

Dai-ichiInsurance Company,
Limited

6

Life
1.32%

(12)

Relationships between two companies
CapitalNone in particular

Personnel

None in particularBusiness

Toshiba Tec has contracted Ricoh to manufacture MFPs’ options.

Status as a related party(13)

None in particularBusiness results and financial condition of the companies over the last three years
Ricoh

Fiscal Year
Consolidated

FY ended

FY ended

FY ended

FY ended

FY ended

March

March

March

March

March

March

2021

2022

2023

2021

2022

2023

net
total

assetsConsolidated

923,852

905,825

958,082

109,862

117,662102,206

1,887,868

1,853,254

2,149,956

289,313

310,256

310,692

1,281.29

1,416.08

1,529.46

1,867.01

2,023.35

1,738.02

yen

yen

yen

yen

yen

yen

1,682,069

1,758,587

2,134,180

405,694445,317

510,767-45,429

40,05278,7408,263

11,566

16,078-41,028

44,38881,308

7,193

10,197

13,149-32,730

30,37154,367

7,126

5,381

-13,745-45.20 yen

45.35 yen

88.13 yen

129.55 yen

15 yen26 yen34 yen20 yennet

assets per share*
Consolidated

net

sales
Consolidated
operating profit
Consolidated ordinary
profit*
Net income
Consolidated

Toshiba Tec

FY ended

assets*Consolidated(million yen)net

income per share
Dividend per share

97.68 yen -248.37 yen
40 yen40 yen*Ricoh prepares its consolidated financial statements in accordance with International Financial ReportingStandards (hereinafter “IFRS”). Consolidated net assets, consolidated net assets per share, and consolidated
ordinary profit represent total equity, equity attributable to owners of the parent per share, and income before
income taxes, respectively.
(2) Outline of the successor company in absorption-type split (the Joint Venture) (as of March 31, 2022*)(1)

Trade name

Ricoh Technologies Company, Ltd.

(2)

Address

2-7-1, Izumi, Ebina Kanagawa, Japan(3)

Representative

Mikio Ishibashi, President and CEO

name

Development, design, and sales of office equipment, optical equipment,(4)

Principal business(5)

Capital stock

10 million yen(6)Date established

December 19, 2012(7)

Total Shares Issued

200

(8)

Accounting Date

March 31

(9)

Number
Employeesofprinting-related peripheral equipment, and those consumables, etc.

493

(10)

Major Customers

Ricoh Company, Ltd.

(11)

Main Bank

None
7

Major Shareholders(12)

and Percentage ofRicoh Company, Ltd.

100%

Shares Held(13)

Relationships with two companies
Capital

100% invested by Ricoh Company, Ltd.

Personnel

3 Directors (out of 3) and 2 auditors (out of 2) from Ricoh Company, Ltd.
Consignment of design and businesses from Ricoh Company, Ltd.

Business

Original Equipment Manufacturing to Toshiba Tec

Status as a related
party

(14)

Related parties of Ricoh Company, Ltd.

Business results and financial condition of the company over the last three years*(million yen)

Fiscal YearFY ended March 2020

FY ended March 2021

FY ended March 2022

Net assets

697

849

904

Total assets

2,729

2,659

2,814

3,486,141 yen

4,249,521 yen

4,522,965 yen

Net sales

7,826

7,313

9,015

Operating profit

-830

176

123

Ordinary profit

-797

219

206

Net income

-572

152

207

-2,862,800 yen

763,379 yen

1,036,824 yen

None763,379 yen

1,036,824 yen

Net assets per share

Net income per share
Dividend per share* The financial figures for the fiscal year ended March 2022 are shown because the financial figures for the fiscal
year ending March 2023 have not yet been finalized and so cannot be shown as of the disclosure date (May 19,2023).
7. Outline of the splitting businesses(1) Nature of business of the division to be split
Ricoh
Development,

Toshiba Tec

manufacturingandOriginal

Equipment Manufacturing of MFPs, Printers, andDevelopment, manufacturing of MFPs, Auto ID

thosesystem, and those related products

relatedperipheral

equipment

andconsumables(2) Business results of the division to be split (FY ended March 2022*)
Ricoh
Net sales

Toshiba Tec
370,393 million yen

Net sales

73,737 million yen* With regard to the sales of the Business, the financial figures for the fiscal year ended March 2022 areshown because the financial figures for the fiscal year ending March 2023 have not yet been finalized andso cannot be shown as of the disclosure date (May 19, 2023).
(3) Items and book value of assets and liabilities to be split (as of March 31, 2022*)
Ricoh
AssetsLiabilities

Current assets

94,345 million yen

Interest-bearing debt

33,486 million yen

Fixed assets

64,065 million yen

Other liabilities

33,615 million yen

Total

158,409 million yen

Total

67,101 million yen

8Toshiba Tec
AssetsLiabilities

Current assets

27,826 million yen

Interest-bearing debt

2,140 million yen

Fixed assets

8,234 million yen

Other liabilities

20,644 million yen

Total

36,060 million yen

Total

22,784 million yen* With regard to the book value of assets and liabilities of the Business, the financial figures for the fiscal year

ended March 2022 are shown because the financial figures for the fiscal year ending March 2023 have
not yet been finalized and so cannot be shown as of the disclosure date (May 19, 2023).
8. Status after the Absorption-type Split(1) Status of the splitting companies after the Absorption-type Split(1)

Trade name(2)

Address(3)

Representative name

Ricoh Company, Ltd.
1-3-6,

Nakamagome,

Toshiba Tec Corporation
Ohta-ku,

Tokyo, Japan

1-11-1,

Osaki,

Shinagawa-ku,

Tokyo Japan

Akira Oyama, President and CEO

Hironobu Nishikori, President andCEO
Development, manufacturing, sales(4)

Principal business

Development, production, sales,and support and services of POS

support and services of Digitalsystem, Inkjet heads, and thoseServices, Digital Products, Graphic

related products

Communications,

Sales and support and services ofIndustrial

Solutions, and Other

MFPs, Auto ID system, and thoserelated products(5)

Capital stock

135,364 million yen

39,970 million yen(6)

Accounting date

March 31

March 31

(7)

Net assets

Not determined at this time

Not determined at this time

(8)

Total assets

Not determined at this time

Not determined at this time(2) Status of the successor company in absorption-type split after the Absorption-type Split
The trade name, address, name and title of representative, principal business, capital stock and accounting
date of the successor company after the Absorption-type Split have not been determined at this time. The
name of the successor company in absorption-type split is scheduled to be changed from the current name ofthe successor company in absorption-type split by the effective date of the Absorption-type Split (the effective
date of the Business Integration).
9. Accounting overview
The accounting treatment will be based on the “Accounting Standard for Business Combinations” (ASBJ
Statement No. 21, January 16, 2019) and the “Guidance on Accounting Standard for Business Combinations
and Accounting Standard for Business Divestitures” (ASBJ Guidance No. 10, January 16, 2019), etc., or IFRS 3
Business Combinations.
10. Future outlook
We are investigating the impact of the Absorption-type Split and the Business Partnership on the
consolidated business results of both companies for the fiscal year ending March 2024. When a matter thatshould be disclosed is decided or occurred, we will disclose it promptly.

9