[Translation][NOTICE: Please note that the following is a translation of the Japanese language original for
convenience purposes only, and in the event of any discrepancy, the Japanese language original shallprevail.]
October 30, 2017
For immediate release
Company:
Representative:

Nisshinbo Holdings Inc.
President Masaya Kawata

Securities Code:3105
TSE (First Section); NSE (First Section); SSE; FSE

Notice Regarding Acquisition of Shares of Ricoh Electronic Devices Co., Ltd.
(and Making it a Subsidiary)
At the Board of Directors meeting held today (October 30, 2017), Nisshinbo Holdings Inc. resolved toacquire from Ricoh Company, Ltd. (“Ricoh”) 160 shares of the Ricoh subsidiary Ricoh Electronic
Devices Co., Ltd. (the “Target Company”) (equal to an ownership percentage of 80.0%) (the “ShareAcquisition”) and to make the Target Company our subsidiary.
1.

Reason for the Share Acquisition
On the basis of our corporate philosophy of Public Entity, Consistent Integrity, and Innovation,
the Nisshinbo Group contributes to global society as an Environment and Energy Company groupengaged in the strategic business domains of Wireless Communications and Electronics,
Automotive Parts and Devices, Lifestyle and Materials, and New Energy and Smart Society.
In the Nisshinbo Group’s electronics business we are engaged in businesses in a wide varietyof fields, from wireless communications systems for infrastructure and shipping to electronic
devices for vehicles and smartphones, mainly through our two subsidiaries Japan Radio Co., Ltd.,
which is focused on information and communications systems, and New Japan Radio Co., Ltd.,
which supplies analog semiconductors and microwave technology products (“New JRC”).
On this occasion, by acquiring a majority of the shares of the Target Company, which isfocused on analog power management integrated circuits (“PMICs”), and making the Target
Company a subsidiary, we will strengthen our business foundation in the semiconductor andelectronic devices fields, and accelerate the expansion and enhancement of our electronic devices
business mainly in the automotive and IoT fields, in which future growth is expected.
While New JRC, a Nisshinbo Group company, has specialties in analog semiconductors,
mainly low-noise amplifiers and PMICs used in audio equipment, vehicles, and industrial
equipment, and devices for wireless communications and IoT, the Target Company on the other
hand has specialties in small-size, energy efficient, and high efficiency “CMOS analog
semiconductors,” with a focus on PMICs. The PMICs of the Target Company boast top-classadoption rates in smartphones, and the Target Company is pursuing the expansion andenhancement of its business in the automotive and IoT fields by the adaptation of its technology.
In the automotive field, there has been an increase in the number of electronic devices
embedded in vehicles due to increased demand for advanced driving assistance systems (ADAS),
connected cars, and electric power trains. As a result of this, there is a growing demand foranalog integrated circuits such as low-noise amplifier integrated circuits, PMICs, communications
integrated circuits, and power supply control integrated circuits. And in the same way as forautomotive, the market for analog integrated circuits is expanding in the IoT field as well due tobeing components of embedded computer systems. By bringing together the bipolar technology
of New JRC and the CMOS technology of the Target Company, the Nisshinbo Group will seek tostrengthen its business by responding to a wide range of needs in the automotive and IoT fields.
Further, it can be expected that the Target Company and New JRC will have a mutually
cooperative and complementary relationship in respect of the various processes of semiconductor
fabrication. In the development and design processes, they will shift their overlapping resourcesin the PMIC field to the automotive and IoT fields and accelerate the development, enhancement,-1-and expansion of product lines in these fields. In addition, through cost reductions achieved byutilizing the fabrication bases of the Target Company for fabrication upstream processes and byutilizing the New JRC subsidiaries Saga Electronics Co., Ltd. and Thai NJR Co., Ltd. in thedownstream processes, the Target Company and New JRC will enhance their pricecompetitiveness and seek to strengthen their business foundation.
Note that Ricoh plans to continue to hold 40 shares of the Target Company (equal to anownership percentage of 20.0%) for the time being. Also, the Target Company plans tocontinue to use its current trade name and branding for the time being.
2.
(1)
(2)

Overview of the Target Company
NameRicoh Electronic Devices Co., Ltd.
Address
13-1, Himemuro-cho, Ikeda-shi, Osaka
Representative’s name(3)Satoru Taji, President
and title
Development, manufacturing and sales of electronic device products,(4)
Businessand entrusted design service and entrusted manufacturing service ofelectronic devices(5)
Capital
100 million yen(6)Date of establishment
June 2, 2014
Major shareholders(7)
and their ownership
Ricoh Company, Ltd. 100% (200 shares)
percentages
CapitalNone
relationships
Relationships with the PersonalNone(8)
Nisshinbo Holdings
relationships
Inc.
Subsidiaries of the Nisshinbo Holdings Inc. and theBusiness
Target Company sell and supply semiconductor
relationships
products and other products to each other.
(9)
Business performance and financial status over the immediately preceding three years
Accounting year-end
March 2015
March 2016
March 2017
Net assets
10,265 million yen
10,319 million yen
9,155 million yen
Total assets
18,585 million yen
18,849 million yen
16,923 million yen
Net assets per share
51,325,256 yen
51,595,459 yen
45,775,054 yen
Net sales
12,638 million yen
24,895 million yen
23,086 million yen
Operating income
482 million yen
631 million yen
451 million yen
Ordinary income
580 million yen
662 million yen
754 million yen
Net income
398 million yen
495 million yen
536 million yen
Net income per share
1,993,849 yen
2,478,312 yen
2,683,375 yen
Dividends per share
1,993,849.325 yen
7,478,312.34 yen
2,683,375.855 yen
Note: With respect to the business performance for the year ended March 2015, because it was the first fiscal year after
the Target Company was established, the fiscal year commenced on June 2, 2014 and ended on March 31, 2015.

3.
(1)
(2)
(3)
(4)
(5)

Overview of the Company Selling Shares
Name
Ricoh Company, Ltd.
8-13-1 Ginza, Chuo-ku, Tokyo
Address(Address of the registered head office: 1-3-6, Naka-Magome, OhtaKu, Tokyo
Representative’s nameYoshinori Yamashita, President and CEO
and title
Development, manufacturing and sales of business equipment andBusiness
optical equipment
Capital135,364 million yen (as of March 31, 2017)-2-(6)(7)(8)

Date of establishment
Net assets
Total assets

February 6, 1936
547,360 million yen (as of March 31, 2017)
1,071,239 million yen (as of March 31, 2017)(as of March 31, 2017)

(9)

(10)

4.
(1)
(2)
(3)

Major shareholders andtheir ownership
percentages

Relationships with theNisshinbo Holdings Inc.

The Master Trust Bank of Japan, Ltd. (Trust Account)
Goldman Sachs International(Standing proxy: Goldman Sachs Japan Co., Ltd.)
Japan Trustee Services Bank, Ltd. (Trust Account)
Nippon Life Insurance Company
Royal Bank of Canada Trust Company (Cayman) Limited(Standing proxy: Tachibana Securities Co., Ltd.)
Japan Trustee Services Bank, Ltd. (Trust Account 9)
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
BNYMSANV as Agent/Clients Lux Ucits Non Treaty 1(Standing proxy: The Bank of Tokyo-Mitsubishi UFJ, Ltd.)The New Technology Development Foundation
Sompo Japan Nipponkoa Insurance Inc.
CapitalNone
relationships
PersonalNone
relationships
BusinessNonerelationships
Related partyNonestatus

8.00%
7.39%
5.31%
3.95%
3.29%
3.19%
2.90%
2.69%
2.13%
1.80%

Number of Shares to be Acquired, Acquisition Price and Share Ownership Before and After
Acquisition
0 shareShares held before(Voting rights: 0)change(Percentage of voting rights held: 0.0%)
160 shares
Shares to be acquired(Voting rights: 160)
160 shares
Shares held after change (Voting rights: 160)
(Percentage of voting rights held: 80.0%)

Note: The acquisition price will not be disclosed in consideration of the fact that it is subject to a non-disclosure
obligation under the agreement regarding the Share Acquisition with the counterparty to the Share Acquisition.
However, that price was determined through negotiations with the counterparty to the Share Acquisition, and we consider
it to be a fair price.

5.
(1)
(2)
(3)

Timeline of the Share Acquisition
Board of Directors
October 30, 2017
meeting
Execution of theOctober 30, 2017agreement
Execution of the ShareMarch 1, 2018 (planned)
Acquisition

Note: The execution of the Share Acquisition requires the approval of the Japan Fair Trade Commission and othercompetition authorities with which the Share Acquisition needs to be filed pursuant to applicable laws and ordinances.

6.

Future Prospects
The effects that the Share Acquisition will have on the performance of Nisshinbo Holdings Inc.
will be minor.
End-3-