May 19, 2023
Toshiba Tec Corporation
Company:
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 Consolidated Subsidiaries
Toshiba Tec Corporation (the “Company”) and Ricoh Company, Ltd. today resolved at their respective
board of directors’ meetings to integrate, through company splits and other means, the businesses relating tothe development and production of multifunction printers and other devices (“Business Integration”)
effective on a specific day between April 1, 2024 and June 30, 2024 to be separately agreed upon by the twocompanies, as described in the “Notice regarding Business Partnership and the conclusion of a Business
Integration Agreement and a Shareholders Agreement related to MFPs’ development and manufacturing
between Ricoh Company, Ltd., and Toshiba Tec Corporation by necessary procedures such as Company Split(Simplified Absorption-type Company Split)” announced jointly by the two companies (“Timely Disclosureof Business Integration”) .
The Company hereby announces that, in conjunction with the Business Integration, the Company andRicoh Technologies Company, Ltd. (the “Joint Venture Company”), which will become a joint venturecompany, will enter into an absorption-type company split agreement, and the Company’s board of directors
resolved to transfer the shares of the five consolidated subsidiaries to the Joint Venture Company through anabsorption-type company split under such agreement (the “Absorption-Type Company Split”), as follows:
Note
1. Outline of the Transfer of Shares
In conjunction with the Business Integration, the Company will transfer to the Joint Venture Company
the shares of the following consolidated subsidiaries (excluding Toshiba Tec’s French subsidiary, Toshiba
Tec Europe Imaging Systems S.A (“Toshiba Tec Europe Imaging Systems”) (Note)) that operate theCompany’s businesses related to the development and production of multifunction printers and otherdevices in Japan and overseas (“Transferred Business”) by the method described below.
(ⅰ) The businesses of a consolidated subsidiary, TOSHIBA TEC DOCUMENT PROCESSING SYSTEMS
CO., LTD, (“TOSHIBA TEC DOCUMENT PROCESSING SYSTEMS”), other than the TransferredBusiness (i.e. development and design of ink-jet heads) will be transferred to another company by amethod to be determined separately.
(ⅱ) The businesses of a consolidated subsidiary, Toshiba Tec Information Systems (Shenzhen) Co., Ltd.
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(“Toshiba Tec Information Systems (Shenzhen)”), other than the Transferred Business (i.e. sales
business of multifunction printers and auto ID systems) will be transferred to another company
through a company split, and the shares (equity) in Toshiba Tec Information Systems (Shenzhen) heldby shareholders (investors) other than the Company will be acquired by the Company.
(ⅲ) The Transferred Business of a consolidated subsidiary, Toshiba America Business Solutions, Inc.
(“Toshiba America Business Solutions”) (i.e. manufacturing business of consumables formultifunction printers), will be transferred to another company to be established in the United Statesby Toshiba America Business Solutions (“US Company”) through business transfer, and the sharesof the US Company held by Toshiba America Business Solutions will be acquired by the Company.
(ⅳ) Upon completion of (i) through (iii) above, all shares of the five consolidated companies (i.e.
TOSHIBA TEC DOCUMENT PROCESSING SYSTEMS, Toshiba Tec Malaysia Manufacturing Sdn.
Bhd. (“Toshiba Tec Malaysia Manufacturing”), Toshiba Tec (H.K.) Logistics & Procurement Ltd.
(“Toshiba Tec (H.K.) Logistics & Procurement”), Toshiba Tec Information Systems (Shenzhen), andthe US Company) held by the Company will be transferred to the Joint Venture Company through theAbsorption-Type Company Split (the “Transfer of Shares”).
(Note) The business of Toshiba Tec Europe Imaging Systems is not included in the Transferred Business.
However, there is a possibility that the Company will, at its decision, include the business ofToshiba Tec Europe Imaging Systems (except for certain business and assets) in the scope of theTransferred Business after completion of the consultation with the works’ council of Toshiba Tec
Europe Imaging Systems in accordance with the French labor law.
2. Reason for the Transfer of Shares
Please refer to “1. Background and External Environment”, “2. Outline of the Business Integration”, and“3. Summary of the Business Integration” of the Timely Disclosure of Business Integration.
3. Overview of the subsidiaries to be transferred
The following is an overview of the Company’s consolidated subsidiaries to be transferred as a result ofthe Transfer of Shares.
As for the consolidated results of operations and consolidated financial condition of each subsidiary forthe past three years, the figures for the three years from the fiscal year ended March 2020 to the fiscal year
ended March 2022 are shown, because it takes time to calculate the financial figures for the fiscal year ended
March 2023, and it is impossible to show them as of May 19, 2023.
(1) TOSHIBA TEC DOCUMENT PROCESSING SYSTEMSTOSHIBA TEC DOCUMENT PROCESSING SYSTEMS CO.,

(1)

Name

(2)

Location

6-78, Minami-cho, Mishima-shi, Shizuoka(3)

Name and title ofToshimitsu Suzuki, President and Chief Executive OfficerLTD.

2

representative
Development and design, etc. of multifunction printers, auto ID
systems, ink-jet heads and other products(4)

Business description(Note) The development and design, etc. of ink-jet heads andother products, which are businesses other than theTransferred Business, will be transferred to anothercompany by the date of the Transfer of Shares.

(5)

Capital

JPY100,000,000(6)Date of establishment

December 16, 1998

(7)

(8)

Major shareholders andshareholding ratios

Relationship with the listedcompany

The Company: 100%
CapitalThe Company holds 100% of the voting rights ofrelationshipthe relevant company.

Personnel

The Company sends three directors and one

relationshipauditor to the relevant company.
The Company outsources the development andBusiness
relationship(9)

design, etc. of multifunction printers and auto ID
systems to the relevant company.

Consolidated results of operations and consolidated financial condition of the relevant company
for the past three years (in millions of JPY)
Fiscal year ended

Fiscal year ended

Fiscal year ended

March 2020

March 2021

March 2022

Net assets

356258294

Total assets

1,503

1,1421,082

Sales

2,037

1,720

1,429

Operating profit

140161

257

Ordinary profit

141(61)

61

Net income

68(70)

36(2) Toshiba Tec Malaysia Manufacturing(1)

Name(2)

Location(3)

Name and title ofrepresentative

Toshiba Tec Malaysia Manufacturing Sdn. Bhd.
Plot 111-A, Hala Kampung Jawa 2, Bayan Lepas Industrial
Estate, 11900 Penang, Malaysia
Tomoyuki Hidaka, President and Representative Director(4)

Business description

Manufacture, etc. of multifunction printer-related products(5)

Capital

MYR35,000,000(6)Date of establishment

February 11, 1991(7)Major shareholders andThe Company: 100%3

shareholding ratios(8)

Relationship with the listed

CapitalThe Company holds 100% of the voting rights ofrelationshipthe relevant company.

Personnel

The Company sends three directors to the relevant

relationshipcompany.

company

The Company outsources the manufacture ofBusinessmultifunction printer-related products to therelationshiprelevant company, and purchases those products
from the relevant company.

(9)

Consolidated results of operations and consolidated financial condition of the relevant company
for the past three years (in thousands of MYR)
Fiscal year ended

Fiscal year ended

Fiscal year ended

March 2020

March 2021

March 2022

Net assets

73,11764,05965,549Total assets

129,762

114,672

125,943

Sales

133,022

109,122

146,593

Operating profit

5,019

5,682

5,469

Ordinary profit

7,320

5,714

5,565

Net income

5,310

5,849

5,034

(3) Toshiba Tec (H.K.) Logistics & Procurement
(1)

Name

(2)

Location(3)

Name and title ofrepresentative

Toshiba Tec (H.K.) Logistics & Procurement Ltd.
Unit No.1703,17/F., The Metropolis Tower,
10 Metropolis Drive, Hung Hom, Kowloon, Hong Kong
Takeshi Tsuchiya, President
Procurement of materials for the Company group, export of(4)Business description(5)

CapitalHKD2,000,000(6)Date of establishment

September 11, 1995

(7)

(8)

Major shareholders andshareholding ratios

Relationship with the listedcompany

multifunction printers and their related products, etc.

The Company: 100%
CapitalThe Company holds 100% of the voting rights ofrelationshipthe relevant company.

Personnel

The Company sends three directors to the relevantrelationshipcompany.
The Company group procures materials throughBusinessrelationship4

the relevant company, and outsources the export ofmultifunction printers, etc. manufactured by

Toshiba Tec Information Systems (Shenzhen) to
the relevant company.
(9)

Consolidated results of operations and consolidated financial condition of the relevant company
for the past three years (in thousands of HKD)
Fiscal year ended

Fiscal year ended

Fiscal year ended

March 2020

March 2021

March 2022

Net assets

133,403

123,217

135,176

Total assets

523,472

634,324

625,039

1,513,222

1,533,331

1,595,299

Operating profit

11,778

8,081

14,815

Ordinary profit

14,0288,350

14,492Net income

12,345

6,982

12,228Sales(4) Toshiba Tec Information Systems (Shenzhen)
(1)

Name

(2)

Location(3)

Name and title ofrepresentative

Toshiba Tec Information Systems (Shenzhen) Co., Ltd.
No.7, 9, 28, DaYang Road, FuHai Streets, BaoAn District,
ShenZhen 518103, The People's Republic of China
Hajime Kimura, Chairman
・Manufacture, etc. of multifunction printers, POS systems andauto ID systems, and their related products
・Sale, etc. of multifunction printers and auto ID systems, and(4)Business description

their related products(Note) The sale, etc. of multifunction printers and auto ID
systems, and their related products, which are businesses
other than the Transferred Business, will be transferred toanother company by the date of the Transfer of Shares.

(5)

Capital

USD20,158,000(6)Date of establishment

April 28, 1993

Major shareholders andThe Company: 95.7% (as of March 31, 2023)

shareholding ratios

The Company: 100% (as of the date of the Transfer of Shares)(7)

As of March 31, 2023, the Company holds 95.7%of the voting rights of the relevant company.

(8)

Relationship with the listedcompany

However, the Company will hold 100% of theCapital
relationshipvoting rights of the relevant company by the dateof the Transfer of Shares by acquiring the shares(equity interests) in the relevant company held byshareholders (investors) other than the Company.

Personnel

The Company sends five directors to the relevant5relationshipcompany.
The Company outsources the manufacture ofmultifunction printers, auto ID systems, and theirBusiness

related products to the relevant company, andrelationshippurchases those products from the relevantcompany.

(9)

Consolidated results of operations and consolidated financial condition of the relevant company
for the past three years (in thousands of RMB)
Fiscal year ended

Fiscal year ended

Fiscal year ended

March 2020

March 2021

March 2022

Net assets

1,664,569

1,628,811

1,646,081

Total assets

2,322,140

2,290,476

2,338,921

Sales

3,236,888

2,774,115

2,900,367

Operating profit

169,664

160,781

143,218

Ordinary profit

190,084

148,356

141,325

Net income

132,043

107,895

124,049(5) US Company
Since the US Company has not been established as of May 19, 2023, its outline has not been determined.
It will be disclosed promptly after the establishment of the US Company.
4. Outline of the counterparty to the Transfer of Shares (as of March 31, 2022)
(1)

Name

Ricoh Technologies Company, Ltd.

(2)

Location

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

Name and title ofrepresentative

Mikio Ishibashi, Representative Director
Development, design, and sales of office equipment, optical(4)

Business description

equipment,

printing-related

consumables, etc.
(5)

Capital10 million JPY(6)Date of establishment

December 19, 2012(7)

Net assets

904 million JPY(8)Total assets

2,814 million JPY

Major shareholders(9)and shareholding

Ricoh Company, Ltd.: 100%ratios(10)

Relationship with thelisted company

CapitalN/Arelationship
Personnel

N/A

6

peripheral

equipment,

andthoserelationshipThe listed company supplies related equipment forBusinessmultifunction printers to the Company mainly on an

relationshipOEM basis.

Status as a

N/Arelated party(Note) The name of the Joint Venture Company will be changed from the one before the Absorption-TypeCompany Split no later than the effective date of the Absorption-Type Company Split (the date of theTransfer of Shares).
5. Number of shares to be transferred, and status of shares held before and after the transfer (as of the dateof the Transfer of Shares)(1) TOSHIBA TEC DOCUMENT PROCESSING SYSTEMS
(1)

(2)

(3)

Number of shares held
before the transfer

200,000 shares(Number of voting rights: 200,000)(Percentage of voting rights held: 100%)

Number of shares to be

200,000 sharestransferred(Number of voting rights: 200,000)

Number of shares held
after the transfer0 share(Number of voting rights: 0)(Percentage of voting rights held: 0%)(2) Toshiba Tec Malaysia Manufacturing
(1)

(2)

(3)

Number of shares held
before the transfer

35,000,000 shares(Number of voting rights: 35,000,000 shares)(Percentage of voting rights held: 100%)

Number of shares to be

35,000,000 sharestransferred(Number of voting rights: 35,000,000 shares)

Number of shares held
after the transfer0 share(Number of voting rights: 0)(Percentage of voting rights held: 0%)(3) Toshiba Tec (H.K.) Logistics & Procurement
(1)

(2)
(3)

Number of shares held
before the transfer

200,000 shares(Number of voting rights: 200,000)(Percentage of voting rights held: 100%)

Number of shares to be

200,000 sharestransferred(Number of voting rights: 200,000)

Number of shares held0 share7

after the transfer(Number of voting rights: 0)(Percentage of voting rights held: 0%)(4) Toshiba Tec Information Systems (Shenzhen)
Amount of capital(1)

contribution before thetransfer

USD20,158,000(Percentage of voting rights held: 100%)

Number of shares(2)(equity interests) to be

USD20,158,000

transferred
Amount of capital(3)

contribution after thetransfer―(Percentage of voting rights held: 0%)(Note) Since Toshiba Tec Information Systems (Shenzhen) is a limited liability company (yūgen kaisha), theamount of capital contribution is shown instead of the number of shares held.
(5) US Company
Since the US Company has not been established as of May 19, 2023, the number of its shares to betransferred, and the status of its shares held before and after the transfer have not been determined. However,
the Company will transfer all the US Company’s shares to be held by the Company to the Joint Venture
Company. The number of the US Company’s shares to be transferred, and the status of the US Company’sshares held before and after the transfer will be disclosed promptly after the establishment of the US Company.
It is planned that common shares in the Joint Venture Company will be delivered to the Company inconsideration of the rights and obligations to be transferred by the Company to the Joint Venture Company
as a result of the Absorption-Type Company Split, including all shares in the five consolidated subsidiaries
mentioned above. However, it has not yet been determined whether the Joint Venture Company will issue
new shares, and the number of the common shares to be delivered.
6. Schedule(1)

Date of resolution of theboard of directors(2)

May 19, 2023

Date of execution of theabsorption-type company

TBD

split agreement(3)

Effective date of theAbsorption-TypeA specific day between April 1, 2024 and June 30, 2024 to beCompany Split (the dateseparately agreed upon by the two companies (scheduled)of the Transfer of Shares)

87. Future outlook
The impact of the Transfer of Shares on the Company’s consolidated financial results for the current
fiscal year is under review. When a matter that should be disclosed is decided or occurred, the Company willdisclose it promptly.

9