RICOH to Acquire IKON Office Solutions, Inc.
27 8월 2008 - 9:36PM
PR Newswire (US)
TOKYO, Aug. 27 /PRNewswire/ -- Ricoh Company, Ltd. (TSE: 7752,
"RICOH") (President & CEO: Shiro Kondo) today announced that it
has reached a definitive agreement with IKON Office Solutions, Inc.
(NYSE: IKN, "IKON") to acquire IKON (the "Transaction") through
RICOH's wholly owned U.S. distribution subsidiary, Ricoh Americas
Corporation ("RAC"). The Transaction is supported by both RICOH and
IKON and has been approved by the Boards of Directors of the
respective organizations. 1. Background RICOH (headquartered in
Tokyo, Japan) is a global leader in imaging solutions that has
brought to the market innovations such as digitalization, network
solutions, and colorization. In the rapidly growing printing and
document solution areas, RICOH's challenge has been to strengthen
its channels for assessing customers' potential needs and making
appropriate proposals based on a customer-driven approach. In the
extremely competitive U.S. market, RICOH is committed to further
strengthening its sales and support channels. As the world's
largest independent channel for document management systems and
services, IKON (headquartered in Malvern, Pennsylvania) supplies
and services a wide range of office equipment, such as MFPs
(multi-function printers), fax machines and printers, in the U.S.,
Canada and the Western European markets. With over 400 sales and
service locations, IKON has a long track record with Fortune 500
companies among its customers. RICOH has been a key supplier to
IKON, and the relationship between the two companies has a long
history. In addition, IKON also provides professional services and
document outsourcing services to a wide variety of customers. "IKON
has terrific strength in areas that complement RICOH's growth
strategy," said Shiro Kondo, President and CEO of Ricoh Company,
Ltd. "IKON has advanced Professional Services capabilities with a
long list of satisfied large customers. IKON is respected as well
for its production print sales and service expertise. We are
excited to add the very experienced IKON management team and the
thousands of skilled and dedicated IKON employees to the RICOH
family." IKON Chairman and Chief Executive Officer, Matthew J.
Espe, said, "Following an extensive review of our strategic
opportunities, our Board conducted a formal process to evaluate
alternatives for the Company, and has approved this attractive
transaction for our shareholders, customers and employees. The
offer represents a 33% premium over IKON's trailing 60-day average
stock price as of market close on August 26th. In addition,
combining with RICOH, one of the world's most respected and
innovative companies, will enable us to strengthen our offerings to
customers and create new opportunities for our employees." Espe
concluded, "We remain fully committed to providing the highest
quality of support and service to all our customers." As a result
of the Transaction, RICOH will strengthen its business
infrastructure in the U.S., Canada and Europe by combining with
IKON's strong sales and service network. RICOH also will gain
access to IKON's customer base, which includes major account
customers and government and public sectors in the U.S. This
acquisition is yet another step in RICOH's integrated global growth
strategy. 2. Acquisition Price: Target: IKON Office Solutions, Inc.
(See Appendix) Estimated Acquisition Price: U.S. $1.617 billion
(approx. JPY 172.1 billion)(*1) based on an offer of $17.25 per
share. This price is a 33% premium over the average daily closing
price of the past 60 days until August 26th. After careful analysis
and review of IKON's assets, business operations and prospects,
RICOH considers that this price is fair and reasonable. (*1)
Exchange rate is $1 = JPY106.42, unless otherwise noted. Finance:
RICOH will finance the Transaction with a mix of its own and
external funding. 3. Acquisition Process The Transaction will be
implemented by merging an acquisition subsidiary wholly owned by
RAC, Keystone Acquisition, Inc., with and into IKON.(*2) The merger
requires the approval of the majority of IKON's outstanding shares
at its shareholder meeting and will result in IKON continuing as
the surviving company. Through this process, RAC will acquire all
of the outstanding shares of IKON from IKON's shareholders ($17.25
in cash per share). The Transaction is subject to approval of North
American and European antitrust authorities. The parties intend and
expect to expeditiously complete the process during the fourth
quarter of calendar 2008. (*2) This process is referred to as a
reverse triangular merger in the U.S. 4. Impact on financial
results of RICOH The specific impact of the Transaction on RICOH's
consolidated financial results for the fiscal year ending March
2009 will be disclosed when appropriate. About RICOH A global
leader in digital office solutions, RICOH (http://www.ricoh.com/)
creates new value at the interface of people and information,
offering a broad range of digital, networked products, including
MFPs, printers, fax machines, semiconductor related products and
digital cameras. With 83,400 employees worldwide, and $22 billion
in revenue, RICOH is also one of the world's leading
environmentalist companies, committed to sustainable business
everywhere. About IKON IKON Office Solutions, Inc.
(http://www.ikon.com/) is the world's largest independent channel
for document management systems and services, enabling customers to
improve document workflow and increase efficiency. IKON integrates
best-in-class copiers, printers and MFP technologies from leading
manufacturers and document management software and systems, to
deliver tailored, high-value solutions implemented and supported by
its global services organization -- IKON Enterprise Services. With
fiscal year 2007 revenue of $4.2 billion, IKON has approximately
24,000 employees in over 400 locations throughout North America and
Western Europe. Forward Looking Statements This announcement,
including information included in or incorporated by reference into
this announcement, may contain "forward-looking statements"
concerning RICOH and IKON. Generally, the words "will", "may",
"should", "continue", "believes", "expects", "intends",
"anticipates" or similar expressions identify forward-looking
statements. The forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those expressed in the forward-looking statements. Many of
these risks and uncertainties relate to factors that are beyond the
companies' abilities to control or estimate precisely, such as
future market conditions and the behaviors of other market
participants, and therefore undue reliance should not be placed on
such statements. Examples of forward-looking statements in this
press release include, but are not limited to, statements regarding
the proposed acquisition of IKON by RICOH, such as the results of
the review of the Transaction by regulatory agencies, and any
conditions imposed in connection with consummation of the
Transaction; approval of the Transaction by the shareholders of
IKON; and satisfaction of various other conditions to the closing
of the Transaction. RICOH and IKON assume no obligation to update
these forward-looking statements, except as required pursuant to
applicable law. Additional Information and Where to Find It
Investors and security holders are urged to read the proxy
statement regarding the business combination transaction referred
to in the foregoing information, when it becomes available, because
it will contain important information. The proxy statement will be
filed with the Securities and Exchange Commission by IKON.
Investors and security holders may obtain a free copy of the proxy
statement (when it is available) and other documents filed by IKON
with the SEC at the SEC's website at http://www.sec.gov/. The proxy
statement (when it is available) and these other documents may also
be obtained for free from IKON by directing a request to Maryanne
Messenger in Shareholder Services at 1-610-296-8000. Certain
Information Concerning Participants Investors may obtain a detailed
list of names, affiliations and interests of the IKON participants
in the solicitation of proxies of shareholders to approve the
proposed business combination from the proxy statement filed with
the SEC (when it is available). Contact (Japan): Francis Harrison
Ricoh Company, Ltd. Mobile: +81 90 6702 7302 Tel: +81 3 (6278) 4550
Contact (US): Ron Potesky Ricoh Americas Corporation Tel: +1 973
882 2106 Contact (Europe): Javier Diez-Aguirre Ricoh Europe PLC
Tel: +44 (0) 20 7465 1204 (Appendix) Overview of IKON Name of
Corporation: IKON Office Solutions, Inc. Location: Malvern,
Pennsylvania USA Overview of Business: Distribution, support and
service of MFPs, fax, printers and other office equipment, managed
and professional services Fiscal Year End: End of September
Shareholders' Equity: $1,454MM (As of June 30th, 2008) Total Shares
Outstanding: 93,756,635 Shares (As of July 30th, 2008) Consolidated
Revenue: $4,168MM (Fiscal Year ending in September 2007)
Consolidated Total Assets: $3,019MM (As of June 30th, 2008)
Management: Chairman and Chief Executive Officer Matthew J. Espe
Senior Vice President and Chief Financial Officer Robert F. Woods
Employees: Approximately 24,000 (As of June 30, 2008) Locations:
Over 400 in North America and Western Europe Relationship Between
Buyer and Target: Capital Ties: None Personnel Relationship: None
Business Relationship: RICOH supplies MFPs, printers and fax to
IKON Historical Earnings (Consolidated): (Unit: $MM) FYE 9/2005 FYE
9/2006 FYE 9/2007 Revenue 4,377 4,221 4,168 Operating Income 156
194 203 Net Income 61 101 114 Total Assets 3,832 3,231 3,271
Shareholders' Equity 1,570 1,681 1,706 DATASOURCE: Ricoh Company,
Ltd. CONTACT: Japan, Francis Harrison of Ricoh Company, Ltd.,
Mobile, +81-90-6702-7302, +81-3(6278)4550, ; or US, Ron Potesky of
Ricoh Americas Corporation, +1-973-882-2106, ; or Europe, Javier
Diez-Aguirre of Ricoh Europe PLC, +44(0)20-7465-1204, Web site:
http://www.ricoh.com/ http://www.ikon.com/
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