| January 20, 2003 | ||
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| Olympus Optical Co., Ltd. ( Olympus, head office: Shinjuku-ku, Tokyo, President: Tsuyoshi Kikukawa ) today has agreed to acquire additional 100,200 shares in ITX Corporation ( ITX, head office: Chiyoda-ku, Tokyo, President and CEO: Akinobu Yokoo ) from Nissho Iwai Corporation ( Nissho Iwai ). Olympus will own about 22% of shares issued by ITX and will be the biggest shareholder. At the same time, Olympus Group has underwritten convertible bonds issued by ITX.
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| 1. | Reasons for Strengthening the Strategic Relationship | |||||||||||||||||||||||||||
| Olympus has been an important shareholder in ITX since it commenced business in April 2000. As strategic partners, the two companies have worked together to discover and develop new business activities. They have already established joint venture in the fields of next-generation semiconductors and medical devices and have started to consider the commercialization of those businesses.
This strengthening of the strategic relationship will provide opportunities to enhance the corporate value of both companies. Olympus will assign around 20 executives and new business development specialists to ITX in a move designed to speed up the creation and development of innovative and original new businesses by both Olympus and ITX. Two companies will apply their respective strengths to increase the competitiveness of the existing business and the development and expansion of new businesses. In addition to its core competence in the field of OPTO-digital technology ( optical technology, digital imaging technology, microscopic processing technology ), Olympus will also contribute its global marketing capabilities and brand power in the fields of imaging, medical and industrial systems. ITX will contribute its technical expertise in such areas as networking, as well as its capabilities to create new business and to promote business growth. |
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| Olympus | ||||||||||||||||||||||||||||
| Olympus is working to expand its operations, improve its earning power and strengthen its brand potential in three areas in which it has gained large market shares. Those areas are medical technology, especially endoscopes and microscopes, imaging technology, including digital and film cameras, and industrial systems, notably non-destructive testing and semiconductor inspection equipment.
To strengthen the business operations that it has established in these areas in the medium-to long-term perspective, Olympus will invest in and strengthen its own differentiated technologies while actively pursuing integration with outside technologies in such areas as communications and networking. It will also need to accelerate its business evolution by introducing new business models, including solutions and service businesses, as well as new sales channels. Another imperative for Olympus is the expansion of its business portfolio through the steady creation of new businesses with the potential to become core activities in the future. In this way Olympus can adapt to rapid changes in the business and competition environment while maintaining business stability. In its corporate philosophy, ITX identifies a role for itself as one of the companies that will lead Japan's industrial restructuring. Olympus recognizes the value of this philosophy and regards it as crucial to the rapid evolution of its existing businesses, and to the steady creation of new core activities. It has been a strategic shareholder in ITX since it commenced business operations in April 2000 and has worked with ITX to discover, develop and study new joint business activities. The two companies have already started to promote businesses in the areas of next-generation semiconductors and medical devices. They are also working to develop and build business operations in fields that are new for Olympus, such as digital camera solutions, medical information systems, regenerative medicine, ubiquitous networking, and the environment. ( Details are provided later in this press release. ) As a professional in business creation and investment with incubation in the IT field, ITX has created and promoted many new businesses. Olympus views the reinforcement of its relationship and partnership with ITX as crucial to the acceleration of these efforts in the future. |
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| ITX | ||||||||||||||||||||||||||||
| ITX commenced business operations on April 1, 2000, following its separation from Nissho Iwai Corporation as an independent company. It aims to tap the unlimited potential of information technology by discovering, investing in and promoting unique and innovative business activities in the five areas of mobile technology, networking, satellite broadcasting content, electronics and life sciences. Its business model is characterized by an emphasis on business creation and promotion. At the business creation stage, ITX discovers promising new business activities and establishes new companies based on its own ideas in cooperation with Olympus and other powerful partners in Japan and overseas. ITX also invests in newly created businesses in which it is able to play a direct and integral role. At the promotion stage, ITX assigns its own staff and utilizing its affiliates and its partners' networks to help businesses develop and achieve accelerated growth.
Specialized technical knowledge, marketing skills and brand potential are all becoming increasingly important at the discovery, evaluation, investment, start-up and promotion stages of the new business creation process. Olympus is a world leader in optical-digital technology and has global marketing systems and brand power in the fields of imaging, medical systems and industrial systems. ITX saw a strengthened strategic partnership with Olympus as an extremely valuable asset in terms of clarifying its role and strengthening its capabilities as a business creation company. ITX will continue to create and promote new businesses, either independently or with other partners than Olympus, while promoting joint businesses already established with Olympus and working with Olympus to develop many more unique and innovative business activities. |
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| 2. | Summary of Additional Acquisition of ITX Shares and Underwriting of ITX Convertible Bonds Issued by Olympus | |||||||||||||||||||||||||||
| ITX issued convertible bonds to provide funds in an amount of 10 billion Yen for the improvement of the shareholder value of ITX through major investment in the new businesses in the areas of life sciences, networking, electronics and structural reform.
To strengthen its relationship with ITX for the reasons stated above, Olympus has agreed to acquire additional 100,200 ITX shares held by Nissho Iwai Corporation and Olympus Group has underwritten 10 billion Yen in convertible bonds issued by ITX. |
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| 3. | Major Shareholders after Share Movement | |||||||||||||||||||||||||||
| Total number of shares issued and outstanding: 490,240
Major shareholders before the share movement ( as of December 31, 2002 ) |
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| Major shareholders after the share movement ( as of January 30, 2003 ) ( Options not Included ) | ||||||||||||||||||||||||||||
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| After changes to major shareholders ( after conversion of convertible bonds )
Total number of shares issued before conversion: 590,440 ( estimated ) |
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Remarks: In the attached ITX document by rule of stock exchange, ratio of the number of shares held to the total number of shares issued is described in proportion to the voting right of total shareholders. |
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| This release contains material facts as provided for in Section 166 of Japan's Securities and Exchange Law. Please keep in mind that you are prohibited by the Law from conducting sale, purchase or other transactions of the stocks, securities and/or other instruments issued by Olympus until 12 hours pass from the disclosure to the media ( i.e. until about 4:30a.m. of January 21, 2003, Japan Standard Time ). | ||||||||||||||||||||||||||||
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*Olympus Optical Co., Ltd. was changed to OLYMPUS CORPORATION as of October 1, 2003.
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