August 27, 2008 Ricoh Company, Ltd. today announced that it has reached a definitive agreement with IKON Office Solutions, Inc. to acquire IKON through RICOH’s wholly owned U.S. distribution subsidiary, Ricoh Americas Corporation. The Transaction is supported by both RICOH and IKON and has been approved by the Boards of Directors of the respective organizations.
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.
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.
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