About Konica Minolta

Giving Shape to Ideas

Konica Corporation
May 15, 2003

Conclusion of a Stock Swap Contract for the Management Integration between Konica and Minolta

TOKYO, OSAKA (May 15, 2003) - Konica Corporation (Fumio Iwai, president, TSE4902) and Minolta Co., Ltd. (Yoshikatsu Ota, president, TSE7753) resolved today, May 15, 2003, at the Board of Directors Meetings of both companies and concluded a stock swap contract based on "the letter of intent for the management integration", which is the basic agreement of the management integration through a stock swap, signed on January 7, 2003.

This contract is to be approved at the Ordinary General Shareholders' Meetings to be held on June 25, 2003 for Konica and on June 27, 2003 for Minolta. After getting its approval, Konica and Minolta will swap stocks on August 5, 2003, having Konica as a complete parent company and Minolta as a wholly owned subsidiary. After the stock swap, Konica will become a new integrated holding company, "Konica Minolta Holdings, Inc".

We have already announced the stock swap ratio on January 16, 2003, and we have confirmed, among others, by opinions of our respective financial advisors (Nomura Securities Co., Ltd. for Konica and Daiwa Securities SMBC Co., Ltd. for Minolta) that this ratio need not be changed since there is no significant change in the various prevailing conditions concerning stock swap ratio as agreed upon in "the letter of intent for the management integration".

  1. Stock Swap Ratio:

      Konica Corporation
    (complete parent company)
    Minolta Co., Ltd.
    (wholly owned subsidiary)
    Stock Swap Ratio 1 0.621
  2. Shares to be Issued

    Konica will newly issue 174,008,969 common shares for this stock swap, and for the shareholders in the Minolta's shareholders list (including beneficial shareholders) as of the day immediately before the swap date, Konica will allocate Konica's 0.621 common share for those who own Minolta's one common share. For this transaction, Konica will not pay stock swap grant to the Minolta's shareholders, however, dividend for the newly issued common shares will be calculated from April 1, 2003.

  3. Capital Increase and Capital Reserve

    Konica will not increase its stated capital for the stock swap transactions. Capital reserve will be increased pursuant to Clause 1-2 of Article 288-2 of the Commercial Code of Japan.

  4. Outline of the Companies Concerned in the Stock Swap

        As of March 31, 2003 As of March 31, 2003
    1 Company name Konica Corporation Minolta Co., Ltd.
    2 Business Manufacture and sale of photographic films and papers, photographic processing units, photographic chemicals, copiers, cameras, optical supplies, etc. Manufacture and sale of copiers, printers, cameras, optical units, radiometric instruments, planetariums, etc.
    3 Establishment December 1936 November 1928
    4 Head Office 26-2, 1-chome, Nishi-shinjuku, Shinjuku-ku, Tokyo 3-13, 2-chome, Azuchi-machi, Chuo-ku, Osaka
    5 Representative Fumio Iwai, President Yoshikatsu Ota, President
    6 Capital 37,519 million yen 25,832 million yen
    7 Common stocks issued 357,655,368 shares 280,207,681 shares
    8 Shareholder’s equity 165,730 million yen 86,378 million yen
    9 Total assets 363,817 million yen 269,196 million yen
    10 Fiscal Year End March 31 March 31
    11 Number of employees 4, 032 3,200
    12 Major shareholders and ratio of their shares
    • Japan Trustee Services Bank, Ltd.
    • The Master Trust Bank of Japan, Ltd.
    • UFJ Bank Limited
    • The Bank of Tokyo-Mitsubishi, Ltd.
    • UFJ Trust Bank Limited.
    • The Master Trust Bank of Japan, Ltd.
    • Daido Life Insurance Company
    • Sumitomo Mitsui Banking Corporation
    • Risona Bank, Limited
    • Japan Trustee Services Bank,Ltd.

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