FORM6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of …. | July | ……………………………………………… , | 2019 |
CANON INC. | ||||
(Translation of registrant’s name into English) | ||||
30-2, Shimomaruko 3-Chome, Ohta-ku, Tokyo 146-8501, Japan | ||||
(Address of principal executive offices) |
[Indicate by check mark whether the registrant files or will file annual reports under cover Form20-F or Form40-F.
Form 20-F | X | Form 40-F |
[Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule12g3-2(b) under the Securities Exchange Act of 1934.
Yes | No | X |
[If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule12g3-2(b):82-....................
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CANON INC. | ||
(Registrant) |
Date…. | July 24, 2019 | By....../s/.......... Sachiho Tanino............. | ||||||
(Signature)* | ||||||||
Sachiho Tanino General Manager Consolidated Accounting Division Finance & Accounting Headquarters Canon Inc. |
*Print the name and title of the signing officer under his signature.
The following materials are included.
1. | Notice of Conclusion of Absorption-type Company Split Agreement Regarding Succession of Certain Businesses of Canon Medical Systems Corporation by Company Split (Simplified Absorption-type Company Split) |
July 24, 2019 | ||
Canon Inc. Chairman & CEO: Fujio Mitarai Securities code: 7751 Tokyo (First Section) and other Stock Exchanges | ||
Inquiries: Sachiho Tanino General Manager Consolidated Accounting Div. Finance & Accounting Headquarters +81-3-3758-2111 |
Notice of Conclusion of Absorption-type Company Split Agreement Regarding Succession of
Certain Businesses of Canon Medical Systems Corporation by Company Split
(Simplified Absorption-type Company Split)
Canon Inc. (the “Company”) at a Board of Directors meeting held on July 24, 2019, passed a resolution to conduct an absorption-type company split (the “Absorption-type Company Split”) where the industrial camera business, including those used in medical equipment, operated by Canon Medical Systems Corporation (“CMSC”), the splitting company, will be succeeded to the Company, the succeeding company. Today, an absorption-type company split agreement between the Company and CMSC was concluded as follows.
With an effective date of October 1, 2019, the Company plans to conduct the Absorption-type Company Split without obtaining the approval of shareholders at a shareholders meeting, in accordance with the procedure for a simplified absorption-type company split pursuant to the provisions of Article 796, paragraph 2 of the Companies Act.
As the Absorption-type Company Split is a simplified absorption-type company split that the business operations of a wholly-owned subsidiary of the Company will be succeeded, some disclosure items and details are omitted.
1. | Purpose of the Absorption-type Company Split |
Up until now, the Company and CMSC have operated the component businesses separately in the Medical System Business Unit. The Company decided to succeed the industrial camera business, including those used in medical equipment, of CMSC through the Absorption-type Company Split and consolidate the component businesses into the Company, in order to raise efficiency and expand the business.
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2. | Overview of the Absorption-type Company Split |
1) | Schedule of the Absorption-type Company Split |
Date of the Resolution that was passed at Board of Directors meeting | July 24, 2019 | |
Date of the Absorption-type Company Split Agreement that was concluded | July 24, 2019 | |
Scheduled implementation date of the Absorption-type Company Split (Effective Date) | October 1, 2019 (scheduled) |
Note | 1: | The Company plans to conduct the Absorption-type Company Split without obtaining the approval of shareholders at a shareholders meeting, in accordance with the procedure for a simplified absorption-type company split pursuant to the provisions of Article 796, paragraph 2 of the Companies Act. | ||
Note | 2: | The scheduled implementation date of the Absorption-type Company Split (Effective Date) is subject to change upon the mutual consent of both companies. |
2) | The Method Used for the Absorption-type Company Split |
It is a simplified absorption-type company split in which the Company will be the succeeding company and CMSC will be the splitting company.
3) | Details of the Allocation Pertaining to the Absorption-type Company Split |
The Company holds all of the shares of CMSC, the splitting company. As such, there will be no allocation of monies or any other property as a result of the Absorption-type Company Split.
4) | Handling of Share Options or Bonds with Share Options attached due to the Absorption-type Company Split |
Not applicable.
5) | Capital stock to be Increased or Decreased as a result of the Absorption-type Company Split |
There will be no increase or decrease in the Company’s capital stock as a result of the Absorption-type Company Split.
6) | Rights and Obligations to be Acquired or Assumed by the Succeeding Company |
In accordance with the Absorption-type Company Split Agreement, the assets, liabilities and the contracts related to the industrial camera business, including those used in medical equipment, operated by CMSC will be succeeded to the Company.
7) | Outlook for the Performance of Obligations |
The Company believes it will have no issues in performing obligations on or after the Effective Date of the Absorption-type Company Split.
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3. | Overview of the Parties to the Absorption-type Company Split (as of March 31, 2019) |
Succeeding company | Splitting company | |||||
1) | Trade name: | Canon Inc. | Canon Medical Systems Corporation | |||
2) | Location | 30-2, Shimomaruko3-chome Ota-ku, Tokyo | 1385, Shimoishigami, Otawara, Tochigi | |||
3) | Name and title of representative: | Fujio Mitarai Chairman and CEO | Toshio Takiguchi President and CEO | |||
4) | Nature of Business | Development, manufacture, sale, and service of office equipment, imaging systems, medical systems as well as industrial equipment and other areas | Development, manufacture, sale, and technical service of medical related equipment | |||
5) | Capital | 174,762 million yen | 20,700 million yen | |||
6) | Incorporation date | August 10, 1937 | October 19, 1948 | |||
7) | No. of issued shares | 1,333,763,464 shares | 134,980,000 shares | |||
8) | Fiscal year end | December 31 | December 31 |
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Succeeding company | Splitting company | |||||
9) | Major shareholders and shareholding ratio: | The Master Trust Bank of Japan, Ltd. (Trust Account) 8.53% | Canon Inc. 100.00% | |||
Japan Trustee Services Bank, Ltd. (Trust Account) 5.03% | ||||||
TheDai-ichi Life Insurance Company, Limited 2.66% | ||||||
Barclays Securities Japan Limited 2.41% | ||||||
Mizuho Bank, Ltd. 2.09% | ||||||
(As of December 31, 2018) | ||||||
10) | Financial conditions and operating results for the most recent fiscal year | |||||
Canon Inc. (Consolidated) | CMSC(Non-consolidated) | |||||
Fiscal year | December 31, 2018 | December 31, 2018 | ||||
Net assets | 2,827,602 | 78,639 | ||||
Total assets | 4,899,465 | 248,651 | ||||
Net assets per share (yen) | 2,618.76 | 582.60 | ||||
Net sales | 3,951,937 | 214,690 | ||||
Operating profit | 342,952 | 9,368 | ||||
Recurring profit | - | 9,262 | ||||
Net income attributable to the company | 252,755 | 1,537 | ||||
Net income per share (yen) | 234.09 | 11.39 |
(Millions of yen, except where otherwise noted)
Note 1: | The consolidated financial statements of Canon Inc. have been presented in compliance with U.S. accounting standards, and its net assets and net assets per share represents its shareholders’ equity and shareholders’ equity per share, respectively. | |||
Note 2: | Due to a change in fiscal year end, the above financial results of CMSC are for a period of 9 months. |
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4. | Overview of the Business to be Succeeded |
1) | Details of Business to be Succeeded |
The industrial camera business, including those used in medical equipment, operated by CMSC.
2) | The Operating Results of the Business to be Succeeded (as of December 31, 2018) |
Net sales 2,674 million yen
Note: | Due to a change in fiscal year end, the above financial results of CMSC are for a period of 9 months. |
3) | Assets and Liability Items to be Succeeded, and Respective Amounts Thereof (as of September 30, 2019 projection) |
Assets | Liabilities | |||||
Item | Book value | Item | Book value | |||
Currentassets | 332 | Current liabilities | - | |||
Non-currentassets | 7,763 | Non-current liabilities | 716 | |||
Total | 8,095 | Total | 716 |
(Millions of yen)
Note: | The Amount of assets and liabilities to be succeeded were calculated based on the situation as of July 24, 2019. Therefore, the actual amount of assets and liabilities to be succeeded may differ from those represented above. |
5. | Condition after the Absorption-type Company Split |
Succeeding company | ||||
1) | Trade name: | Canon Inc. | ||
2) | Location | 30-2, Shimomaruko3-chomeOta-ku, Tokyo | ||
3) | Name and title of representative: | Fujio Mitarai, Chairman and CEO | ||
4) | Nature of Business | Development, manufacture, sale, and service of office equipment, imaging systems, medical systems as well as industrial equipment and other areas | ||
5) | Capital: | 174,762 million yen | ||
6) | Fiscal year end: | December 31 |
6. | Outlook |
CMSC is already a consolidated subsidiary of the Company. Therefore, the impact of the Absorption-type Company Split on the Company’s performance is expected to be slight.
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