FORM6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule13a-16 or15d-16 of
the Securities Exchange Act of 1934
| For the month of …. | April | ……………………………………………… , | 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 withRule 12g3-2(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…. | April 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 Regarding Conclusion of Share Exchange Agreement to Make Canon Medical Systems Corporation a Wholly-Owned Subsidiary by Simplified Share Exchange |
| April 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 Regarding Conclusion of Share Exchange Agreement to Make Canon Medical
SystemsCorporation a Wholly-Owned Subsidiary by Simplified Share Exchange
Canon Inc. (the “Company”) at a Board of Directors meeting held on April 24, 2019, and Canon Medical Systems Corporation (CMSC) at a Board of Directors meeting held on April 19, 2019, passed resolutions to conduct a share exchange (the “Share Exchange”) where the Company will be a wholly-owned parent company and CMSC will be a wholly-owned subsidiary of the Company. Today, an agreement as to the Share Exchange was concluded as follows.
With an effective date of July 1, 2019, the Company and CMSC plan to conduct the Share Exchange without obtaining approval at their respective general meeting of shareholders, in accordance with the procedure for a simplified share exchange pursuant to the provisions of Article 796 Paragraph 2 of the Companies Act for the Company and in accordance with the procedure for a summary share exchange pursuant to the provisions of Article 796, Paragraph 1 of the Companies Act for CMSC.
As the Share Exchange is a simplified share exchange that converts a consolidated subsidiary into a wholly-owned subsidiary, some disclosure items and details are omitted.
| 1. | Purpose of Making CMSC a Wholly-Owned Subsidiary through the Share Exchange |
The Company decided to make CMSC a wholly-owned subsidiary through the Share Exchange to flexibly implement its medical business growth strategy for which CMSC plays a central role.
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| 2. | Overview of the Share Exchange |
| 1) | Schedule of the Share Exchange |
Date of Board of Directors meeting (CMSC) | April 19, 2019 | |
Date of Board of Directors meeting (the Company) | April 24, 2019 | |
Date of conclusion of the share exchange agreement | April 24, 2019 | |
Scheduled date for the implementation of the Share Exchange (Effective Date) | July 1, 2019 (scheduled) | |
Date of payment of cash related to the Share Exchange | July 1, 2019 (scheduled) |
| Note | 1: | The Company plans to conduct the Share Exchange without obtaining approval at a general meeting of shareholders, in accordance with the procedure for a simplified share exchange pursuant to the provisions of Article 796 Paragraph 2 of the Companies Act. | ||
| Note | 2: | CMSC plans to conduct the Share Exchange without obtaining approval at a general meeting of shareholders, in accordance with the procedure for a summary share exchange pursuant to the provisions of Article 796, Paragraph 1 of the Companies Act. | ||
| Note | 3: | The scheduled date for the implementation of the Share Exchange (Effective Date) and the date of payment of cash related to the Share Exchange is subject to change upon the mutual consent of both companies. |
| 2) | The Method Used for the Share Exchange |
Under the Share Exchange, CMSC will become a wholly-owned subsidiary and the Company will become a wholly-owned parent company. With an effective date of July 1, 2019, the Company and CMSC plan to conduct the Share Exchange without obtaining approval at their respective general meeting of shareholders, in accordance with the procedure for a simplified share exchange pursuant to the provisions of Article 796 Paragraph 2 of the Companies Act for the Company, and in accordance with the procedure for a summary share exchange pursuant to the provisions of Article 796, Paragraph 1 of the Companies Act for CMSC.
| 3) | Details of the Allocation Pertaining to the Share Exchange |
The Company will pay the amount of 7,000,000,000 yen to the only holder of CMSC common stock other than the Company in exchange for the entire holdings of CMSC common stock.
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| 4) | Handling of Share Options or Bonds with Share Options attached due to the Share Exchange |
Not applicable.
| 3. | Approach to calculating details of the allocation pertaining to the Share Exchange |
In calculating details of the allotment pertaining to the Share Exchange, the Company and CMSC both requested PwC Advisory LLC (PwC), an independent third-party appraisal firm, to evaluate the equity value of CMSC common stock.
PwC employed the comparable company method on grounds that it is possible to draw an analogy of equity value through similar company analysis, assuming there were multiple exchange-listed firms comparable to CMSC. Additionally, to reflect the valuation of future business activities, the discounted cash flow method was used to value CMSC common stock.
The Company and CMSC use the results of the calculated equity valuations conducted by the independent third-party as reference in discussions between the two companies and decided to make a payment to the only holder of CMSC common stock other than the Company in the amount of 7,000,000,000 yen in exchange for the entire holdings of CMSC common stock.
Note, in financial projections, neither a significant increase nor a significant decrease in profit was assumed in the stock price calculation.
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| 4. | Overview of the Parties to the Share Exchange (as of March 31, 2019) |
| Wholly-owning parent company resulting from a share exchange | Wholly-owned subsidiary resulting from a share exchange | |||||
| 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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| Wholly-owning parent company resulting from a share exchange | Wholly-owned subsidiary resulting from a share exchange | |||||
| 9) | Major shareholders and shareholding ratio: | The Master Trust Bank of Japan, Ltd. (Trust Account) 8.53% | Canon Inc. 99.00% | |||
| Canon U.S.A., Inc. 1.00% | ||||||
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 accounting period, CMSC’s fiscal year results are for a period of 9 months. | |||
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| 5. | Condition after the Share Exchange |
| Wholly-owning parent company resulting from a share exchange | ||||
| 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 Share Exchange on the Company’s performance is expected to be slight.
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