FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of August 2008
Commission File Number 2 - 68279
RICOH COMPANY, LTD.
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(Translation of Registrant's name into English)
13-1, Ginza 8-Chome, Chuo-ku, Tokyo 104-8222, Japan
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(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.)
Form 20-F X Form 40-F __
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): __ )
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): __ )
(Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(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 Rule 12g3-2(b): 82-__ )
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SIGNATURE
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.
Ricoh Company, Ltd.
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(Registrant)
By: /S/ Zenji Miura
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Zenji Miura
Director, Chief Financial Officer
Corporate Executive Vice President
August 27, 2008
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NEWS RELEASE
RICOH TO ACQUIRE IKON OFFICE SOLUTIONS, INC.
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Tokyo - August 27, 2008 - Ricoh Company, Ltd. (TSE: 7752, "RICOH")(President &
CEO: Shiro Kondo) today announced that it has reached a definitive agreement
with IKON Office Solutions, Inc. (NYSE: IKN, "IKON") to acquire IKON (the
"Transaction") through RICOH's wholly owned U.S. distribution subsidiary, Ricoh
Americas Corporation ("RAC"). The Transaction is supported by both RICOH and
IKON and has been approved by the Boards of Directors of the respective
organizations.
1. BACKGROUND
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."
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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. (See Appendix)
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.
ABOUT RICOH
A global leader in digital office solutions, Ricoh (www.ricoh.com) creates new
value at the interface of people and information, offering a broad range of
digital, networked products, including MFPs, printers, fax machines,
semiconductor related products and digital cameras. With 83,400 employees
worldwide, and $22 billion in revenue, Ricoh is also one of the world's leading
environmentalist companies, committed to sustainable business everywhere.
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ABOUT IKON
IKON Office Solutions, Inc. (www.ikon.com) is the world's largest independent
channel for document management systems and services, enabling customers to
improve document workflow and increase efficiency. IKON integrates best-in-class
copiers, printers and MFP technologies from leading manufacturers and document
management software and systems, to deliver tailored, high-value solutions
implemented and supported by its global services organization - IKON Enterprise
Services. With fiscal year 2007 revenue of $4.2 billion, IKON has approximately
24,000 employees in over 400 locations throughout North America and Western
Europe.
FORWARD LOOKING STATEMENTS
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This announcement, including information included in or incorporated by
reference into this announcement, may contain "forward-looking statements"
concerning RICOH and IKON. Generally, the words "will", "may", "should",
"continue", "believes", "expects", "intends", "anticipates" or similar
expressions identify forward-looking statements. The forward-looking statements
involve risks and uncertainties that could cause actual results to differ
materially from those expressed in the forward-looking statements. Many of these
risks and uncertainties relate to factors that are beyond the companies'
abilities to control or estimate precisely, such as future market conditions and
the behaviors of other market participants, and therefore undue reliance should
not be placed on such statements. Examples of forward-looking statements in this
press release include, but are not limited to, statements regarding the proposed
acquisition of IKON by RICOH, such as the results of the review of the
Transaction by regulatory agencies, and any conditions imposed in connection
with consummation of the Transaction; approval of the Transaction by the
shareholders of IKON; and satisfaction of various other conditions to the
closing of the Transaction. RICOH and IKON assume no obligation to update these
forward-looking statements, except as required pursuant to applicable law.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
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Investors and security holders of IKON are urged to read the proxy statement
regarding the business combination transaction referred to in the foregoing
information, when it becomes available, because it will contain important
information. The proxy statement will be filed with the Securities and Exchange
Commission by IKON. Investors and security holders may obtain a free copy of the
proxy statement (when it is available) and other documents filed by IKON with
the SEC at the SEC's website at www.sec.gov. The proxy statement (when it is
available) and these other documents may also be obtained for free from IKON by
directing a request to Maryanne Messenger in Shareholder Services at
1-610-296-8000.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
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Investors may obtain a detailed list of names, affiliations and interests of
IKON participants in the solicitation of proxies of shareholders to approve the
proposed business combination from the proxy statement filed with the SEC (when
it is available).
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Contact (Japan):
Francis Harrison
Ricoh Company, Ltd.
Mobile: +81 90 6702 7302
Tel: +81 3 (6278) 4550
Francis.harrison@nts.ricoh.co.jp
Contact (US):
Ron Potesky
Ricoh Americas Corporation
Tel: +1 973 882 2106
Ron.potesky@ricoh-usa.com
Contact (Europe):
Javier Diez-Aguirre
Ricoh Europe PLC
Tel: +44 (0) 20 7465 1204
press@ricoh-europe.com
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(Appendix)
OVERVIEW OF IKON
Name of Corporation: IKON Office Solutions, Inc.
Location: Malvern, Pennsylvania USA
Overview of Business: Distribution, support and service of MFPs, fax, printers and other
office equipment, managed and professional services
Fiscal Year End: End of September
Shareholders' Equity: $1,454MM (As of June 30th, 2008)
Total Shares Outstanding: 93,756,635 Shares (As of July 30th, 2008)
Consolidated Revenue: $4,168MM (Fiscal Year ending in September 2007)
Consolidated Total Assets: $3,019MM (As of June 30th, 2008)
Management: Chairman and Chief Executive Officer Matthew J. Espe
Senior Vice President and Chief Financial Officer Robert F. Woods
Employees: Approximately 24,000 (As of June 30, 2008)
Locations: Over 400 in North America and Western Europe
Relationship Between Buyer and Target:
Capital Ties: None
Personnel Relationship: None
Business Relationship: Ricoh supplies MFPs, printers and fax to IKON
Historical Earnings (Consolidated):
(Unit: $MM) FYE 9/2005 FYE 9/2006 FYE 9/2007
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Revenue 4,377 4,221 4,168
Operating Income 156 194 203
Net Income 61 101 114
Total Assets 3,832 3,231 3,271
Shareholders' Equity 1,570 1,681 1,706
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