Olympus Corporation (“Olympus”) and Japan Industrial Partners, Inc. (“JIP”) hereby announce that today, the parties signed a memorandum of understanding to carveout Olympus’s Imaging business to a new company (“NewCo”) and subsequently transfer its shares to a fund managed, operated or otherwise handled by JIP (the “Transaction”).
After the due diligence and further discussions and negotiations, the parties are aiming to sign a legally- binding definitive agreement for the Transaction (the “Definitive Agreement”) by September 30, 2020. We will promptly make a further announcement if any matters relating to the Transaction that needs further announcement to occur.
1. Background and Purpose of the Transaction
Olympus's Imaging business began with the manufacture and sale of a camera using the photographic lens Zuiko in 1936. Through innovative technology and unique product development capabilities, Olympus has developed and launched various products, aiming to contribute to making people’s lives more fulfilling. Those products include: Olympus Pen, the innovative half-sized camera; Zuiko Pearlcorder, the world's first micro-cassette tape recorder; and Olympus OM-D series, the mirrorless interchangeable lens camera. Olympus has implemented measures to cope with the extremely severe digital camera market, due to, amongst others, rapid market shrink caused by the evolution of smartphones; Olympus has improved the cost structure by restructuring the manufacturing bases and focusing on high-value-added interchangeable lenses, aiming to rectify the earning structure to those that may continue generating profit even as sales dwindles. Despite all such efforts, Olympus’s Imaging business recorded operating losses for 3 consecutive
fiscal years up to the term ended in March 2020.
Under such circumstances, Olympus considers that, by carving-out the Imaging business and by operating the business with JIP, the Imaging business’s corporate structure may become more compact, efficient and agile and it is the most appropriate way to realize its self-sustainable and continuous growth and to bring values to the users of our products as well as our employees working in the Imaging business. Olympus, therefore, has decided to sign the memorandum of understanding for the Transaction.
JIP has strong track records in supporting strategic carve-outs that realize growth potential and encourage autonomous growth. By adding support from JIP, the NewCo, as the successor of reputable brands such as “OM-D” and “ZUIKO,” will utilize the innovative technology and unique product development capabilities which have been developed within Olympus, and will realize continuous growth of the business by bringing better products and services to the users and customers and by making itself a productive and rewarding workplace for its employees.
2. Imaging Business after the Transaction
NewCo will succeed and maintain the research and development functions and manufacturing functions globally as reformed under the contemplated structuring reforms to continue to offer high-quality, highly reliable products; and also continue to provide supports to the imaging solution products that have been distributed by Olympus.
3. Outline of the Transaction
The specifics of the Transaction shall be decided in the Definitive Agreement after careful examination and consultation between the parties. The parties currently consider the outline of the Transaction shall be as follows.
The parties will proceed with the actions and procedures for Transactions in full compliance with applicable laws including consultation obligations and other requirements under local employment laws.
Structure
- Olympus’s Imaging business will be transferred to the NewCo by way of company split or otherwise, and then, shares in the NewCo will be transferred to a new company to be established by JIP.
- Signing of Definitive Agreement: Scheduled to be signed by September 30, 2020
- Closing: Olympus and JIP strive to close the Transaction by December 31, 2020.
Structuring Reform
Prior to the closing of the Transaction, Olympus plans to implement structuring reforms to the Imaging business aiming to change the business structure of Imaging business to be more profitable and sustainable. We are currently investigating costs and other impacts of the structuring reform. If any future event which requires disclosure arises, Olympus will announce it promptly.
I expect more camera manufacturers will fail this year.
With so many events being cancelled, it must be a tough year for pro photographers (I'm not one). I would assume that it will then lead to less purchasing of pro gear.
Olympus has been an innovator when it comes to professional imaging in all-weather, or water proof designs. I am currently working to adapt their weather-sealed macro flash for use on my Canon bodies, because no one else has bothered to make such a system.
More of companies may exit the market in the next year or so.
I’m glad I stuck with canon at this point
On the medical side they are one of the primary most well used supplier of endoscopes and the tools that support them. Very valuable.
They'll still have the vast majority of their business which is in medical diagnostic equipment. Consumer imaging was just a tiny portion of the overall company.
The sadder issue is the potential loss of the Micro 43 format.
I will talk to them in a few weeks and see what their reaction is. I am sure it is not a big impact in the short run but I am sure they will be sad to see no future roadmap for most of the products.
94.5% of their current sales and an improved operating result.
The lens tend to be excellent. Lovely and small.
They just couldn't get around the limits of a micro 4/3 sensor.
They were innovative with their pro mode and moving sensor. Focusing was also pretty good.
Camera's and lens are small and compact (except the E-MX).
I've just about used all systems at this stage and their menu system was by far the worse. Too many options, simple things too hidden in the menu system.
The sensor just counted cope with medium to high ISO. They seemed unable to produce a better one.
When you see what phones can do with a smaller sensor they probably could have done better.
For sure useful for travelling. If the price collapses I might be tempted to get an OM-D E- M1 Mark II or Mark III(that's another thing - crazy naming system - you couldn't even tell another photographer what camera you had).
I have a soft spot for them but I think they never got over their financial scandal
M43, nice knowing you, well...not that nice.Talk about phones replacing cameras, THIS is the format for that.
The mft digitals are an ergonomic catastrophe as well.