Olympus 2015 Annual Report Download - page 58

(3) Class and number of shares to be issued upon exercise of stock acquisition rights
38,700 shares of common stock of the Company
(4) Qualified beneficiaries
24 in total (5 Directors and 19 Executive Officers of the Company)
(5) Period of exercise of the stock acquisition rights
From July 14, 2015 to July 13, 2045
(6) Proceeds upon exercise of stock acquisition rights
The amount is determined by multiplying the exercise price of ¥1 per share by the number of shares granted.
(7) Method to calculate amount to be paid in for stock acquisition rights granted
The amount to be paid in shall be determined by the Board of Directors of the Company based on the fair value calculated using
theBlack-Scholes model as of the date of stock acquisition rights granted. The said amount shall be offset against the remuneration
claims of each Director and Executive Officer.
(8) Amount to increase common stock upon exercise of stock acquisition rights
The amount of the increase in common stock in the case that shares are issued due to the exercise of the stock acquisition rights
shall be determined by multiplying the maximum increase in common stock, etc., calculated in accordance with Article 17, Paragraph
1 of the Ordinance on Accounting of Companies by 0.5. If any fractional amounts less than ¥1 occur as a result of this calculation, the
said amounts will be rounded up to the nearest yen.
The amount of the increase in legal capital surplus in the case that shares are issued due to the exercise of offered stock acquisi-
tion rights shall be determined by deducting the increase in common stock stipulated above from the maximum increase in common
stock, etc.
35. Supplemental Information
Future Circumstance
Following the Company’s announcement on November 8, 2011 concerning its deferral of recognition of losses on securities investments,
etc., investigations by overseas investigative authorities, supervisory bodies and other public bodies (including those in the United Kingdom
and the United States) remain ongoing. The consolidated financial statements may be corrected if any further material facts come to light
during such investigations in the future.
In addition, in conjunction with the Company’s deferral of recognition of losses mentioned above, the investigation by the UK Serious
Fraud Office that had been ongoing is now completed and on September 3, 2013 prosecution was brought against the Company and its
subsidiary Gyrus Group Limited (“GGL”) on charges of breaching Section 501 of the UK Companies Act of 2006 in relation to the explanation
made to the auditors of GGL subsidiaries concerning the documents related to GGL’s financial accounts. The trial of this case is currently
ongoing in the UK courts.
The effect of this prosecution on the financial results of the Company is uncertain since its financial impact is not estimable at this stage.
(2) Absorption-type merger
(i) Name of companies involved in the merger and description of their business
Names of companies
Olympus Imaging Corp.
Description of business Manufacture and sales of digital cameras and others
Total assets ¥39,298 million ($327,483 thousand)
Liabilities ¥30,485 million ($254,042 thousand)
Net assets ¥8,813 million ($73,442 thousand)
Olympus Intellectual Property Services Co., Ltd.
Description of business Research, analysis, and management related to intellectual property rights
Total assets ¥269 million ($2,242 thousand)
Liabilities ¥156 million ($1,300 thousand)
Net assets ¥113 million ($942 thousand)
(ii) Date of business combination
April 1, 2015
(iii) Legal form of business combination
Absorption-type merger in which the Company is a surviving company, and Olympus Imaging Corp. and Olympus Intellectual
Property Services Co., Ltd. are absorbed companies
(iv) Name of company after combination
Olympus Corporation
(3) Description of transaction including purpose of the transaction
The Company seeks to promote its medium-term vision, further advance One Olympus to achieve further growth under its next
medium- and long-term management plan, and achieve optimal allocation and maximum utilization of Companywide management
resources. To this end, the Company reviewed its business unit structure and other aspects in the Medical Business and Imaging
business, and consequently conducted a reorganization between itself and two companies: namely the medical systems business
unit, Olympus Medical Systems Corp., and the Imaging business unit, Olympus Imaging Corp. Moreover, in addition to the above
reorganization, the Company also took steps to streamline the Group’s intellectual property operations, and strengthen their func-
tions, by conducting an absorption-type merger with its wholly owned subsidiary Olympus Intellectual Property Services Co., Ltd. at
the same time.
2. Outline of accounting treatment applied
These transactions were treated as transactions under common control in accordance with the “Accounting Standard for Business
Combinations” (ASBJ Statement No. 21, September 13, 2013) and “Guidance on Accounting Standard for Business Combinations and
Business Divestitures” (ASBJ Guidance No. 10, September 13, 2013).
(2) Granting of Share-Based Compensation Stock Options
The Company made a resolution at its Board of Directors’ meeting held on June 26, 2015 to allot stock acquisition rights (The third series
ofstock acquisition rights of Olympus Corporation) as share-based compensation stock options to Directors (excluding Outside Directors)
andExecutive Officers for the purpose of incentivizing them to work for medium- to- long-term performance improvement and corporate
value enhancement.
(1) Date of rights granted
July 13, 2015
(2) Number of stock acquisition rights to be issued
Directors (excluding Outside Directors) 119
Executive Officers 268
Total 387
Notes to the Consolidated Financial Statements
113
OLYMPUS Annual Report 2015
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