Nikon 2015 Annual Report Download - page 71

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NIKON REPORT 2015
Financial and Corporate Data
19. Compensation Income for Expropriation
In the scal year ended March 31, 2014, responding to a request for expropriation related to the construction of the new Yokohama National
Highway No. 468 by the Ministry of Land, Infrastructure, Transport and Tourism and the construction of the Yokohama-Fujisawa road by the
city of Yokohama, part of the land of the Yokohama Plant was transferred to the Ministry of Land, Infrastructure, Transport and Tourism. The
Company received compensation income for the expropriation accordingly.
20. Subsequent Events
(1)Appropriations of Retained Earnings
The following appropriation of retained earnings at March 31, 2015 was approved at the Company’s shareholders’ meeting held
on June 26, 2015:
Millions of Yen
Thousands of
U.S. Dollars
2015 2015
Year-end cash dividends, ¥22.00 ($0.18) per share ¥8,728 $72,630
(2)Business Combination through Acquisition
On May 22, 2015, the Company (hereafter, “Nikon”) acquired the
entire issued and to be issued share capital of Optos Plc (hereafter
“Optos”) in cash by means of a court-sanctioned scheme of arrange-
ment of Optos under Part 26 of the Companies Act 2006 in the
United Kingdom and converted it into a wholly owned subsidiary.
(a) Summary of Business Combination
1. Name and Business of Acquired Company
Name of Company: Optos Plc
(Headquarters: Scotland, United Kingdom,
CEO: Roy Davis)
Description of Business: Provider of retinal diagnostics solutions
to optometrists and ophthalmologists
2. Primary Reasons for Business Combination
(i) Establishment of a signicant footprint into the medical seg-
ment, with a platform for future expansion
Nikon will enter and construct a rm business foundation in
the medical segment by the proposed acquisition of Optos.
By combining Nikon’s core competence in optical technolo-
gies with Optos’ imaging and diagnostics business, Nikon will
expand its medical business in the areas of internal diagnos-
tics, ophthalmology treatment, and regenerative medicine.
Therefore, the acquisition of Optos allows Nikon to build
an integrated platform to link the diagnostic and treatment
platforms.
(ii) Signicant collaboration opportunities in product
development, research, and manufacturing
There is a strong potential to offer ophthalmologists compet-
itive tools for enhanced disease diagnosis and a signicant
opportunity in combining Ultra Wide-Field (“UWF”)
technologies with Optical Coherence Tomography (“OCT”)
imaging technology.
Doing so will accelerate the development of high-precision,
reliable, and non- or low-invasive medical devices.
In addition, the acquisition will allow Nikon to present
numerous additional collaboration opportunities in global
sales, joint R&D, and manufacturing.
(iii) Expansion of Nikon’s regenerative medical business
Since 2007, Nikon has been developing technologies to man-
ufacture and distribute the cell incubator and monitoring sys-
tems for live cells (including iPS cells).
Moreover, in order to develop a regenerative treatment for
retinal disease (e.g. age-related macular degeneration) by using
iPS cells, Nikon invested in Healios K.K. in August 2013.
By combining Optos’ expertise and technology with Nikon’s
products and technology, Nikon expects to strengthen the
foundation for the expansion of the regenerative medical
business.
3. Date of Business Combination
May 22, 2015
4. Legal Form of Business Combination
Acquisition of shares
5. Percentage of Voting Rights Acquired
100%
6. Primary Basis for Determination of Acquiring Company
Nikon paid cash in consideration for acquiring 100% of the
voting rights of Optos, which became a consolidated subsidiary.