Ricoh Printing Systems America, Inc. (“RPSA”), a Delaware-incorporated company announces that on April 30, 2020, its Board of Directors has resolved to merge its wholly-owned subsidiary Anajet, Inc., a California-incorporated company, in an absorption-type of merger (the “Merger”), effective as of June 1, 2020 as follows.
1. Purpose of the Merger
As Ricoh Company, Ltd. (RCL) has been conducting a reorganization of the North America DTG business, RCL has decided on the Merger to pursue greater efficiency in management of subsidiaries. The Merger allows for more efficient synergies among Ricoh divisions, reduced overhead, and more streamlined work processes through consolidation of the division’s management team.
2. Summary of the Merger
(1) Timeline
Merger resolution by the Board of Directors — April 30, 2020
Date of the Merger agreement — April 30, 2020
Date of the Merger (the effective date) — June 1, 2020 (planned)
(2) Merger method
Short-form merger of the parent company, RPSA, absorbing its wholly-owned subsidiary, Anajet, pursuant to Delaware Corporation Code § 253. Anajet, Inc. will be dissolved as of the merger date.
(3) Allotment of shares and other assets upon the Merger
Not applicable
(4) Treatment of stock acquisition rights and bonds with stock acquisition rights of the merged companies
Not applicable
3. Outline of the Companies Subject to the Merger
4. Situation After the Merger
RPSA’s trade name, address, name and title of representative, nature of business, share capital and fiscal year-end will remain unchanged after the Merger.
5. Future Outlook & Impact on Customers
As the Merger involves a merger of RPSA’s wholly-owned subsidiary, the impact of the Merger on RPSA’s consolidated financial results will be minor. All products, services, warranties, company contact information, and business hours remain the same, with Anajet’s full Technical Support and Customer Care teams available to provide regular services. A list of Frequently Asked Questions designed to address customer concerns is available: https://anajet.com/merger.