February 22, 2022

Company name

:

OMRON Corporation

Representative

: Yoshihito Yamada, President & CEO

Stock code

:

6645

Stock exchange

:

Tokyo (First Section)

Contact

: Koji Nitto, Senior General Manager

Global Strategy Headquarters

Phone

: +81-75-344-7175

OMRON Corporation and JMDC Inc.

Agree Capital and Business Alliance

OMRON Corporation (hereinafter, "OMRON") and JMDC Inc. (hereinafter, "JMDC") today agreed to conclude an agreement concerning a capital and business alliance (hereinafter, "the Alliance"), and OMRON resolved the acquisition of the issued outstanding common stock of JMDC.

1. Purpose and Rationale for the Alliance

Through our business activities, OMRON Group aims to create a better society by solving social issues. In the healthcare business domain, OMRON's declared mission is: "To help realize healthy and comfortable lives for people around the world", and we aspire to a society with, " zero cardiovascular disease events".

Guided by its corporate philosophy of: "A healthy and prosperous life for all people", JMDC Group aims to realize a sustainable healthcare system by leveraging the power of data and ICT to address social problems such as, "increasing medical expenses", "regional disparities in medical care", "increasing lifestyle-related diseases" and "labor shortages".

Under the Alliance, OMRON and JMDC Groups will jointly develop personalized aggravation and nursing care prevention solutions that support prescription medication treatments and patient lifestyle changes, by predicting the risk of the onset of individual patient events (possibility and timing). We aim to offer these solutions through the analysis of medical data that JMDC Group possesses (such as medical prescriptions and medical examinations) combined with blood pressure, vital signs and levels of physical activity data gathered by OMRON Group.

Both Groups plan to develop core health data platforms to deliver health promotion and aggravation prevention solutions with the goal of Zero Events and making a contribution to balancing longer healthy life expectancy with the optimization of medical costs. In addition, we will partner to accelerate the evolution of our solutions into the fields of disease prevention, pre-symptomatic illness, disease treatment and nursing care. Moreover, as we grow our business in Japan, we will leverage our know-how and solutions for overseas markets. Through these efforts, Both Group aims to realize a vision for the future where we contribute to the improvement of public health around the world and facilitate savings in medical expenses.

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OMRON Group aims to maximize the corporate value of both groups by generating business synergies through the implementation of the above measures while fully respecting the JMDC Group's entrepreneurial corporate culture and management independence.

２．Overview of the Alliance

Both Groups have agreed to implement the following initiatives to develop and expand our businesses, by making the most of their respective management resources and expertise. Moving forward, we will continue to discuss the details of these initiatives.

  1. Areas where we will explore joint business initiatives under the Alliance
    • Strengthen the health data platform
      1. Build health data platform linking OMRON Group's data to JMDC Group
      2. Sales cooperation for JMDC Group's product & services for data collection
    • Development of preventive solutions
      1. Joint development and deployment of lifestyle change support services for patients in primary through to tertiary preventive medicine and nursing care prevention, as well as treatment support and guidance for medical professionals. Co-development of innovative prevention solutions leveraging devices and data.
      2. Development of devices for insurers for supply to the JMDC Group
    • Global expansion of the JMDC Group's business
      1. OMRON Group will support the sales of JMDC Group's products & services in overseas markets
      2. JMDC Group will leverage OMRON Group's overseas business platforms
    • Cross-sellingof device services
      1. Deploying solutions which link personal health records and devices to healthcare providers, insurers, local governments, companies, etc.
      2. Cross-sellingby OMRON Group and JMDC Group's products, services and solutions
  2. Details of the acquisition of JMDC's common stock
    OMRON has agreed to acquire the issued outstanding common stock of JMDC from Noritsu Koki Co., Ltd. which is a major shareholder of JMDC today through the off-market over the counter method ("Acquisition").
    • Number and ratio of shares held after the acquisition of common stock: 18,644,100 shares / 33.0% (ratio to the total number of issued shares as of February 14, 2022)
    • Acquisition Price: ¥111,864 million (6,000 yen per share)
  • Date of closing date of the Acquisition: February 25, 2022 (Planned)
    2
  1. Appointment of Non-Executive Director
    As the result of the Alliance, OMRON will be entitled to recommend one non-executive director ("Nominee Director") to JMDC's Nominating and Compensation Committee, and the JMDC Nomination and Compensation Committee has agreed to appoint the Nominee Director as a Director of JMDC. JMDC will recommend its candidates of directors to its annual general meeting of shareholders for the fiscal year ending March 31, 2022, and thereafter, based on the recommendations of JMDC's Nominating and Compensation Committee.
  2. Establishment of the Alliance Promotion Committee
    OMRON and JMDC have agreed to establish theAlliance Promotion Committee as a body to promote their joint business initiatives. The CEOs of both OMRON and JMDC will participate in this Committee.

3. Overview of the counterparty for the Capital and Business Alliance

(As of December 31, 2021)

(1)

Name

JMDC Inc.

(2)

Location

2-5-5 Shiba Daimon, Minato-ku, Tokyo

(3)

Name and Title of

Yosuke Matsushima, President and CEO

representative

(4)

Business description

Medical statistics data services

(5)

Capital

9,070 million yen

(6)

Date founded

January 31, 2002

(7)

Noritsu Koki Co., Ltd.

48.88%

Yosuke Matsushima

3.41%

Yuta Yamamoto

2.97%

Custody Bank of Japan (Trust Account)

2.92%

MLI FOR CLIENT GENERAL OMNI MON

COLLATERAL NON-TREATY-PB

(Standing proxy BOFA Securities Co., Ltd.)

2.16%

MSIP CLIENT SECURITIES

(Standing proxy Morgan Stanley

MUFG Securities Co., Ltd.)

2.03%

Major shareholders and

CIP AS DEPOSITARY FOR STANDARD LILE

percentage of shares held

INVESTMENT COMPANY GLOBAL SMALLER

COMPANIES FUND

(Standing proxy Citibank, N, A Tokyo branch)

1.62%

The Master Trust Bank of Japan (Trust Account)

1.56%

SSBTC CLIENT OMNIBUS ACCOUNT

(Standing proxy, Hongkong and Shanghai Banking Corporation,

Tokyo Branch Custody Business Department)

1.46%

Reimu Sugita

1.10%

(As of September 30, 2021)

3

(8)

Capital relationship

Not applicable

Relationship between

Personal connections

Not applicable

Providing services to OMRON

OMRON and JMDC

Transactional relationship

Health Insurance Society etc.

Existence of interested parties

Not applicable

(9) Consolidated business results and financial status over past three years

(Millions of yen, unless otherwise specified)

Consolidated Fiscal Year

Fiscal year ended

Fiscal year ended

Fiscal year ended

March 31, 2019

March 31, 2020

March 31, 2021

Net assets

6,117

13,123

28,250

Total assets

18,965

26,944

57,854

Net assets per share (yen)

132.38

252.22

504.59

Net sales

10,064

12,158

16,771

Operating income

1,470

2,215

3,695

Income before income taxes

1,410

2,178

3,636

Net income attributable to owners of

1,010

1,528

2,476

parent

Net income per share (yen)

32.71

29.99

43.48

Dividends per share (yen)

-

-

-

４．Schedule

Date of resolution of the board of directors

February 22, 2022

Date of capital and business alliance agreement conclusion

February 22, 2022

Date of share transfer agreement conclusion

February 22, 2022

Share acquisition date

February 25, 2022 (Planned)

５．Future Forecast

The impact of theAlliance on OMRON's consolidated results for a fiscal year ending March 31, 2022, is expected to be minor. We believe that the Alliance will contribute to an increase in corporate value over the medium to long-term. If the need to revise earnings forecast arises or other information that should be disclosed emerges at a later date, such information will be disclosed promptly.

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Omron Corporation published this content on 22 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 February 2022 06:30:07 UTC.