Toshiba Tec and IBM Announce Initial Closing of Acquisition of IBM's Retail Store Solutions Business and Formation of Toshiba Global Commerce Solutions

- Toshiba Global Commerce Solutions Operations Begin in USA, Canada, Mexico and Australia -

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Aug 01, 2012, 02:00 ET

TOKYO and ARMONK, N.Y., Aug. 1, 2012 /PRNewswire/ -- Toshiba Tec Corporation (TSE: 6588) and IBM (NYSE: IBM) today announced the initial closing of the transaction in which Toshiba Tec will acquire IBM's Retail Store Solutions (RSS) business. The agreement was announced on April 17, 2012.

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Toshiba Tec has established Toshiba Global Commerce Solutions Holdings Corporation, a holding company, of which Toshiba Tec holds 80.1 percent ownership and IBM holds 19.9 percent ownership. Under the holding company, Toshiba Tec also has established Toshiba Global Commerce Solutions, which has begun business operations in four countries: the United States, Canada, Mexico and Australia. Toshiba Global Commerce Solutions has its headquarters in Research Triangle Park, N.C., and is led by Steven D. Ladwig, President & CEO, Toshiba Global Commerce Solutions, Inc. With the newly formed subsidiaries, Toshiba Tec has become the world's leading integrated in-store solutions company, offering products and solutions that provide new value to customers.

Approximately 500 IBM RSS employees are joining local subsidiaries in the U.S., Canada, Mexico and Australia under the holding company. Subsequent closings will occur in other countries over time, subject to the satisfaction of regulatory requirements and customary closing conditions, as well as local agreements and the employee information and consultation process.

As part of the transaction, Toshiba Tec and IBM will enter into a multi-year agreement where Toshiba Tec will join IBM's Smarter Commerce business partner program as a Premier Business Partner for Smarter Commerce. This agreement will help ensure that IBM's portfolio of enterprise-level Smarter Commerce solutions and services, which extends from the corporate data center to the local retail store, and Toshiba Tec's customer-facing retail store solutions, are available to customers worldwide to meet the growing demand for multi-channel commerce.

"Today represents a significant milestone in the history of Toshiba Tec as IBM's RSS business becomes part of our company and Toshiba Tec will become an IBM Premier Business Partner for Smarter Commerce," said Mamoru Suzuki, president and CEO, Toshiba Tec. "Toshiba Global Commerce Solutions will allow Toshiba Tec to establish a leading global company offering high quality solutions to the retail market. Our goal is to delight our customers as we continue to expand our presence in the worldwide retail market."

"As we have seen over the first half of the year, consumer expectations are rising for flawless retail experiences that extend from the store floor to their favorite mobile device," said Craig Hayman, general manager, Industry Solutions, IBM Software Group. "By partnering with Toshiba Global Commerce Solutions, we combine IBM's enterprise offerings with a strong suite of in-store products, expanding our Smarter Commerce capabilities to provide multi-channel buying solutions for the growing Smarter Commerce market opportunity."

"Today Toshiba Global Commerce Solutions begins business operations in the U.S., Mexico, Canada and Australia," said Steven D. Ladwig, President & CEO, Toshiba Global Commerce Solutions, Inc. "We're thrilled with the opportunity to combine the strengths of two respected IT leaders, and we look forward to serving a global clientele with innovative, integrated, in-store retail solutions."

Additional Transaction Details
For the purchase price of $850 million USD, Toshiba Tec Corporation made the first payment to IBM today of a portion of the aggregate purchase price and will pay a second portion on the first anniversary of the closing. The remaining portion will be paid on the third anniversary in exchange for IBM's 19.9 percent equity interest in Toshiba Global Commerce Solutions Holding Corporation. Thereby, it is intended that Toshiba Global Commerce Solutions Holdings Corporation will become a wholly owned subsidiary of Toshiba Tec.

Overview of Holding Company