Toshiba Tec and IBM Announce Acquisition of RTP-based Unit

8/3/2012

ARTICLE by the Durham Herald-Sun

Toshiba Tec Corp. made its first payment in the $850 million deal to buy the IBM Corp. business unit that designs, develops and markets point-of-sale technology used in store checkout lanes.

Toshiba Tec and IBM said in a joint announcement on Wednesday that they’ve set up a holding company that’s majority owned by Toshiba Tec under which the Research Triangle Park-based subsidiary Toshiba Global Commerce Solutions has begun business operations in the United States, Canada, Mexico, and Australia.

About 500 employees have transferred to the new company, said Leo Suarez, senior vice president for worldwide marketing and strategy Toshiba Global Commerce Solutions.

In the Research Triangle Park, the unit employs about 250 people, Suarez said. Previously, an IBM official had said there were 330 people in the RTP former IBM unit, but Suarez said that is the number of people assigned to the RTP site, but not all are necessarily living in the area.

“The entire IBM RSS employee population for the four countries has been offered equivalent positions in the new company,” Suarez said in an email message. “In other words, (there was) no change in employee population. The entire executive team has also moved over to the new company – again, no changes in the leadership team.”

The newly formed company is also located in the same location on the IBM campus off Cornwallis Road in the Research Triangle Park.

Suarez said that while the company is leasing the same space on the IBM campus, access is restricted to the Toshiba Global Commerce Solutions facility.

“In other words TGCS employees cannot access the rest of the IBM campus, and IBMers cannot gain access into the TGCS building. So essentially while we are in the same locale, we operate independently,” Suarez said in an email message. “We chose this setup because it provides us with minimal disruptions in setting up operations quickly that a major move to another facility would cause.”

This was the first wave of locations included in the closing, Suarez said. There are expected to be additional closings in other countries, subject to certain regulatory requirements and other steps, according to the release.

To complete the purchase, the plan is for Toshiba Tec to make a second payment, and then a final payment in exchange for IBM’s ownership stake in the holding company, according to the release.

According to the news release, Toshiba Tec now has an 80.1 percent ownership stake, and IBM owns 19.9 percent.

In addition, Toshiba Tec and IBM are also to enter into a multiyear agreement in which Toshiba Tec will join IBM’s Smarter Commerce business partner program.

Media Contact

Laura Oleniacz
loleniacz@heraldsun.com
919-419-6636

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PRESS RELEASE by IBM

TOKYO, JAPAN and ARMONK, N.Y. - 01 Aug 2012: 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.

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

• Company Name: Toshiba Global Commerce Solutions Holdings Corporation
• Address: Shinagawa-ku, Tokyo, JAPAN
• Capital: $403 million USD
• Representative: Masato Yamamoto, President
• Shareholders: Toshiba Tec - 80.1 percent, IBM - 19.9 percent

Overview of the newly-formed company (U.S.)

• Address: Research Triangle Park, North Carolina worldwide headquarters
• Company Name: Toshiba Global Commerce Solutions, Inc.
• U.S. employees: Approximately 450
• Chief Executive Officer: Steven D. Ladwig
• URL: http://www.toshibagcs.com/

Contact Information

Nancy Riley
IBM Media Relations
1 (770) 565-4132
nriley@us.ibm.com