| October 23, 2015: |
Filing criminal charges against a suspect for aiding and abetting Olympus Corporation to submit false annual securities reports. «Summary» The SESC filed charges against the suspect with the Tokyo District Public Prosecutor’s Office for aiding and abetting violations of the Securities and Exchange Act and the Financial Instruments and Exchange Act. The President and Representative Director of Olympus Corporation (“Olympus”) and others of Olympus, in conspiracy, submitted annual securities reports that contained false statements on important matters as described in 1 to 4 below. The suspect, in collaboration with another person, conducted acts as described in (1) to (4) below to aid and abet Olympus to submit false annual securities reports. The details of submission of false annual securities reports by the President and Representative Director of Olympus and others of Olympus are as follows.
Olympus submitted false statements including one that consolidated net assets were 344,871,000,000 yen for the consolidated fiscal year ending March 31, 2007, although actual net assets were about 232,459,000,000 yen, by using methods such as off-balance transactions of financial instruments with unrealized losses. Olympus submitted false statements including one that consolidated net assets were 367,876,000,000 yen for the consolidated fiscal year ending March 31, 2008, although actual net assets were about 250,029,000,000 yen, by using methods such as off-balance transactions of financial instruments with unrealized losses and recording of fictitious goodwill. Olympus submitted false statements including one that consolidated net assets were 168,784,000,000 yen for the consolidated fiscal year ending March 31, 2009, although actual net assets were about 120,852,000,000 yen, by using the same methods as described in 2 above. Olympus submitted false statements including one that consolidated net assets were 216,891,000,000 yen for the consolidated fiscal year ending March 31, 2010, although actual net assets were about 171,371,000,000 yen, by using methods such as recording of fictitious goodwill. The details of conduct by the suspect, in collaboration with another person, for aiding and abetting Olympus to submit false annual securities reports are as follows.
(1)In connection with 1 above, they enabled off-balance transactions of financial instruments with unrealized losses by managing vehicles such as funds to control those unrealized losses. (2)In connection with 2 above, they enabled off-balance transactions of financial instruments with unrealized losses and recording of an estimated value of stock options as goodwill by methods such as managing of the funds described above and having the stock options granted to Axes America LLC (“Axes America”) run by the suspect in the name of financial advisory fees for M&A deals of Olympus. (3)In connection with 3 above, they enabled off-balance transactions of financial instruments with unrealized losses and recording of acquisition prices of warrant purchase rights as goodwill by methods such as the following: managing of the funds described above; creation of money back-flow equivalent to fictitious goodwill by making AXAM INVESTMENTS LTD. (“AXAM”) purchase the stock options and the warrant purchase rights that were granted to Axes America in the name of financial advisory fees for M&A transactions of Olympus; making Olympus purchase the warrant purchase rights at an excessively high price. (4)In connection with 4 above, they enabled Olympus to record a difference between an acquisition price and a book value of preferred shares as fictitious goodwill by making Olympus purchase the preferred shares at an excessively high price around late March 2010. The preferred shares were converted from the stock options, which were granted to Axes America as financial advisory fees for M&A deals of Olympus and transferred from Axes America to AXAM. |
