FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

[Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

[If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82-....................

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

*Print the name and title of the signing officer under his signature.

The following materials are included.

Notice Regarding Conclusion of Share Exchange Agreement to Make Canon Medical

Systems Corporation a Wholly-Owned Subsidiary by Simplified Share Exchange

Canon Inc. (the “Company”) at a Board of Directors meeting held on April 24, 2019, and Canon Medical Systems Corporation (CMSC) at a Board of Directors meeting held on April 19, 2019, passed resolutions to conduct a share exchange (the “Share Exchange”) where the Company will be a wholly-owned parent company and CMSC will be a wholly-owned subsidiary of the Company. Today, an agreement as to the Share Exchange was concluded as follows.

With an effective date of July 1, 2019, the Company and CMSC plan to conduct the Share Exchange without obtaining approval at their respective general meeting of shareholders, in accordance with the procedure for a simplified share exchange pursuant to the provisions of Article 796 Paragraph 2 of the Companies Act for the Company and in accordance with the procedure for a summary share exchange pursuant to the provisions of Article 796, Paragraph 1 of the Companies Act for CMSC.

As the Share Exchange is a simplified share exchange that converts a consolidated subsidiary into a wholly-owned subsidiary, some disclosure items and details are omitted.

The Company decided to make CMSC a wholly-owned subsidiary through the Share Exchange to flexibly implement its medical business growth strategy for which CMSC plays a central role.

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Under the Share Exchange, CMSC will become a wholly-owned subsidiary and the Company will become a wholly-owned parent company. With an effective date of July 1, 2019, the Company and CMSC plan to conduct the Share Exchange without obtaining approval at their respective general meeting of shareholders, in accordance with the procedure for a simplified share exchange pursuant to the provisions of Article 796 Paragraph 2 of the Companies Act for the Company, and in accordance with the procedure for a summary share exchange pursuant to the provisions of Article 796, Paragraph 1 of the Companies Act for CMSC.

The Company will pay the amount of 7,000,000,000 yen to the only holder of CMSC common stock other than the Company in exchange for the entire holdings of CMSC common stock.

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Not applicable.

In calculating details of the allotment pertaining to the Share Exchange, the Company and CMSC both requested PwC Advisory LLC (PwC), an independent third-party appraisal firm, to evaluate the equity value of CMSC common stock.

PwC employed the comparable company method on grounds that it is possible to draw an analogy of equity value through similar company analysis, assuming there were multiple exchange-listed firms comparable to CMSC. Additionally, to reflect the valuation of future business activities, the discounted cash flow method was used to value CMSC common stock.

The Company and CMSC use the results of the calculated equity valuations conducted by the independent third-party as reference in discussions between the two companies and decided to make a payment to the only holder of CMSC common stock other than the Company in the amount of 7,000,000,000 yen in exchange for the entire holdings of CMSC common stock.

Note, in financial projections, neither a significant increase nor a significant decrease in profit was assumed in the stock price calculation.

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(Millions of yen, except where otherwise noted)

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CMSC is already a consolidated subsidiary of the Company. Therefore, the impact of the Share Exchange on the Company’s performance is expected to be slight.

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