HOME > News > 2007 > Notice Concerning Spin-Off of RLSA Division through Corporate Separation

News

May 11, 2007

Notice Concerning Spin-Off of RLSA Division through Corporate Separation


Tokyo Electron Limited (TEL) announced today that on May 11, 2007, the companys Board of Directors voted to spin off the companys RLSA Division, effective June 11, 2007. The RLSA Division will be succeeded by the newly established Tokyo Electron Technology Development Institute, Inc. in accordance with the following:



1. Objectives of Corporate Separation

The TEL group has promoted a medium-range strategy of creating and nurturing new businesses. In the RLSA business, the group is making an effort to commercialize RLSA technology, but in order to further strengthen the developmental system for the RLSA business, the division has been spun off from TEL to create a new specialized company.



The new company will conduct its business operations at the R&D center in Miyagi Prefecture that began operating in April 2007, and at the R&D centers in Amagasaki City, Hyogo Prefecture and in Nirasaki City, Yamanashi Prefecture.



* RLSA (Radial Line Slot Antenna) is a new technology that uses a special antenna to generate high-density, low-electron-temperature plasma to respond to the need in semiconductor production to process large-diameter wafers and achieve higher uniformity and greater miniaturization.



2. Overview of Corporate Separation

(1) Schedule

The Board of Directors Meeting for approving corporate separation and establishment of the new company will convene on May 11, 2007

The new company will be registered on June 11, 2007



(2) Method of Corporate Separation

Under the physical separation method, TEL is defined as the separating company and the new company is defined as the succeeding company. At the time of separation, the new company will allocate all the shares it issues to TEL.

(3) Reduction in capital, etc., because of the separation

No reduction in capital will result from the corporate separation.



(4) Handling of subscription rights to new shares of separating company

TEL will not grant subscription rights to shares issued by the new company as replacements for subscription rights investors have for new shares issued by TEL.



(5) Rights and obligations of the succeeding company

The succeeding company will take over all assets, liabilities, and contractual positions related to, and determined to be necessary for conducting the RLSA business.



(6) Outlook concerning Liabilities

It is expected that after the corporate separation, the value of TELs assets will exceed its liabilities. Since the value of assets expected to be taken over by the new company exceeds that of its liabilities, the new company has sufficient assets to cover its liabilities. The outlook, therefore, is for both TEL and the new company to be able to cover their liabilities. Moreover, TEL will accept joint responsibility for the liabilities the new company inherits.



























(Reference) Breakdown of Dividends Paid for Year
Separating company (as of March 31, 2007) New company (scheduled for June 11, 2007)
(1) Trade name Tokyo Electron Limited Tokyo Electron Technology Development Institute, Inc.
(2) Main business activities Purchase, sale, etc., of semiconductor production equipment, etc. Development, manufacture, etc., of semiconductor production equipment, etc.
(3) Date of incorporation April 6, 1951

(Date of establishment: November 11, 1963)

June 11, 2007 (scheduled)
(4) Head Office location Minato-ku, Tokyo Sendai, Miyagi Prefecture
(5) Representative Kiyoshi Sato, President & COO Takaaki Matsuoka, President and Representative Director
(6) Capital 54,961 million yen 100 million yen
(7) Shares issued 180,610,911 shares 2,000 shares
(8) Net assets 327,715 million yen 533 million yen (scheduled)
(9) Total assets 594,933 million yen 545 million yen (scheduled)
(10) Closing date March 31 March 31
(11) Major shareholders and ownership percentages The Master Trust Bank of Japan, Ltd. (Trust Account): 12.32%

Japan Trustee Services Bank, Ltd. (Trust Account): 7.89%

Tokyo Broadcasting System, Inc.: 5.66%

The Chase Manhattan Bank, N.A., London: 3.43%

The Dai-ichi Mutual Life Insurance Company: 2.65%

Tokyo Electron Limited: 100%

4. Outline of Business Division to be Spun Off



(1) Business activities of division to be spun off

Development and production of semiconductor production equipment

(2) Business performance of division to be spun off



RLSA business (a) Business results as of March 31, 2007 (b) Ratio (a/b)
Net sales (million yen) - million yen 720,163 million yen 0%

Assets Liabilities

Item

Book value

Item

Book value

Current assets

45 million yen

Current liabilities

- million yen

Fixed assets

500 million yen

Long-term liabilities

12 million yen

Total

545 million yen

Total

12 million yen


5. Situation within TEL after Corporate Split-up

There are no changes following the separation in TELs trade name, main business activities, head office location, representative, capital, or closing date.



6. Business Performance Outlook as a Result of Split-up

The separation will have little impact on TELs consolidated and non-consolidated business performance.




Back to top