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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 company’s Board of Directors voted to spin off the company’s 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 TEL’s 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.
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
5. Situation within TEL after Corporate Split-up
There are no changes following the separation in TEL’s 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 TEL’s consolidated and non-consolidated business performance. |
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