Tokyo Electron Announces Absorption-Type Merger (Short-Form Merger) with Tokyo Electron Technology Development Institute
Tokyo Electron Limited (TEL) announced today that its Board of Directors had adopted a resolution to merge with and consolidate Tokyo Electron Technology Development Institute, Inc. (TDI), a wholly-owned subsidiary, effective April 1, 2013 (below: the “Merger”) and commenced the merger proceedings. Since the Merger is with a wholly-owned subsidiary, short-form merger proceedings will be conducted and some disclosure items and details will be omitted.
1. Purpose of the Merger
TDI was established as a subsidiary in 2007 for the purpose of accelerating development of and quickly commercializing, as well as possibly manufacturing products using RLSA™ technologies.
A degree of success was received with development and manufacture of RLSA™ etch systems, operations which were transferred to Tokyo Electron Miyagi Limited on October 1. TEL decided that, following consolidation of the remaining development of RLSA™ CVD systems, plasma doping systems, organic EL production equipment, and other development with RLSA™ technologies into Corporate Development Division, further concentration on application technology development would be optimal.
2. Summary of the Merger
(1) Merger Schedule
Date of Board of Directors resolution: December 19, 2012
Effective date of merger (planned): April 1, 2013
Note: The Merger will be a short- form merger as specified in Article 796, Paragraph 3 of the Companies Act for TEL and a short-form merger as specified in 784, Paragraph 1 of the Companies Act for TDI. Consequently, no general shareholders’ meeting will be held to approve the Merger. And a timely disclosure will be made afresh in time of conclusion of the merger agreement.
(2) Merger Form
The Merger will be an absorption-type merger with TEL as the surviving company and TDI as the absorbed company. TDI will be liquidated.
(3) Details of Allocations in Relation to the Merger
No shares or monies will be allocated in relation to the Merger.
(4) Procedures Relating to Share Subscription Rights and Corporate Bonds with Share Subscription Rights of the Absorbed Company
TDI has not issued any share subscription rights or corporate bonds with share subscription rights.
3. Overview of the Parties to the Merger
Surviving Company
|
Absorbed Company
|
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(1) Company Name |
Tokyo Electron Limited
|
Tokyo Electron Technology Development Institute, Inc.
|
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(2) Address |
3-1 Akasaka 5-chome, Minato-ku, Tokyo
|
2-1 Osawa 3-chome, Izumi-ku, Sendai City, Miyagi
|
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(3) Representative Director |
Hiroshi Takenaka, President & Representative Director
|
Satoru Kawakami, President & Representative Director
|
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(4) Business Operation |
Semiconductor Production Equipment, FPD/PV Production Equipment, and Electronic Components and Computer Networks
|
Development and manufacture of Semiconductor Production Equipment
|
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(5) Capital Stock |
54,961 million yen
|
100 million yen
|
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(6) Start of Business (Establishment) |
November 11, 1963
(April 6, 1951) |
June 11, 2007
|
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(7) Number of Issued Stock |
180,610,911
|
132,000
|
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(8) End of Fiscal Year |
Last day of March
|
Last day of March
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(9) Major Shareholders and Shareholding Ratio |
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(10) Operating Results and Financial Condition for the Most Recent Fiscal Year (Ended March 2012)
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Tokyo Electron Limited
(Consolidated) |
Tokyo Electron Technology
Development Institute, Inc. (Non-consolidated) * |
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Net assets |
598,602 million yen
|
△3,267 million yen
|
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Total assets |
783,610 million yen
|
7,552 million yen
|
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Net assets per share |
3,275.14 yen
|
△24,755.67 yen
|
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Net sales |
633,091 million yen
|
10,938 million yen
|
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Operating income |
60,443 million yen
|
△2,237 million yen
|
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Ordinary income |
64,046 million yen
|
△2,258 million yen
|
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Net income |
36,725 million yen
|
△1,602 million yen
|
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Net income per share |
205.04 yen
|
△12,139.26 yen
|
Note: The surviving company is a company which calculates the distributable amount on preparation of financial statements by Article 158, paragraph (4) of the Ordinance on Company Accounting.
* Tokyo Electron Technology Development Institute, Inc. underwent an absorption-type company split with Tokyo Electron Technology Development Institute, Inc. as the splitting company and Tokyo Electron Miyagi Limited as the successor company, effective October 1, 2012, and RLSA™ etch system development and manufacturing operations were transferred to Tokyo Electron Miyagi Limited. Therefore, as of October 1, 2012, Tokyo Electron Technology Development Institute, Inc.’s net assets were 152 million yen, total assets were 4,272 million yen, and net assets per share were 1,157.47 yen.
4. Status of Surviving Company following the Merger
No changes will be made to TEL’s company name, head office location, representative titles or names, business activities, capital, or fiscal year as a result of the Merger.
5. Future Outlook
Since the Merger is a merger with a wholly-owned subsidiary of TEL, there will be no impact on TEL’s consolidated financial results.