TOKYO ELECTRON LIMITED

Tokyo Electron Announces Conclusion of Merger Agreement about Absorption-Type Merger (Short-Form Merger) with Tokyo Electron Software Technologies

Tokyo Electron Limited (TEL) announced today that its Board of Directors had adopted a resolution to conclude the merger agreement about the absorption-type merger with Tokyo Electron Software Technologies Limited (TELST), a wholly-owned subsidiary, announced December 19, 2012 (below: the “Merger”), and completed execution of the agreement. 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
TELST was established in 1991, as a subsidiary to develop the software embedded in our Group’s semiconductor production equipment, and has achieved a degree of success in the field of each product to date. However, the importance of group-wide standardized software development will increase in the future, so a decision was made to consolidate the software development division operations into TEL, with consideration that it is optimal to drive them as an important mission of Corporate Development Division.

2. Summary of the Merger
(1) Merger Schedule
Date of Board of Directors resolution: December 19, 2012
Date of execution of the agreement:January 18, 2013
Effective date of merger: 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 TELST. Consequently, no general shareholders’ meeting will be held to approve the Merger.

(2)Merger Form
The Merger will be an absorption-type merger with TEL as the surviving company and TELST as the absorbed company. TELST 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
TELST has not issued any share subscription rights or corporate bonds with share subscription rights.

3. Overview of the Parties to the Merger

As of March 31, 2012

 

 
Surviving Company
Absorbed Company
(1) Company Name
Tokyo Electron Limited
Tokyo Electron Software Technologies Limited
(2) Address
3-1 Akasaka 5-chome, Minato-ku, Tokyo
30-7 Sumiyoshi-cho 2-chome, Fuchu City, Tokyo
(3) Representative Director
Hiroshi Takenaka, President & Representative Director
Kazushi Tahara, President & Representative Director
(4) Business Operation
Semiconductor Production Equipment, FPD/PV Production Equipment, and Electronic Components and Computer Networks
Development of software and control systems for Semiconductor Production Equipment, FPD Production Equipment, and Computer System related devices
(5) Capital Stock
54,961 million yen
250 million yen
(6) Start of Business
(Establishment)
November 11, 1963
(April 6, 1951)
April 1, 1991
(7) Number of Issued Stock
180,610,911
8,000
(8) End of Fiscal Year
March 31
March 31
(9) Major Shareholders and Shareholding Ratio

 

The Master Trust Bank of Japan Ltd. (trust account)
10.79%
Japan Trustee Services Bank, Ltd. (trust account)
8.40%
Tokyo Broadcasting System Holdings, Inc.
4.27%
SSBT OD05 Omnibus Account – Treaty Clients
2.36%
State Street Bank and Trust Company 505225
2.31%

 

 

Tokyo Electron Limited
100%

 

(10) Operating Results and Financial Condition for the Most Recent Fiscal Year (Ended March 2012)
 
 
Tokyo Electron Limited
(Consolidated)
Tokyo Electron Software Technologies Limited
(Non-consolidated)
Net assets
598,602 million yen
949 million yen
Total assets
783,610 million yen
2,755 million yen
Net assets per share
3,275.14 yen
118,639.17 yen
Net sales
633,091 million yen
3,531 million yen
Operating income
60,443 million yen
158 million yen
Ordinary income
64,046 million yen
209 million yen
Net income
36,725 million yen
48 million yen
Net income per share
205.04 yen
6,092.92 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.

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.