Announcement on Dissolution of and Debt Relief to the Subsidiary
Tokyo Electron Limited (Tokyo Electron) announces that Tokyo Electron has resolved to implement dissolution of and debt relief to TEL Solar AG (TEL Solar), a consolidated subsidiary, at the Board of Directors' meeting held on March 26, 2015 as stated below.
1. Background of the dissolution and debt relief
Tokyo Electron announced the withdrawal from the photovoltaic panel production equipment (PVE) business in the press release “Notice Regarding Withdrawal from the Photovoltaic Panel Production Equipment Business” dated January 30, 2014. As a further step to withdraw from the PVE business, Tokyo Electron has decided the debt relief with the course to implement dissolution and liquidation of TEL Solar AG after the completion of the major part of the works at customers.
In addition, field support and service activities will still continue to be provided to existing customers by way of transferring such activities to a Tokyo Electron group company.
2. Outline of the consolidated subsidiary
| (1)Company Name | TEL Solar AG | ||||
|---|---|---|---|---|---|
| (2)Address | Hauptstrasse 1a, 9477 Trubbach, Switzerland | ||||
| (3)Name of Representative | Kiyoshi Sato, President | ||||
| (4)Business Operation | Field support of photovoltaic panel production equipment | ||||
| (5)Amount of Share capital | 100,000 Swiss Francs (CHF) | ||||
| (6)Date of Establishment | September 30, 2008 (Note 1) | ||||
| (7)Major shareholders and Shareholding ratio | TEL Solar Holding AG 100% (Note 2) | ||||
| (8)Relationship between Tokyo Electron and TEL Solar | Capital Relationship | TEL Solar is a consolidated subsidiary which Tokyo Electron owns 100% indirectly via TEL Solar Holding AG. | |||
| Personnel Relationship | Two of Five Directors of TEL Solar are common between Tokyo Electron and TEL Solar. | ||||
| Business Relationship | Tokyo Electron covers loss of TEL Solar and lends operating funds to TEL Solar. | ||||
| Whether either company fall within the Related Party of the other | TEL Solar is a consolidated subsidiary of Tokyo Electron. | ||||
| (9)Operating results and financial status of TEL Solar for the latest 3 years (Note3) | |||||
| Fiscal Year | December 2011 | December 2012 | March 2014 | ||
| Net assets | - | (211) | "(20.0)" | (404) | "(46.9)" |
| Total assets | - | 183 | "17.4" | 44 | "5.2" |
| Net assets per share | - | (211,206.85) | "(20.04)" | (404,133.84) | "(46.94)" |
| Sales amount | - | - | - | 11 | "1.3" |
| Operating income | - | - | - | 15 | "1.6" |
| Ordinary income | - | - | - | - | - |
| Net income (loss) | - | - | - | (192) | "(21.0)" |
| Net income (loss) per share | - | - | - | (192,926.99) | "(21.06)" |
| Dividend per share | - | - | - | - | - |
(Note 1) Tokyo Electron acquired all shares of TEL Solar Holding AG (former Oerlikon Solar Holding AG) which is the wholly owning parent company of TEL Solar on November 26, 2012.
(Note 2) TEL Solar Holding AG is a wholly owned consolidated subsidiary of Tokyo Electron.
(Note 3) Numbers are in millions of CHF (double-quoted numbers are in billions of yen); however, for Net assets per share, Net income per share and Dividend per share, numbers are in CHF (double-quoted numbers are in millions of yen). In addition, TEL Solar changed the accounting closing date from December 31 to March 31 in the fiscal year ended March 2014, and its operating results have been included in the consolidated results of Tokyo Electron from the fiscal year. The operating results and financial status of TEL Solar before TEL Solar became a consolidated subsidiary of Tokyo Electron are not described.
3. Schedule of the dissolution
| June – July 2015: | Dissolution and start of liquidation process of TEL Solar (tentative) |
| July 2016: | Completion of liquidation of TEL Solar (tentative) |
4.Details of the debt relief
| (1) Item | Loans receivable |
|---|---|
| (2) Amount | 392 million CHF (49.0 billion yen) |
| (3) Schedule | March 2015 |
5. Future outlook
The allowance for doubtful accounts has been recorded to all the amount of the object loans receivable until the third quarter of the fiscal year ending March 2015 in the non-consolidated accounting of Tokyo Electron.
Additionally, since the amount of provision of allowance for doubtful accounts which was recorded in the fiscal year ended March 2014 in the non-consolidated accounting will be included in deductible expense for tax purpose as loss for the debt relief, a decrease of tax expense of 11.4 billion yen will be expected for the fiscal year ending March 2015. As a result, an increase of the net income of 11.4 billion yen for the consolidated results and an increase of the net income of 13.7 billion yen for the non-consolidated results will be expected and have been included in the press release “Announcement on Financial Forecast” dated March 26, 2015.
Further, the loss related to the dissolution of TEL Solar will be minor one to the consolidated and non-consolidated results for the current fiscal year.
