Contract Concluded Regarding Transfer of Shares of Consolidated Subsidiary

Transcription

1 December 26, 2012 Contract Concluded Regarding Transfer of Shares of Consolidated Subsidiary As announced by Seiko Holdings Corporation on May 24, 2012, in a Memorandum of Understanding Regarding the Share Transfer of a Consolidated Subsidiary, Seiko Instruments Inc. (SII, President Kunio Kamata, located in Mihama-ku, Chiba City, Chiba Prefecture), a consolidated subsidiary of Seiko Holdings Corporation and Hitachi High-Technologies Corporation (Hitachi High-Tech, President Masao Hisada) reached basic agreement on transferring all of the shares of SII s subsidiary SII NanoTechnology Inc. (SII NanoTech, President Kenji Kawasaki) to Hitachi High-Tech so as to make SII NanoTech a wholly owned subsidiary of Hitachi High-Tech. Regarding the conclusion of a share transfer contract, an extension from the originally scheduled date of July 25, 2012, was announced because the regulatory authorities were still in the process of making investigations relating to the Antimonopoly Act. On December 10, 2012, however, Hitachi High-Tech received notification from the authorities to the effect that no cease and desist order would be issued, so consultations took place with a view to completing the share transfer on January 1, As a result, we are pleased to announce that the parties concerned were able to reach final agreement on the transfer of SII NanoTech s shares and thus concluded the share transfer contract today after approval at the respective party s Board of Director meetings. 1. Reason for the Share Transfer As SHD s electronic components business, SII NanoTech and its subsidiaries have been promoting the development, manufacture, and sale of competitive products in the cutting-edge field of analysis and measurement instruments on the basis of the corporate philosophy of pursuing original technology, using that technology to solve clients problems, and contributing to the development of the company and society. For SHD however, as we aim to achieve more efficient management by promoting selection and concentration, that business have outstanding originality within our group and thus cannot be expected to have a synergetic effect with other businesses in the future. Therefore, it was decided to transfer this business, concentrate our management resources on other businesses, such as watches and electronic components,

2 and thereby aim to strengthen these other businesses and further increase the efficiency of group management. We chose Hitachi High-Tech as the transfer partner, because the company is endeavoring to develop business using its world-class technology and global sales capability and networks. It is promoting the strengthening of management focusing on such fields as life sciences as growth areas. Since the business of Hitachi High-Tech has a close affinity and complementarity with the business of SII NanoTech, and the creation of a synergy can be expected in the manufacture, sale, and service of scientific and medical systems, we believe that through this business transfer it will be possible for SII NanoTech to continuously expand and develop its business in the future. 2.Overview of the Subsidiary to be Transferred (1) Name SII NanoTechnology Inc. (2) Location 8, Nakase 1-chome, Mihama-ku, Chiba-shi, Chiba , Japan (3) Representative Kenji Kawasaki, President & CEO (4) Business lines Development, manufacture and sale of analytic, measurement and observation instruments. (5) Capital 100 million yen (6) Date of establishment Mar. 1, 2000 (Date of corporate separation: Dec. 1, 2003) (7)Principal shareholders Seiko Instruments Inc. 100% Capital SEIKO HOLDINGS CORPORATION 100% (Indirect Ownership) No noteworthy personal exist between SHD and SII NanoTech. Similarly, no noteworthy personal exist (8) Relationship between Seiko Holdings Corporation Personal between individuals associated with SHD associated with the subsidiary to be transferred. A director and an auditor at a subsidiary of SHD respectively serve also as a director and an auditor at SII NanoTech.

3 No noteworthy transactional exist between SHD and SII NanoTech. Similarly, no noteworthy transactional exist between individuals Transactional associated with SHD and individuals or affiliated companies associated with the subsidiary to be transferred. Some subsidiaries of SHD get in stock from SII NanoTech. (9) Three-year operating results and financial condition for the subsidiary to be transferred FY2009 FY2010 FY2011 Total net assets 4,276 million yen 4,338 million yen 4,372 million yen Total assets 21,485 million yen 18,535 million yen 17,127 million yen Shareholders equity per share 71,271 yen 72,302 yen 72,873 yen Net sales 15,222 million yen 15,576 million yen 15,533 million yen Operating income -594 million yen 43 million yen -60 million yen Ordinary income 125 million yen 470 million yen 539 million yen Net income 247 million yen 258 million yen 174 million yen Net income per share 4,126 yen 4,305 yen 2,909 yen Cash dividend per share -yen -yen -yen Note: 1. Operating results and financial condition is a sum of SII NanoTech and its 3 subsidiaries since there are no consolidated numerical data months data is applied for the year ended Mar. 31, 2010 for SII NanoTech and Epolead Service Inc., 3. The end of Dec. is the settlement day for SII NanoTechnology USA Inc. and SII NanoTechnology (Shanghai) Inc. 3.Overview of the Subsidiaries of SII NanoTechnology Inc. to be Transferred 1 Epolead Service Inc. (1) Name Epolead Service Inc. (2) Location 8, Nakase 1-chome, Mihama-ku, Chiba-shi, Chiba , Japan (3) Representative Noritoshi Oishi, President (4) Business lines Analyzers/measuring equipment maintenance and

4 consumable supply sales (5) Capital 50 million yen (6) Date of establishment Mar. 28, 1995 (7)Principal shareholders SII NanoTechnology Inc. 100% Capital SEIKO HOLDINGS CORPORATION 100% (Indirect Ownership) No noteworthy personal exist between SHD and Epolead Service. Similarly, no noteworthy personal Personal exist between individuals or associated with Epolead Service. (8)Relationship between No noteworthy transactional Seiko Holdings Corporation exist between SHD and Epolead Service. Similarly, no noteworthy transactional exist between individuals Transactional associated with SHD and individuals or affiliated companies associated with Epolead Service. Some subsidiaries of SHD and Epolead Service. purchase products and get in stock each other. (9) Three-year operating results and financial condition for the subsidiary to be transferred The contents is included in 2(9)above. 2 SII NanoTechnology USA Inc. (1) Name SII NanoTechnology USA Inc. (2) Location Nordhoff Street, Northridge, CA 91324, U.S.A. (3) Representative Kenji Kawasaki, Chairman (4) Business lines Development, manufacture and sale of X-ray Detector (5) Capital 13.5 million USD

5 (6) Date of establishment Jun. 17, 2005 (7)Principal shareholders SII NanoTechnology Inc. 100% Capital SEIKO HOLDINGS CORPORATION 100% (Indirect Ownership) No noteworthy personal exist between SHD and SII NanoTechnology USA. Similarly, no noteworthy personal Personal exist between individuals or associated with SII NanoTechnology USA. (8) Relationship between No noteworthy transactional Seiko Holdings Corporation exist between SHD and SII NanoTechnology USA. Similarly, no noteworthy transactional exist between Transactional individuals associated with SHD and individuals or affiliated companies associated with SII NanoTechnology USA. Some subsidiaries of SHD and SII NanoTechnology USA. purchase products and get in stock each other. (9) Three-year operating results and financial condition for the subsidiary to be transferred The contents is included in 2(9)above. 3 SII NanoTechnology (Shanghai) Inc. (1) Name SII NanoTechnology (Shanghai) Inc. (2) Location Rm.102, No.2, 690 Bibo Rd., Zhangjiang Hi-Tech Park, Shanghai, China (3) Representative Kenji Kawasaki, President (4) Business lines Measurement and analysis instruments manufacture, sale and after care service (5) Capital 455 thousand USD

6 (6) Date of establishment Sep. 21, 2004 (7)Principal shareholders SII NanoTechnology Inc. 100% Capital SEIKO HOLDINGS CORPORATION 100% (Indirect Ownership) No noteworthy personal exist between SHD and SII NanoTechnology (Shanghai). Similarly, no noteworthy Personal personal exist between individuals or affiliated companies associated with SHD and individuals or affiliated companies associated with SII NanoTechnology (Shanghai). (8) Relationship between No noteworthy transactional Seiko Holdings Corporation exist between SHD and SII NanoTechnology (Shanghai). Similarly, no noteworthy transactional exist between individuals associated with SHD and Transactional individuals or affiliated companies associated with SII NanoTechnology (Shanghai). Some subsidiaries of SHD and SII NanoTechnology(Shanghai). purchase products and get in stock each other. (9) Three-year operating results and financial condition for the subsidiary to be transferred The contents is included in 2(9)above. 4. Overview of the Share Transfer Counterparty (1) Name Hitachi High-Technologies Corporation (2) Location 24-14, Nishi-Shimbashi 1-chome, Minato-ku, Tokyo , Japan (3) Representative Masao Hisada, President, CEO and Director (4) Business lines Manufacture, sale and service of semiconductor

7 manufacturing equipment, chip mounters, FPD HD manufacturing equipment, analytical instruments, electron microscopes and clinical analyzers. Sale of industrial & IT Systems, industrial materials and electronic devices/materials. (5) Capital 7,938 million yen (6)Date of establishment April 12, 1947 (7) Total net assets 253,012 million yen (FY 2011, consolidated) (8) Total assets 442,162 million yen (FY 2011, consolidated) (9)Principal shareholders Hitachi, Ltd % (March 31, 2012) No noteworthy capital exist between SHD and Hitachi High-Tech. Similarly, no noteworthy capital Capital exist between individuals or associated with Hitachi High-Tech. No noteworthy personal exist between SHD and Hitachi High-Tech. Similarly, no noteworthy personal Personal exist between individuals or (10) Relationship between Seiko Holdings Corporation associated with Hitachi High-Tech. No noteworthy transactional exist between SHD and Hitachi High-Tech. Similarly, no noteworthy transactional Transactional exist between individuals or associated with Hitachi High-Tech. Hitachi High-Tech is not party to the Status of interests of SHD. Neither is SHD party to related parties the interests of Hitachi High-Tech, its affiliated companies and associates.

8 5. Number of Shares for Transfer, Transfer Price and Status of Shareholding Before and After Transfer (1) Shareholding prior to transfer 60,000 shares (No. of voting rights: 60,000) (Ownership: 100.0%) (2) Number of Shares for Transfer 60,000 shares (No. of voting rights: 60,000) (Percentage of issued shares: 100.0%) (Transfer price: TBD) (3) Shareholding after transfer 0 shares (No. of voting rights: 0) (Ownership: 0.0%) 6. Schedule (1) Conclusion of the basic agreement May 24, 2012 (2) Conclusion of the share transfer agreement Dec. 26, 2012 (3) Date of share transfer (tentative) Jan. 1, Future Outlook The impact of this share transfer on our consolidated business results is currently being investigated. Notification will be given promptly if any change is necessary to the forecast of our consolidated business results for the fiscal year ending in March 2013 as announced on November 13, (Reference) Consolidated business forecast for FY2012 and Consolidated Financial Results for FY2011 Net Sales Operating Income Ordinary Income Net Income Net income per share FY ,000 9,500 5,000 2,500 Yen million yen million yen million yen million yen FY ,937 million yen 6,733 million yen 1,280 million yen -11,014 million yen Yen