Ferrotec : Notice of the Acquisition of Cosmo Science Inc., a Contract Manufacturer of Vacuum Equipment picture_as
News Release: Ferrotec Holdings Corporation (6890 TSE Standard) Notice of the Acquisition of Cosmo Science Inc., a Contract Manufacturer of Vacuum Equipment Ferrotec Holdings Corporation (Representative Director: He Xian Han; hereinafter “the Company”) announces that on, March 16, we concluded a contract for acquiring 100% of the shares of Cosmo Science Inc. (Headquarters: Hiratsuka City, Kanagawa Prefecture; Representative Director: Akinori Matsuo; hereinafter “Cosmo Science”), a contract manufacturer of vacuum equipment for semiconductor and FPD manufacturing equipment manufacturers, through our consolidated subsidiary, Ferrotec Material Technologies Corporation (Representative Director: Naoyasu Yorita; hereinafter “FTMT”), and completed the acquisition of said shares on April 3. 1. Purpose of this transaction As a core product in the semiconductor equipment-related business segment, the Company manufactures vacuum feedthroughs for semiconductor manufacturing equipment at FTMT and the subsidiaries of the Company in the United States, China, and other countries, and has occupied a top-class global market share. In addition, the Company undertakes the business of undertaking the processing of metal for vacuum chambers, robot parts and other products for semiconductor manufacturing equipment, mainly at the subsidiaries of the Company in China and the United States. From the viewpoint of further growth and the dispersion of geopolitical risks, the Company has been planning the “reshoring manufacturing to Japan.” Under such circumstances, the Company has an urgent need to improve our production capacity, development capabilities, and technological capabilities in Japan, in response to increasing demand in the metal processing business for semiconductor manufacturing equipment. Cosmo Science is a contract manufacturer of vacuum equipment for semiconductor and FPD manufacturing equipment manufacturers, and is highly evaluated by its customers for its technology in vacuum equipment design, metal processing and assembly. Through this acquisition, the Company aims to strengthen our metal processing business for semiconductor equipment in Japan, and by linking it with our global sales network and production bases, the Company will aggressively capture the demand for contract metal processing services for semiconductor manufacturing equipment, which is expected to grow, with the aim to grow our semiconductor equipment-related business and improve our corporate value. 2. Overview of the acquired company (1) Name Cosmo Science Inc. (2) Address 7-3-10 Shinomiya, Hiratsuka City, Kanagawa Prefecture (3) Title and name of Akinori Matsuo, Representative Director representative (4) Contents of business 1. Design, processing, assembly, wiring, repair and sale of vacuum machinery 2. Development, design, manufacturing and sale of computer software and hardware 3. Steel structure processing 4. Development, design, manufacturing and sale of semiconductor manufacturing equipment, etc. (5) Capital 10 million yen (6) Date of establishment December 12, 1984 (7) Major shareholders and Akinori Matsuo: 70% shareholding ratio Kishiko Matsuo: 30% (8) Relationship between Cosmo Capital relationship Nothing is applicable. Science and the Company Personnel relationship Nothing is applicable. Business relationship Nothing is applicable. 3. Overview of FTMT (1) Name Ferrotec Material Technologies Corporation (FTMT) (2) Address 2-3-4 Nihonbashi, Chuo City, Tokyo (3) Title and name of Naoyasu Yorita, Representative Director News Release: Ferrotec Holdings Corporation (6890 TSE Standard) representative (4) Contents of business Manufacture and sale of semiconductor equipment-related products, electronic devices, etc. (5) Capital 485.5 million yen (6) Date of establishment December 1, 1989 (7) Major shareholder and Ferrotec Holdings Corporation: 100% shareholding ratio (8) Relationship between FTMT Capital relationship A wholly-owned consolidated subsidiary of the and the Company Company Personnel relationship A director of the Company concurrently serves as a director of the subsidiary. Business relationship Purchase agency business, debt guarantee and lending of funds 4. Percentage of equity interest acquired and status of equity held before and after the acquisition (1) Capital contribution and 0 yen/0.0% shareholding ratio before the (Number of voting rights: 0) transfer (Voting right ownership ratio: 0%) (2) Capital contribution and 10 million yen/100% shareholding ratio after the (Number of voting rights: 200) transfer (Voting right ownership ratio: 100%) Note: The acquisition cost of the equity interest will not be disclosed based on discussions with the counterparty. However, in calculating the acquisition value, appropriate due diligence was conducted by a third-party organization and a reasonable amount was calculated and determined through mutual consultation. 5. Future outlook The impact on the business performance in this fiscal year through this matter is expected to be minor. However, we will promptly disclose relevant items as soon as they are confirmed. 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