TSE News

Examinations regarding mergers, etc. (not being a substantial surviving company) -Tokyo Electron Limited-

Update : Sep. 25, 2013


[Tokyo Stock Exchange, Inc.]

TSE notifies you of the likelihood of the stock of Tokyo Electron Limited entering the grace period as follows.

1. Issue Name Tokyo Electron Limited stock
(Code: 8035, Market Division: 1st Section)
2.Reason On September 24, 2013, Tokyo Electron Limited (hereafter “the Company”) disclosed that the Company agreed with Applied Materials, Inc. (unlisted, located in USA) (hereafter “the Object Company”), on the plan to conduct a business combination subject to the consent of general shareholders meetings of both the Company and the Object Company and the approval of the relevant authorities based upon the anti-trust laws and acts as enforced in USA and other countries. The planed business combination will be conducted using a forward triangular merger scheme, whereby the Company shall merge into a Japanese subsidiary of an integrated holding company which will be set up in Netherlands and a similar merger scheme whereby the Object Company will merge with the sub-subsidiary of such integrated holding company. As a result, the Company will become a subsidiary, while the Object Company will be a sub-subsidiary, under direct and indirect ownership of the integrated holding company respectively. In the case where such business combination is conducted, TSE deems that the Company will not be a substantial surviving company. Therefore the stock of the Company will enter a grace period prescribed in Rule 601, Paragraph 8, Item 5 of Enforcement Rules for the Securities Listing Regulations, from the effective date of such business combination in accordance with Rule 601, Paragraph 8, Item 9, Sub-Item (b) of the Securities Listing Regulations (hereafter "the Regulations" in this paragraph), regardless of the technical listing application which the integrated holding company may file under Rule 208, Item 1 of the Regulations.
3.Likely Grace Period The period from the effective date of the business combination to the date when 3 years elapses from the last day of the fiscal year in which the business combination takes place (to the last day of the fiscal year prior to such date when such date does not fall on the last day of the fiscal year of the integrated holding company).
 Rule Securities Listing Regulations, Rule 601, Paragraph 1, Item 9, Sub-item (b)
(Due to falling under cases where TSE deems that a listed company is not a substantial surviving company and the Company is likely to enter the grace period)

(Note 1) If the Company is deemed to satisfy criteria equivalent to the initial listing criteria before the effective date of such business combination, the stock will continue to be listed as that of the integrated holding company without entering the grace period.
In addition, if the integrated holding company is deemed to satisfy criteria equivalent to the initial listing criteria during the grace period, the grace period will be removed, and the stock of the integrated holding company will continue to be listed.

(Note 2) The decision on whether a company is a "substantial surviving company" is made based on an overall consideration of matters such as (i) management performance and financial state, (ii) executive officer composition and business management organization of such company, (iii) shareholder composition, (iv) trade name or company name, and (v) other matters which are deemed to have a material impact on the listed company due to such action. In general, it is a comparison of superiority of the companies involved in terms of scale, etc. Therefore, this notice is not a decision on the business content or business continuity of such company.

DISCLAIMER: This translation may be used for reference purposes only. This English version is not an official translation of the original Japanese document. In cases where any differences occur between the English version and the original Japanese version, the Japanese version shall prevail. This translation is subject to change without notice. Tokyo Stock Exchange, Inc. and/or Tokyo Stock Exchange Regulation shall individually or jointly accept no responsibility or liability for damage or loss caused by any error, inaccuracy, misunderstanding, or changes with regard to this translation.


Tokyo Stock Exchange, Inc.
Listing Department
Planning & Coordination, Listed Company Services

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