Notice of Commencement of Tender Offer for Shares of ADTEC Engineering Co., Ltd.
A meeting of the Board of Directors of Ushio Inc. (hereafter “USHIO”) held on February 13, 2012 has resolved to acquire the shares of ADTEC Engineering Co., Ltd. (Code number: 6260, Osaka Securities Exchange JASDAQ Standard Market, hereafter “ADTEC”) through a tender offer for shares (hereafter “Tender Offer”) and announces that resolution as follows:
Background, Reasons and Decision-Making Process behind the Decision to Implement the Tender Offer
In the printed circuit board manufacturing market, USHIO has an advantage in automated projection exposure systems while ADTEC is strong in automated contact exposure systems. Based on the recognition by both companies that they could mutually leverage they proprietary technologies and operating bases to achieve a higher standing in the automatic exposure systems market, on May 19, 2010, a capital and business alliance contract was concluded and a business alliance was formed between the two companies.
Specifically, with the goals of using USHIO’s exposure systems manufacturing facilities in China, expanding product sales through the mutual exploitation of both companies’ operating bases, joint procurement of materials to cut costs and developing new products through the technical collaboration of both companies, to confirm and strengthen the business alliance mentioned above, on June 28, 2010, ADTEC issued new shares (1,580,000 shares) through a third-party offer to USHIO.
Since concluding the capital and business alliance contract, USHIO and ADTEC have established a “Business Alliance Promotion Committee” which, in addition to deepening the understanding of our mutual business, has worked to maximize both companies’ enterprise value by improving the efficiency of research and development investments for exposure systems and implementing the contract manufacturing of some USHIO products by ADTEC, etc.
Given these circumstances, as the result of discussions that began in the latter part of June 2011 with ADTEC’s founding family (Gunji Mizutani, Mai Mizutani, Yumiko Mizutani and Chiyoko Mizutani) and with ADTEC management, USHIO will acquire the ADTEC shares held by Mai Mizutani, Yumiko Mizutani and Chiyoko Mizutani (13.00% ownership in total), who will subscribe to the tender offer, and will acquire the shares of the asset management company, Mizutani Co., Ltd. (hereafter “Mizutani”), which owns shares of ADTEC (14.99% ownership), from Mizutani’s owners, Mai Mizutani and Yumiko Mizutani, to make ADTEC its consolidated subsidiary to further develop business relations and to improve the companies’ mutual enterprise value, which was concluded to be the best alternative for all stakeholders.
For this reason, an agreement has been reached with the founding family on February 13, 2012 that the ADTEC shares held by each subscriber will be subscribed to the Tender Offer and, as a condition of completing the Tender Offer, USHIO will receive by transfer the shares of Mizutani from the shareholders at a price that will be calculated based upon the price of the Tender Offer and it has been resolved that the Tender Offer will be carried out on the same day.
Note: Ownership ratios have been calculated on the basis of the net number of ADTEC shares outstanding (7,335,868 shares) as of December 31, 2011, which is based upon the total number of shares outstanding (8,030,000 shares) less the number of ADTEC shares held by ADTEC as treasury stock (694,132 shares) on that date. |
Method and Timetable for the Acquisition of ADTEC Shares
1) Entity conducting the tender offer
Ushio Inc.
2) Target company of the tender offer
ADTEC Engineering Co., Ltd.
3) Type of shares subject to tender
Common stock
4) Tender offer price
400 yen per share
5) Tender offer period
Twenty business days beginning on Tuesday, February 14, 2012 and ending on Monday, March 12, 2012, Japan time. (Business days mean those days that are not designated as holidays by the national government authorities of Japan.)
6) Likelihood of and reasons for delisting
USHIO intends to make ADTEC a consolidated subsidiary as a result of this Tender Offer but does not intend to delist ADTEC shares. Further, according to the ADTEC press release, ADTEC hopes to maintain its listing following the Tender Offer.
However, no upper limit will be set for the number of shares that can be subscribed to the Tender Offer in order to give all ADTEC shareholders the broadest opportunity to sell their shares. Depending upon the number of shares that are subscribed to the Tender Offer, there is a possibility that ADTEC shares may meet the JASDAQ criteria for delisting and, after the completion of formalities, the shares may be delisted.
In the event that, as a result of the Tender Offer, ADTEC shares meet the JASDAQ criteria for delisting, USHIO and ADTEC will carefully consider a plan to avoid delisting and have agreed to implement such a plan within reason. However, the content and details of the implementation of this plan and the various terms and conditions have not been decided at the present time.
Outline of ADTEC
Corporate name | ADTEC Engineering Co., Ltd. |
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Address | Toranomon 37 Mori Bldg 11F, 3-5-1 Toranomon, Minato-ku, Tokyo, 105-0001, Japan |
Name and title of representative | Representative Director and President Toshio Mukai |
Date of establishment | October 26, 1983 |
Paid-in capital | 1,661million yen (as of December 31, 2011) |
Shares outstanding | 8,030,000 shares (as of December 31, 2011) |
Fiscal year end | September 30 |
Details of business | Design, manufacturing, sales and maintenance of general industrial machinery including assembly equipment for electronic instruments and electronic components, optical instruments, peripheral instruments of semiconductor manufacturing equipment, machine tools, information processing equipment including computer, and components related to items mentioned above. Design, manufacturing, sales and maintenance of medical equipment. Design, customization, sales and maintenance of software related to items mentioned above. Design, manufacturing, sales and maintenance of precision molds. Sales and maintenance of powder compaction press equipment. Temporary staff service. All business activities pertaining to items mentioned above. |
Number of employees | 224 (as of September 30, 2011) |
Latest business results (fiscal year ended September 30, 2011) |
Sales 9,428 million yen Operating income 515 million yen Ordinary income 442 million yen Net income 449 million yen |
ADTEC opinion regarding Tender Offer
According to the ADTEC press release dated February 13, 2012, a meeting of the ADTEC Board of Directors on the same date resolved to announce its opinion to endorse the Tender Offer and, with regard to whether or no