TOKYO ELECTRON LTD. 
By Jan 18, 2013
Tokyo Electron Limited (TEL) announced today that its Board of Directors had adopted a resolution to conclude the merger agreement about the absorption-type merger with Tokyo Electron Software Technologies Limited (TELST), a wholly-owned subsidiary, announced December 19, 2012 (below: the "Merger"), and completed execution of the agreement. Since the Merger is with a wholly-owned subsidiary, short-form merger proceedings will be conducted and some disclosure items and details will be omitted.
1. Purpose of the Merger
TELST was established in 1991, as a subsidiary to develop the software embedded in our Group's semiconductor production equipment, and has achieved a degree of success in the field of each product to date. However, the importance of group-wide standardized software development will increase in the future, so a decision was made to consolidate the software development division operations into TEL, with consideration that it is optimal to drive them as an important mission of Corporate Development Division.
2. Summary of the Merger
(1) Merger Schedule
Date of Board of Directors resolution: December 19, 2012
Date of execution of the agreement:January 18, 2013
Effective date of merger: April 1, 2013
Note: The Merger will be a short-form merger as specified in Article 796, Paragraph 3 of the Companies Act for TEL and a short-form merger as specified in 784, Paragraph 1 of the Companies Act for TELST. Consequently, no general shareholders' meeting will be held to approve the Merger.
(2)Merger Form
The Merger will be an absorption-type merger with TEL as the surviving company and TELST as the absorbed company. TELST will be liquidated.
(3)Details of Allocations in Relation to the Merger
No shares or monies will be allocated in relation to the Merger.
(4)Procedures Relating to Share Subscription Rights and Corporate Bonds with Share Subscription Rights of the Absorbed Company
TELST has not issued any share subscription rights or corporate bonds with share subscription rights.
| 3. Overview of the Parties to the Merger |
As of March 31, 2012 |
Surviving Company | Absorbed Company | |
| (1) Company Name | Tokyo Electron Limited | Tokyo Electron Software Technologies Limited |
| (2) Address | 3-1 Akasaka 5-chome, Minato-ku, Tokyo | 30-7 Sumiyoshi-cho 2-chome, Fuchu City, Tokyo |
| (3) Representative Director | Hiroshi Takenaka, President & Representative Director | Kazushi Tahara, President & Representative Director |
| (4) Business Operation | Semiconductor Production Equipment, FPD/PV Production Equipment, and Electronic Components and Computer Networks | Development of software and control systems for Semiconductor Production Equipment, FPD Production Equipment, and Computer System related devices |
| (5) Capital Stock | 54,961 million yen | 250 million yen |
|
(6) Start of Business (Establishment) |
November 11, 1963 (April 6, 1951) | April 1, 1991 |
| (7) Number of Issued Stock | 180,610,911 | 8,000 |
| (8) End of Fiscal Year | March 31 | March 31 |
(9) Major Shareholders and Shareholding Ratio |
