TOKYO ELECTRON LTD. 
By Dec 19, 2012
Tokyo Electron Limited (TEL) announced today that its Board of Directors had adopted a resolution to merge with and consolidate Tokyo Electron Technology Development Institute, Inc. (TDI), a wholly-owned subsidiary, effective April 1, 2013 (below: the "Merger") and commenced the merger proceedings. 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
TDI was established as a subsidiary in 2007 for the purpose of accelerating development of and quickly commercializing, as well as possibly manufacturing products using RLSA™ technologies.
A degree of success was received with development and manufacture of RLSA™ etch systems, operations which were transferred to Tokyo Electron Miyagi Limited on October 1. TEL decided that, following consolidation of the remaining development of RLSA™ CVD systems, plasma doping systems, organic EL production equipment, and other development with RLSA™ technologies into Corporate Development Division, further concentration on application technology development would be optimal.
2. Summary of the Merger
(1) Merger Schedule
Date of Board of Directors resolution: December 19, 2012
Effective date of merger (planned): 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 TDI. Consequently, no general shareholders' meeting will be held to approve the Merger. And a timely disclosure will be made afresh in time of conclusion of the merger agreement.
(2) Merger Form
The Merger will be an absorption-type merger with TEL as the surviving company and TDI as the absorbed company. TDI 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
TDI 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 Technology Development Institute, Inc. |
| (2) Address | 3-1 Akasaka 5-chome, Minato-ku, Tokyo | 2-1 Osawa 3-chome, Izumi-ku, Sendai City, Miyagi |
| (3) Representative Director | Hiroshi Takenaka, President & Representative Director | Satoru Kawakami, President & Representative Director |
| (4) Business Operation | Semiconductor Production Equipment, FPD/PV Production Equipment, and Electronic Components and Computer Networks | Development and manufacture of Semiconductor Production Equipment |
| (5) Capital Stock | 54,961 million yen | 100 million yen |
|
(6) Start of Business (Establishment) |
November 11, 1963 | June 11, 2007 |
| (7) Number of Issued Stock | 180,610,911 | 132,000 |
| (8) End of Fiscal Year | Last day of March | Last day of March |
(9) Major Shareholders and |
