ABLIC Inc. (President: Nobumasa Ishiai, head office: Minato-ku, Tokyo, the “Company”), a group company of MinebeaMitsumi Inc.( “MinebeaMitsumi”), has decided, by a resolution of its Board of Directors in MinebeaMitsumi on March 29, 2023, to acquire the shares of Samurai Semiconductor Corporation (President: Shigeru Fujii, head office: Yokohama-city, Kanagawa, “SSC”) (the “Acquisition of Shares”), as a result of which SSC will be a subsidiary of the Company, and that Company entered into a share transfer agreement (the “Share Transfer Agreement”) with SSC. on March 29, 2023, as detailed below.
1.Reason for the Acquisition of Shares
The Company started analogue semiconductor business based on the development of CMOS ICs for the world’s first practical quartz watches in 1968. Since then, the Company has been continuing to provide small, low-power consumption, and high-precision analog semiconductor products, not only for watches, but also for a wide range of consumer, mobile, automotive devices, and healthcare equipment.
The Company joined as one of the MinebeaMitsumi in April 2020, and strives to lead continuous growth of analogue semiconductor business, which is one of MinebeaMitsumi’s core business called “Eight Spears”, and especially concentrates on strengthening product development capabilities to support the Company’s growth scenario, in other words, strengthening the development capabilities of high value-added products for medical equipment and electronic vehicles of which markets are expected to expand.
On the other hand, SSC is a technical experts’ entity with advanced knowledge and cutting-edge of engineering skills as their strength and has varieties of field-proven experience in semiconductor technical field, such as producing outcomes in many development projects in digital/analogue, frontend/backend fields.
In the process where the Company promotes further improvement of its development capabilities for high value-added products, SSC, MinebeaMitsumi and the Company repeated discussions and consideration mutually and resulted in that collaborating with SSC within MinebeaMitsumi’s group will be beneficial for both parties.
Through INTEGRATION(*1) by SSC’s and the Company’s engineers knowledgeable in semiconductor design and development knowhow, the Company will enhance product development and market investigation, and build robust roadmap for sustainable business growth of not only analog semiconductor business but also MinebeaMitsumi, thereby the Company will contribute to development of our customer and the society.
*1. INTEGRATION means “combining” rather than “simple gathering.” The Company will evolve its “core products” by combining and utilizing its proprietary technologies and will create new products in various fields through the INTEGRATON of the evolved products.
2．Outline of the Company to Become a Subsidiary
|(1) Company name||Samurai Semiconductor Corporation (unlisted company)|
|(2) Location||3F Shin Yokohama Daini Center Bldg.,3-19-5 Shin-yokohama, Kohoku-ku, Yokohama, Kanagawa, Japan|
|(3) Title and name of Representative||Shigeru Fujii, Chief Executive Officer|
|(4) Business||Planning, Designing, Sales, and Consulting of semiconductor|
|(5) Amount of capital||26 million yen|
|(6) Date of establishment||July 14, 2014|
|(7) Major shareholders and shareholding ratio||Four board members of SSC||100%|
|(8) Relationship between the company and SSC||Capital relationship||Not applicable|
|Personnel relationship||Not applicable|
|Business relationship||Not applicable|
3．Number of Shares to be Acquired and Shareholdings Before and After the Acquisition
|(1) Number of shares held by the Company before the transfer|| 0 shares
（Number of voting rights：0）
（Percentage of voting rights：0.0%）
|(2) Number of shares to be acquired by the Company|| 26,000 shares
（Number of voting rights：26,000）
|(3) Purchase price||Under the confidentiality obligations between the parties, the purchase price will not be disclosed.|
|(4) Number of shares to be held by the Company after the transfer||26,000 shares
（Number of voting rights：26,000）
（Percentage of voting rights：100.0%）
|(1) Date of resolution of the Board of Directors||March 29, 2023|
|(2)Execution date of the Share Transfer Agreement||March 29, 2023|
|(3) Implementation date of the Acquisition of Shares||Expected to be on April 25, 2023|
The impact of this transaction on the Company’s consolidated business results for the fiscal year ending March, 2023 will be minor. If any event that needs to be disclosed, we will promptly disclose the relevant information.