Notice Regarding Execution of Share-exchange Agreement to Make Tokyo Denpa Co., Ltd. a Wholly Owned Subsidiary of Murata Manufacturing Co., Ltd.

NewsArticleTitle

2/6/2013

Murata Manufacturing Co., Ltd.

President/Statutory Representative Director: Tsuneo Murata

Overview

Murata Manufacturing Co., Ltd. (Murata) and Tokyo Denpa Co., Ltd. (TEW) entered into a share-exchange agreement today, after the boards of directors of Murata and TEW each passed resolutions approving a share exchange on February 13 by which TEW will become a wholly owned subsidiary of Murata (the "Share Exchange") .

Details

With respect to Murata, subject to the receipt of approvals required under applicable laws and regulations, the Share Exchange will be implemented in accordance with the short-form merger rules under Article 796 (3) of the Companies Act. The approval of Murata's shareholders will not be required. With respect to TEW, the Share Exchange will be carried out subject to approval of its shareholders at its annual general meeting of shareholders scheduled to be held on June 26, 2013. Prior to the effective date of the Share Exchange (expected to be August 1, 2013) , TEW plans to delist its common shares, which are currently listed on the First Section of the Tokyo Stock Exchange, on July 29, 2013.

Murata and TEW have maintained a long-standing positive alliance. The two companies entered into a capital and business alliance agreement in connection with the crystal device business in 2009, and in 2011, signed a comprehensive cooperation agreement. Murata and TEW have cooperated in sales as well as the joint development and commercialization of HCR®, a high-precision and low-cost crystal resonator, but it was determined that in order to weather today's challenging economic environment, making TEW a wholly owned subsidiary of Murata would be optimal for building the essential strong business structures that can fully leverage Murata's and TEW's combined resources including development, manufacturing, sales, marketing and management, and can speed up management decision-making.

As a result of the Share Exchange, Murata will be able to enhance its product lineup by acquiring TEW's crystal device products and technologies. TEW will be able to create a corporate structure that can provide strong support for the development, manufacture and sale of crystal devices. The main three expected business synergies are as follows.

  • Increasing the production capacity of crystal and other products to respond to rapidly increasing demand. Introducing on a major scale Murata's manufacturing technologies, supply chain management capabilities, and marketing techniques at TEW to strengthen its ability to meet supply and demand and, in turn, maximize earnings.
  • Utilizing Murata's sales channels to the fullest extent in order to market and expand sales of TEW's products globally. Leveraging a wide-ranging product lineup to develop new clients and further expand Murata's and TEW's marketing and sales.
  • Creating high-performance and high value-added electronic components by strengthening the planning and development proposal structures of TEW for key global customers and jointly developing pioneering products that meet future customer needs.

These synergies will contribute substantially to increasing the corporate value of both companies.


Murata in Brief

Murata Manufacturing Co., Ltd. is a worldwide leader in the design, manufacture and sale of ceramic-based passive electronic components & solutions, communication modules and power supply modules. Murata is committed to the development of advanced electronic materials and leading edge, multi-functional, high-density modules. The company has employees and manufacturing facilities throughout the world. For more information, visit Murata's website at www.murata.com