Dai Nippon Printing Co., Ltd. (DNP), at a meeting of its Board of Directors held today, resolved to invest in JICC-04, Ltd. (the “Offeror”) along with the Fund* administered and managed by JIC Capital, Ltd. (JICC), and Mitsui Chemicals, Inc. (Mitsui Chemicals).

* Includes the fund in which Hachijuni Sustainability No. 1 Fund (general partner: Hachijuni Investment Co., Ltd.) will invest.

The Offeror is a special purpose company established for the purpose of acquiring shares of Shinko Electric Industries, Co., Ltd. (the “Target Company”) through a tender offer (the “Tender Offer”) to be implemented in accordance with the Financial Instruments and Exchange Act.

Today, DNP also announced that it has agreed with JICC and Mitsui Chemicals that (1) in order to come to an agreement with regard to matters related to the Tender Offer, the Offeror will conclude a “Basic Transaction Agreement” with Fujitsu Limited (Fujitsu) and a “Memorandum of Understanding in Relation to Tender Offer” with the Target Company, and (2) announce a “Notification of Schedule for the Commencement of Tender Offer for Shinko Electric Industries, Co., Ltd. (stock code: 6967)” (the “Offeror Press Release”). For details of the Tender Offer, please refer to the attached Offeror Press Release.

As stated in the Offeror Press Release, the Offeror today decided to acquire the common shares of the Target Company by the Tender Offer. In addition, as stated in the Offeror Press Release, it is expected that because implementing the necessary procedures and responses in accordance with domestic and foreign competition laws and foreign investment control laws and regulations will require a certain amount of time, the Tender Offer is scheduled to commence in late August, 2024, but this will be influenced by the time required for procedures at overseas competition authorities as well as authorities with jurisdiction for investment control laws and regulations.

In the event that the Tender Offer is completed, by the time at which payment for the Tender Offer is made, DNP will receive common shares and preferred shares (shares with no voting rights) of the Offeror by a third-party allotment, which is expected to result in DNP holding 15% of the voting rights of the Offeror (the total investment amount is expected to be approximately 85.0 billion yen).

Furthermore, although the investment in the Offeror is scheduled to be made in the fiscal year ending March 31, 2025, the impact of the investment on DNP’s earnings for that fiscal year will be negligible.

An outline of the Tender Offer and DNP’s purpose of investment are as follows.

1. Outline of the Tender Offer

(1) Outline of the Target Company

Name	Shinko Electric Industries Co., Ltd.
Address	80 Oshimadamachi, Nagano City, Nagano
Name and Title of Representative Director	Susumu Kurashima, Representative Director of Board, President
Businesses	Development, manufacturing, and sale of products based on semiconductor mounting technologies
Capital	24,223 million yen (as of September 30, 2023)
Number of Employees	4,946 (as of September 30, 2023)
Date of Foundation	September 12, 1946
Major Shareholders and Ownership Percentage, as of September 30, 2023	Fujitsu Limited – 50.02%

(2) Outline of the Offeror

Name	JICC-04, Ltd.
Address	3-1, 1-chome, Toranomon, Minato-ku, Tokyo
Name and Title of Representative Director	Osamu Itabashi, Representative Director of Board
Capital	100,000 yen
Date of Foundation	September 29, 2023
Major Shareholders and Ownership Percentage, as of September 30, 2023	JIC Capital, Ltd.  –100%

(3) Flowcharts of the Tender Offer

Before the implementation of the Tender Offer (current status)

As of December 12, 2023, Fujitsu holds 67,587,024 Target Company Shares (ownership percentage: 50.02%) and other shareholders (excluding the Target Company) hold the remaining 67,530,488 shares (ownership percentage: 49.98%).

The Tender Offer by the Offeror

The Offeror will conduct the Tender Offer for all of the Target Company Shares (excluding the Fujitsu Holding Shares and the treasury shares held by the Target Company).

* Investment limited partnerships included in the JICC Funds include those in which Hachijuni Investment will invest as a limited partner. The same shall apply hereinafter.

The Squeeze-Out Procedures through the Share Consolidation by the Offeror

If the Tender Offer has been successfully completed, but the Offeror is unable to acquire all of the Target Company Shares (excluding the Fujitsu Holding Shares and the treasury shares held by the Target Company) in the Tender Offer, then the Offeror intends to request the Target Company to conduct the Share Consolidation and carry out procedures for making the Offeror and Fujitsu the only shareholders of the Target Company.

The Financing and the Capital Decrease, Etc. to be conducted for the purpose of procuring funds for the Share Repurchase and a distributable amount

After the Target Company Shares are delisted and the Share Consolidation takes effect, the Offeror will provide the Financing to the Target Company, and the Target Company will conduct the Capital Decrease, Etc. in order to procure funds required for the Share Repurchase and a distributable amount.

The Share Repurchase from Fujitsu by the Target Company

After the Capital Decrease, Etc. has been completed, the Target Company will use the funds and distributable amount procured by the Funding and Capital Decrease, Etc. to conduct the Share Repurchase to acquire all of the Fujitsu Holding Shares.

While there is a possibility that the Share Repurchase will be conducted after the Share Consolidation prior to the approval of the exemption from the obligation to file an annual securities report, the Share Repurchase is intended to be conducted after the delisting of the Target Company Shares. As the delisted shares will not constitute “listed share certificates, etc.” (Article 24-6, Paragraph 1 of the Act and Article 4-3 of the Order for Enforcement of the Financial Instruments and Exchange Act), which would be subject to a tender offer of treasury shares  (Article 27-22-2 of the Act), a tender offer of treasury shares is not planned to be conducted upon the execution of the Share Repurchase.

After the Transactions

After the Transactions, the Offeror will hold all of the issued shares of the Target Company (excluding the treasury shares held by the Target Company).

2. Purpose of Investment

The DNP Group’s corporate philosophy is to connect individuals and society and provide new value, and we have taken a long-term perspective on developing the business in order to realize a sustainable, better society and fulfilling lives. As part of these efforts, in the FY2023-2025 Medium-term Management Plan the Group designated semiconductor-related operations as a focus business area that supports the information society, and is developing and providing “photomasks” and “lead frames”, both of which are semiconductor components.

Recently, in addition to announcements by major semiconductor manufacturers regarding the adoption of glass core substrates, next-generation semiconductor technologies such as chiplets are attracting attention. In addition to proceeding with the development of key next-generation semiconductor package components, including “organic interposers” and “TGV glass core substrates”, DNP is also developing businesses to address next-generation technologies such as optoelectronic integration, with the objective of expanding the value it provides to the semiconductor supply chain.

Currently, no matters have been agreed as areas of cooperation between DNP and the Target Company, and such agreements are not a condition of DNP’s investment in the Offeror. However, by investing in the Offeror and combining the microfabrication, precision coating, and materials development technologies that DNP has nurtured over the years with the semiconductor package-related technology of the Target Company, DNP believes it can contribute to the next-generation semiconductor business at which the Target Company has taken aim.

*Disclaimer

The financial advisors to DNP, JICC, the Fund managed by JICC, Mitsui Chemicals, the Offeror, and Target Company as well as the tender offer agent (including their affiliates) may, within their ordinary course of business, engage during the Tender Offer Period in the purchase of, or an arrangement to purchase, the shares in Target Company for their own account or for their customers’ accounts outside the Tender Offer in accordance with Rule 14e-5(b) of the U.S. Securities Exchange Act of 1934, to the extent permitted under Japanese securities regulations and other applicable laws and regulations. Such purchases, etc. may be made at the market price through market transactions or at a price determined by negotiation outside the market. In the event that information regarding such purchases, etc. is disclosed in Japan, such information will also be disclosed in a similar manner in the U.S.