FOR IMMEDIATE RELEASE
May 28, 2008
ADVANTEST CORPORATION
Toshio Maruyama, Representative Board Director, President &CEO
Stock Code Number: 6857, TSE first section
NYSE Ticker Symbol: ATE
CONTACT:
Hiroshi Nakamura
Executive Officer & Senior Vice President, Financial Group
Phone: +81-(0)3-3214-7500
Notice Regarding the Merger of a Subsidiary
Tokyo – May 28, 2008 – Advantest Corporation (the “Company”) resolved at the meeting of its Board of Directors today to merge Advantest Information Systems, Inc. (the “Subsidiary”), a consolidated subsidiary (the “Merger”). The details are as follows. As this is a merger of a wholly-owned subsidiary, certain details have been omitted from this disclosure.
1. | Purpose of the merger |
The Subsidiary to be merged is a wholly-owned consolidated subsidiary of the Company, which has been engaged in information system consignment business for the Company and its group companies (the “Business”). The Subsidiary will be merged in order to integrate the Business into the Company and further enhance information security as well as the efficiency of the Business.
2. | Overview of the merger |
(1) Merger schedule
Approval of the Merger by the Board of Directors of the Company: | May 28, 2008 | |
Signing of the Merger Agreement: | May 28, 2008 | |
Approval of the Merger at a General Meeting of Shareholders: | ||
In accordance with Article 796, Paragraph 3 and Article 784, Paragraph 1 of the Company Law, the Merger does not require the approval of the shareholders’ meeting of either the Company or the Subsidiary. | ||
Date of Merger (the effective date): | August 1, 2008 (planned) |
(2) Merger method
The Subsidiary will be merged into the Company as the surviving company. The Subsidiary will be dissolved.
(3) Handling of stock acquisition rights and bonds with stock acquisition rights
The Subsidiary does not issue stock acquisition rights or bonds with stock acquisition rights.
3. Outline of participants in the merger (as of March 31, 2008)
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Registered trade name | Advantest Corporation (Surviving company) | Advantest Information Systems, Inc. (Company to be merged) |
Business description | Development, manufacture and sale of Semiconductor and Component Test Systems | Information system consignment business |
Date established | December 16, 1954 | July 1, 2003 |
Location of head office | 1-32-1 Asashi-cho, Nerima-ku, Tokyo | 1-6-2 Marunouchi, Chiyoda-ku, Tokyo |
Representative | Toshio Maruyama, Representative Board Director, President &CEO | Toshiyuki Futatsui, President |
Capital | 32,363 million yen | 50 million yen |
Total number of shares issued and outstanding | 199,566,770 shares (including treasury stock) | 1 share |
Stockholders’ equity | 254,184 million yen (Consolidated) | 93 million yen (Non-consolidated) |
Total assets | 298,684 million yen (Consolidated) | 503 million yen (Non-consolidated) |
Fiscal year end | March 31 | March 31 |
Principal shareholders and percentages of shares held | Advantest Corporation: 10.44% Mizuho Trust & Banking, Co., Ltd. (retirement benefit trust (Fujitsu Account), re-trust trustees, Trust & Custody Services Bank, Ltd.): 10.09% The Master Trust Bank of Japan, Ltd. (trust account): 7.02% Japan Trustee Services Bank, Ltd. (trust account): 5.58% | Advantest Corporation, 100% |
4. Post-merger status
(1) | Registered trade name: | Advantest Corporation |
(2) | Business description: | Development, manufacture and sale of Semiconductor and Component Test Systems |
(3) | Location of head office: | 1-32-1 Asahi-cho, Nerima-ku, Tokyo |
(4) | Representative: | Toshio Maruyama, |
Representative Board Director, President & CEO | ||
(5) | Capital: | 32,363 million yen |
(No capital increase resulting from this merger) | ||
(6) | Fiscal year end: | March 31 |
(7) | Impact on financial forecast: | Since it is a merger of a wholly-owned consolidated subsidiary, the effect of the Merger on the Company’s consolidated and non-consolidated results of operations is minor. |
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This release contains “forward-looking statements” that are based on Advantest Corporation’s current expectations, estimates and projections. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements.
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