At the Board of Directors Meeting of Ube Industries, Ltd. (located in Minato-ku, Tokyo; President: Kazumasa Tsunemi, hereafter "Ube Industries") held today, it was decided to absorb its subsidiary, Ube Electronics, Ltd. (President: Katsuo Imatani, hereafter "Ube Electronics") via merger. The merger, which is described below, will be effective as of January 1, 2004.
The fabrication division of Ube Electronics will be spun off prior to the merger and established as a new separate company under the name Ube Electronics, Ltd.
Ube Electronics was established under the name of Mine electronics Co., Ltd. in 1989 as the manufacturing company for Ube Industries' electronics division. In 1993, its business division and engineering development divisions were consolidated and the company was re-established as Ube Electronics. Since then, the company has been expanding in the electronic ceramics product-related business area, led by dielectric ceramic filters and duplexers.
For its part, Ube Industries has been moving ahead with the development of next-generation filters for mobile phones, duplexers, and laminated filters to pave the way for the further growth of its functional materials operations, which have been positioned as a core business, and targets for the commercialization of these newly developed products have been established. Ube Industries recognizes the need to concentrate the Group's business resources for a comprehensive business approach to attain these goals. It therefore reached the conclusion that the best approach was to consolidate the sales and engineering development divisions of Ube Electronics into Ube Industries. This merger, which is intended to harness the synergy from the engineering development strengths of Ube Industries with the design and market development strengths of Ube Electronics, is aimed at further reinforcing and broadening the Company's functional materials business.
Consequently, the fabrication and manufacturing division of Ube Electronics has been spun off as a separate company, which will carry out a thorough streamlining program in order to further reinforce its cost competitiveness.
Ube Industries will not hold a general meeting of the shareholders for the approval of the merger agreement, in keeping with the provisions of short form merger, based on Paragraph 1, Section 3 of Article 412 of Commercial Law.
Ube Electronics will be dissolved via merger under a merger formula in which Ube Industries will be the surviving company.
In addition, as Ube Industries holds all of the issued shares of Ube Electronics, Ube Industries will not issue new shares at the time of the merger, nor will any increase of capital stock or delivery of money due to the merger take place.
Note: The profile of the newly established company records expectations as of the date of its establishment.