Notice Concerning Acquisition of Shares of NIPPON STEEL & SUMIKIN Electronics Devices Inc. (Consolidation)

September 03, 2014

NGK Insulators, Ltd. (President Taku Oshima; Headquarters: Nagoya, Japan; NGK) announced today that it has concluded an agreement with Nippon Steel & Sumitomo Metal Corporation to acquire all of the shares of its wholly owned subsidiary, NIPPON STEEL & SUMIKIN Electronics Devices Inc. (NSSED), which manufactures and sells ceramics for industrial electronics, such as ceramic packages.

1. Reason for the Acquisition

NGK's primary business domains are the "Triple E" of energy, ecology, and electronics, and it considers that ceramic packages are poised to become a growth field in the electronic components business.

NSSED is an industrial electronics ceramics manufacturer that manufactures and sells items such as ceramic packages for electronic devices, substrates for power electronic devices, and piezoelectric components for actuators. NSSED's mainstay business is in ceramic packages, which are essential core components for mounting crystal devices, high frequency devices, and optical communication devices in PCs, mobile devices, digital consumer appliances, mobile communications base stations, and optical communication systems.

The market for such products is expected to expand continuously as information and communication equipment becomes more functional and sophisticated, and automobiles make greater use of electronics. In addition, there is increasing demand for components to be more compact and flatter, and to offer higher precision and performance to keep pace with the advances in miniaturization and low-profile design of the devices in which they are used.

By adding its own technologies in materials technologies and high-precision processing to NSSED's manufacturing expertise and technologies in multiple-product-type, low-cost mass production, developed over many years, NGK judged that it could achieve synergies between its technologies and those of NSSED, and that these synergies would enable further growth in its electronics business. Based on this judgment, NGK decided to make NSSED a subsidiary by acquiring its shares.

2. Overview of the Subsidiary to be Transferred

(1) Company name
NIPPON STEEL & SUMIKIN Electronics Devices Inc.

(2) Location
2701-1, Higashi-bun, Omine-cho, Mine, Yamaguchi Pref., Japan

(3) Name and Title of Representative
Hidemasa Nakajima, Representative Director and President

(4) Business
Manufacture and sale of ceramic packages for semiconductors and ceramic electronic components

(5) Capital
3.45 billion yen

(6) Establishment
March 1991

(7) Main Shareholder and Shareholding Ratio
Nippon Steel & Sumitomo Metal Corporation 100%

(8) Employees
Unconsolidated 500 Consolidated 2,314 (As of March 31, 2014)

(9) Main Business Locations
Head Office/Plant (Mine, Yamaguchi Pref.); Tokyo Sales Head Office
(Chiyoda-ku, Tokyo); Amagasaki Office (Amagasaki, Hyogo Pref.);
Penang, Malaysia; Suzhou, China

(10) Consolidated Net Sales
24.5 billion yen (As of March 31, 2014)

3. Overview of Counterparty in the Share Acquisition

(1) Name
Nippon Steel & Sumitomo Metal Corporation

(2) Location
2-6-1, Marunouchi, Chiyoda-ku, Tokyo, Japan

(3) Name and Title of Representative
Kosei Shindo, Representative Director and President

(4) Businesses
Steelmaking, engineering, chemicals, new materials, system solutions

(5) Capital
419.5 billion yen

(6) Establishment
April 1950

(7) Employees
Unconsolidated 24,152 Consolidated 84,361 (As of March 31, 2014)

(8) Consolidated Net Sales
5,516.1 billion yen (fiscal year ended March 2014)

4. Schedule

(1) Conclusion of share transfer agreement
September 3, 2014

(2) Execution of share transfer
January 5, 2015 (Planned)

5. Outlook

The impact of this share acquisition on the consolidated operating results for the fiscal year ending March 31, 2015 is expected to be immaterial.

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