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KYOCERA Concludes Agreement to Acquire 100% of Shares in NEC Toppan Circuit Solutions

August 6, 2013

Kyocera Corporation today concluded a share transfer agreement with Toppan Printing Co., Ltd. and NEC Corporation to acquire all shares of the printed circuit board (PCB) manufacturing company NEC Toppan Circuit Solutions, Inc. (herein “TNCSi”) in order to further strengthen and expand the Kyocera Group’s organic substrate business. Details of the agreement are listed below.

1. Content:	Share transfer agreement concerning NEC TOPPAN CIRCUIT SOLUTIONS, INC.
2. Involved parties:	KYOCERA Corporation; TOPPAN PRINTING CO., LTD.; NEC Corporation
3. Date of agreement:	August 6, 2013
4. Target company:	Company name: NEC TOPPAN CIRCUIT SOLUTIONS, INC. Shareholders: TOPPAN PRINTING CO., LTD. (55%); NEC Corporation (45%) Operations: High-density multilayer PCBs for industrial applications, build-up PCBs for consumer applications, module PCBs
5.Transaction schedule:	October 1, 2013 - All shares of TNCSi to be transferred to KYOCERA Corporation - TNCSi to become wholly owned subsidiary of KYOCERA Corporation
6. Motive and intent:

The market for PCBs is forecast to continue expanding steadily on the back of growing demand for telecommunications infrastructure equipment, and digital consumer electronics ― centered on smartphones and mobile computing tablets.

The Kyocera Group has been expanding its business in the PCB market focusing on organic packages sold by its wholly owned subsidiary, Kyocera SLC Technologies (herein “KST”), which boasts one of the highest shares in the industry for FC-BGAs^*1 used in high-end ASIC applications. KST also plans to expand its business territory through the recent full-fledged launch of smaller, lower profile FC-CSPs^*2 for the high-growth smartphone and mobile computing tablet sectors.

Alternatively, TNCSi has focused its business in the PCB market on the motherboard field, by widely expanding its business territory by developing, manufacturing and selling extremely low profile and multilayer boards used in products ranging from high-end telecommunications infrastructure equipment, module PCBs used in smartphones, and PCBs for in-vehicle applications. By utilizing the company’s broad range of high-density PCBs and its high level of technology for low profile substrates, TNCSi has recently been developing some of the world’s lowest profile component-embedded PCBs which are expected to contribute to the further downsizing of smartphones and other electronics.

Through the acquisition of TNCSi, Kyocera will be able to further develop its business offerings and contribute to overall business expansion. The synergies created through combining the two companies’ technologies will allow for the development of new products to meet customers’ needs. With the Kyocera Group’s global sales network and TNCSi’s stable customer base, Kyocera will utilize both companies’ management resources to the fullest and aim to further expand its organic substrate business in the future.

Reference:

Trade name	NEC TOPPAN CIRCUIT SOLUTIONS, INC.
Established	October 1, 2002
Headquarters	19-26 Shibaura 3-chome, Minato-ku, Tokyo, Japan
Representative	President: Keiji Miyajima
Operations	Development, design, manufacture and sales of printed circuit boards
Capital	1 billion yen
Controlling share	TOPPAN PRINTING CO., LTD.: 55%; NEC Corporation: 45%
Employees	Non-consolidated: 769; consolidated: 1,133 (as of July 31, 2013)
Main facilities	Manufacturing plants: 2 in Japan (Niigata, Toyama); 1 in Philippines Sales offices: 4 in Japan (2 in Tokyo; Nagoya, Osaka); 2 in U.S.A. (San Diego, San Jose)

*1 FC-BGA (flip-chip ball grid array) packaging substrates for high-end ASICs are organic substrates for specific applications, such as host servers and network equipment in banks or brokerage houses for which high speed data processing and high reliability are required.
*2 FC-CSP (flip-chip chip scale packaging) substrates are organic packaging substrates applied as core components in application processors or baseband processors for smartphones and mobile computing tablets.