Dupont Photomasks — Merger or Acquisition (October 2004)
15 slides from Dupont Photomasks's merger presentation, Oct 5, 2004
Slide 1: Toppan Printing Enters Into Definitive Agreement To Acquire DuPont Photomasks
DuPont Photomasks, Inc. TOPPAN Toppan Printing Enters Into Definitive Agreement To Acquire DuPont Photomasks — Creating The World’s Premier Photomask Company — Toppan Printing Co.,Ltd. DuPont Photomasks, Inc. Translated from the original version which was prepared in Japanese October 5, 2004
Slide 2: Transaction Outline
TOPPAN DuPont Photomasks, Inc. Transaction Outline Transaction + Toppan Printing Co., Ltd. (“Toppan”) is to acquire all outstanding shares of DuPont Photomasks, Inc. (“DPI”), a Nasdaq listed company, for approximately US$650mn* (approximately JPY71bn) + DPI to become a wholly-owned subsidiary of Top
Slide 3: Transaction Rationale
TOPPAN am . . DuPont Photomasks, Inc. Transaction Rationale + Electronics, particularly the photomask market, has become a core business for Toppan and a key engine for future growth + With customer needs diversifying and industry technology advancing rapidly, now is the optimal time to make an acqu
Slide 4: Transaction Structure (Cash Merger)
TOPPAN CAM DuPont Photomasks, Inc. Transaction Structure (Cash Merger) + Toppan has established a 100%-owned subsidiary in the US (“Merger Sub”) + Following DPI’s shareholder approval, Merger Sub and DPI are to merge. DPI to become the surviving entity + Toppan to pay US$27.00 in cash per share, to
Slide 5: Toppan's Photomask Business (1)
TOPPAN am DuPont Photomasks, Inc. Toppan’s Photomask Business (1) + Akey engine for future growth + Astrategic core business (along with color-filters, also within the Electronics Division) Positioning of Toppan’s existing photomask business and the new company Toppan Electronics Division |Semicondu
Slide 6: Toppan's Photomask Business (2)
TOPPAN am DuPont Photomasks, Inc. Toppan’s Photomask Business (2) Strong Customer Base in Japan and Asia FY 3/2004 Sales* JPY32.5bn Europe (US$295mn) ~0% USA 13% Japan 59% Asia 28% * Sales of photamasks for LS! only. NoteCI Assumes USS1=JPY 110.
Slide 7: About DuPont Photomasks (1)
TOPPAN Em DuPont Photomasks, Inc. About DuPont Photomasks (1) + Company name: DuPont Photomasks, Inc. (Nasdaq: DPMI) + Headquarters: Round Rock, Texas, USA + Number of employees (as of June 30, 2004), Approximately 1,600 + Sales (FY2004): US$354mn (JPY38.9bn) + Total assets (as of June 30, 2004): US
Slide 8: About DuPont Photomasks (2)
TOPPAN a DuPont Photomasks, Inc. About DuPont Photomasks (2) Globally Diverse Customer Base FY 6/2004 Sales US$354mn (JPY38.9bn) hunix Pinson UMC AlmEt PHILIPS NoteCI Assumes USS1=JPY 110.
Slide 9: Importance of Photomasks in Chip Production
TOPPAN ah» DuPont Photomasks, Inc. Importance of Photomasks in Chip Production u ors Source of Light Photomask > ~ x WH Reducing rid Glass f } Silicon wee Ce = y) What is a photomask? + A high-purity quartz plate covered with chrome, on which circuit patterns are etched +The circuit pattern on a pho
Slide 10: Changing Customer Needs (1)
TOPPAN am DuPont Photomasks, Inc. Changing Customer Needs (1) To support smaller design rules IC Technology Roadmap Photomask Market by Nodes '2003]|2004 '2006||2007 ra) Approx. us$2.5bn (2003) 2002 2002 2004 2006 © 2008 007 2008 ©2000 Souroe: 1TRS 2003, Source: VLSI (uy 2004) Development and produc
Slide 11: Changing Customer Needs (2)
TOPPAN am DuPont Photomasks, Inc. Changing Customer Needs (2) Changes to the photomask business and other high-end products Electronics Shorter product Equipment life-cycle Higher performance Se conductor Shorter lead-time. From commodity Photomask Swift response to supplier to customer design chang
Slide 12: Changing Customer Needs (3)
TOPPAN a DuPont Photomasks, Inc. Changing Customer Needs (3) Worldwide semiconductor market (2004 Estimates) Americas 18% AsialPacific 1% ____Europe 19% Total Market US$213,631mn Japan 22% Source: WISTS (dune 2004) Semiconductor market is becoming increasingly global. Photomask producers need a glob
Slide 13: The World's Premier Photomask Company
TOPPAN qm DuPont Photomasks, Inc. The World’s Premier Photomask Company + Accelerate R&D with Asaka and Dresden, the two most advanced technology development centers in the new network + Swift transfer of technology to manufacturing bases around the world Customer-focused global manufacturing across
Slide 14: Synergies Through Integration
TOPPAN CAM DuPont Photomasks, Inc. Synergies Through Integration Effective use of technology Optimal utilization of development resources manufacturing network + Meet complex customer needs + Create optimal production network through optimal resource allocation with complementary facilities + Accele
Slide 15: Searchable text section of graphics
Searchable text section of graphics shown above [ LOG O] [LOGO] Toppan Printing Enters Into Definitive Agreement To Acquire DuPont Photomasks – Creating The World’s Premier Photomask Company – Toppan Printing Co.,Ltd. DuPont Photomasks, Inc. Translated from the original version which was October 5,
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