October 5, 2004 – Toppan Printing Co. Ltd. and DuPont Photomasks Inc. have entered into a definitive agreement under which Toppan will acquire all of the outstanding shares of DuPont Photomasks. The equity value of the transaction is approximately US$650 million (approximately 71 billion yen) on a diluted basis.
Under the terms of the agreement, DuPont Photomasks shareholders will receive US$27.00 in cash/share. Following completion of the transaction, DuPont Photomasks will become a wholly-owned subsidiary of Toppan to be named Toppan Photomasks Inc. and will remain headquartered in Round Rock, TX.
Akihiro Nagata, a senior managing director of Toppan and head of Toppan’s Electronics Division, will also become chairman of Toppan Photomasks Inc. and Marshall Turner, current chairman and CEO of DuPont Photomasks, will remain CEO.
The Boards of Directors of both companies have approved the agreement. DuPont Photomasks’ largest shareholder, E.I. du Pont de Nemours and Company (“DuPont”), which owns approximately 20% of the issued and outstanding shares, has agreed to vote its shares in favor of the transaction. The transaction is subject to regulatory approvals and DuPont Photomasks shareholder approval and is expected to close in early 2005.