February 26, 2020
To All Concerned Parties
Company name
Representative

Contact forinquiries

Mitsubishi Materials Corporation
Naoki Ono, Chief Executive Officer(Securities code: 5711, First Section, Tokyo StockExchange)
Nobuyuki Suzuki, General Manager,
Corporate Communications Dept.,
General Affairs Dept.,
Human Resources & General Affairs Div.
(Tel: +81-3-5252-5206)

Notice Regarding Additional Acquisition of Shares in Mitsubishi Hitachi Tool Engineering, Ltd.
(Making the Company a Wholly Owned Subsidiary)
Mitsubishi Materials Corporation (hereinafter "MMC") hereby announces that at a meeting of the Board of Directors heldtoday, MMC resolved to acquire additional issued shares (hereinafter “the Acquisition”) in Mitsubishi Hitachi Tool, Ltd., aconsolidated subsidiary of MMC (hereinafter “MHT”, MMC holds 51% of the shares, Hitachi Metals, Ltd. (hereinafter "HitachiMetals") holds 49% of the shares) , all of which are held by Hitachi Metals, to make it a wholly-owned subsidiary.
1. Purpose of the Acquisition
In April 2015, MMC acquired 51% of the issued shares of MHT from Hitachi Metals, making it a consolidated subsidiary,with the aim to strengthen the business foundation of the carbide product business.
Since then, MHT has steadily expanded its business by leveraging MMC’s strong global sales network, while having a
top-class domestic market share of tools in the field of mold that requires complicated shape processing. At the same time,
MMC has been building a structure to provide market-demanded products and services more broadly than ever, mainly intools for the automobiles, aircrafts and medical sector, by utilizing MHT’s strong and high-level technical proposal
capability related to the processing of diverse materials, while being a top-class domestic market share as a comprehensive
cemented carbide product manufacturer that possesses an integrated supply chain ranging from raw materials and end
products to recycling.
Under such circumstances, MMC, in order to respond to increasingly accelerated changes in market needs, resolved theAcquisition, determining that it is necessary to make MHT a wholly owned subsidiary and operate it as the Group's
cemented carbide products business in a more agile manner. The Acquisition is expected to be completed on April 1, 2020.
After the Acquisition, MMC and MHT aim med- to long-term growth globally to realize efficient and competitive
business operations in their respective strong fields, under DIAEDGE brand for MMC and MOLDINO brand for MHT.
After the Acquisition, MHT will be renamed as MOLDINO Tool Engineering, Ltd.
2. Overview of the acquired company (as of January 31, 2020)
(1)

Name

Mitsubishi Hitachi Tool Engineering, Ltd. *(2)Location

4-31-11, Ryogoku, Sumida-ku, Tokyo(3)

Name and title ofrepresentative

Hitoshi Kikuchi, President and Representative Director(4)

Business

Manufacturing and sales of cemented carbide tools(5)

Capital stock

1,455.41 million yen(6)Date of establishment

September 23, 1933

(7)

Major shareholders andshareholding ratio

MMC: 51%, Hitachi Metals: 49%- 1 -Relations between MMC
and the acquired company

(8)

(9)

Capital relations

MMC holds 51% of the shares in MHT and it is a consolidated
subsidiary.

Human relations

MMC dispatches four Directors to MHT, including
Representative Director and President, and two Corporate
Auditors.

Businessrelations

MMC and MHT have business relations in terms of supply ofraw material and manufacturing contract.

Financial position and operating results for the most recent three fiscal years (in the simplified consolidated basis)
Fiscal year

FY2017FY2018FY2019Net assets

21,783 million yen

25,142 million yen

26,279 million yen

Total assets

30,529 million yen

35,376 million yen

36,572 million yen

Net assets per share

793.34 yen

915.69 yen

957.11 yen

Net sales

22,377 million yen

25,467 million yen

26,147 million yen

Operating profit

4,750 million yen

6,099 million yen

5,567 million yen

Ordinary income

4,471 million yen

5,880 million yen

5,275 million yen

Net Income

3,154 million yen

4,034 million yen

3,726 million yen* After the Acquisition is completed, the company will be renamed as "MOLDINO Tool Engineering, Ltd."
3. Overview of the counterparty of the Acquisition
(1)

Name

Hitachi Metals, Ltd(2)

Location

1-2-70 Konan, Minato-ku, Tokyo(3)

Name and title ofrepresentative

Koji Sato, President and Chief Executive Officer; Representative ExecutiveOfficer(4)Business

Manufacture and marketing of advanced metals products, and advanced
components and materials(5)

Capital stock

26,284 million yen(6)Date of establishment

April 10, 1956

(7)

Total capital

595,211 million yen (as of March 31, 2019)(8)

Total assets

1,099,252 million yen (as of March 31, 2019)(9)

Major shareholders andshareholding ratio

Hitachi, Ltd. 52.9%(10)

Relations between MMC
and Hitachi Metals

Capital relations

MMC and Hitachi Metals have no Capital relation.

Human relations

MMC and Hitachi Metals have no Human relation.

Businessrelations

MMC and Hitachi Metals have business relations in terms ofsale and purchasing.

Status of therelated party

Not applicable.

4. Details of the Acquisition(1)

The number of shares held
before the Acquisition

14,003,085 shares (Ownership ratio: 51.0%)(2)

The number of sharesacquired

13,453,945 shares- 2 -(3)The acquisition amountThe acquisition amount is not disclosed because of the contractual confidentiality
obligation. It was, however, decided through a fair process, therefore MMC
determines the amount matches the corporate value of MHT.

(4)

The number of shares held
after the Acquisition

27,457,030 shares (Ownership ratio: 100.0%)

5. Schedule of the Acquisition(1)

Date of Resolution at theBoard of Directors meeting

February 26, 2020(2)

Execution date of SPA

March 2, 2020 (scheduled)(3)

The acquisition completion
dateApril 1, 2020 (scheduled)

6. Future outlook
The acquisition has no impact on the consolidated business performance of MMC for the period ending March 31, 2020.

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