February 27, 2017
To Whom It May Concern:
Company
Representative::

CodeContact::

Phone:

Sumitomo Heavy Industries, Ltd.
Shunsuke Betsukawa
President and Chief Executive Officer
6302
Tsuneyoshi Sato
General Manager, Corporate
Communications Department+81-3-6737-2333

Notice Regarding the Acquisition of Shares of US-based Persimmon Technologies Corporation andSubsequent Subsidiarization
At a Board of Directors meeting held today, a resolution was passed to acquire the shares of Persimmon Technologies
Corporation (hereinafter referred to as “Persimmon”), a Massachusetts, USA–based manufacturer and distributor ofvacuum robotics. As a result of this transaction, Persimmon will become a subsidiary of Sumitomo Heavy Industries,
Ltd. (hereinafter referred to as “SHI” or the “Company”). Details of the transaction are provided below:
DETAILS
1. Reasons for Acquiring Shares
Persimmon is a provider of products to customers that manufacture production equipment for semiconductors andelectronic components. More specifically, Persimmon manufactures and distributes highly clean and reliable vacuum
robotics for use in the wafer handling process of semiconductor production. In addition, Persimmon is carrying outresearch and development for a new type of motor based on an innovative additive manufacturing technique forcreating Hybrid-Field motor technology that was developed in-house.
With the acquisition of Persimmon shares, SHI will be able to add vacuum robotics as part of its product line-up.
Through this, the Company aims to drive growth in such semiconductor-related fields such as ion implanters, cryopumps and XY stages. Also, the Company plans to utilize the technologies derived from Persimmon’s research anddevelopment activities into its products, with the aim to achieve business expansion in such areas as gear reducers
and plastics machinery.
2. Method of Acquiring Shares
SHI plans to utilize the reverse triangular merger method to complete the transaction with cash being the form ofconsideration. In accordance with the General Corporation Law of the State of Delaware (USA), Persimmon will be thesurviving company and a new acquisition company (based in Massachusetts, USA; hereinafter referred to as “PMS”)
that SHI establishes for the purposes of the merger will act as the merged company.
As a result of the proposed merger, shareholders of Persimmon will receive cash consideration, and subsequently all
outstanding shares of Persimmon will be retired. The shares of PMS that is held by SHI will be converted to shares ofthe surviving Persimmon, and all of the shares of the surviving company will be purchased by SHI. As a result, SHI will
acquire all outstanding shares of the post-merger surviving company, Persimmon, and this entity will become a whollyowned subsidiary of SHI.
Please note that SHI plans to utilize its cash reserves to fund this transaction.

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scheme＜Pre-acquisition＞

Cash payment
SHI＜Post-acquisition＞

Persimmonshareholders

Lost ofshareholders’rights100% subsidiaryfor Merger

SHI

100% subsidiary

Transfer to new sharesof Surviving company
PMS(new acquisitioncompany)
Dissolving company

3.

MergerPersimmon（before merger）

Persimmon（after merger）

Surviving company

Surviving company

Profile of Subsidiary to be Transferred(1) Name
Persimmon Technologies Corporation(2) Address
200 Harvard Mill Square, Suite 110, Wakefield, MA 01880 USA(3) Name and Title ofPresident & CEO: Michael W. Pippins
Representative(4) Business Operations
Manufacturer and distributor of vacuum robotics and other relatedproducts(5) Paid-Up Capital
USD 28,629,000 (Common Stock and Preferred Stock)(6) Date of Establishment
July 8, 2010
(7) Total Number of Shares
Common Stock: 752,113
Outstanding
Preferred Stock:(Class A) – 277,507 shares(Class B) – 2,847,611 shares(Class C) – 1,481,715 shares(Class D) – 678,744 shares(8) Major Shareholders and
Not disclosed
Shareholdings(9) Relationship Between
Capital Ties
Not Applicable
Subject Company andPersonnel Ties
Not ApplicablePublicly-Traded Company
Transactional Ties
Not Applicable(10) Financial Performance and Condition of the Subject Company for the Most Recent Three Year
Period(in USD)
Period Ending
Period Ending
Period Ending
Accounting Period
December 2013
December 2014
December 2015
Net Assets
2,248,000(2,108,000)
76,000Total Assets
4,553,000
4,239,000
9,886,000
Sales
524,000
1,192,000
5,779,000
Operating Income(5,775,000)(7,053,000)(6,719,000)
Net Income for the Period(5,853,000)(7,361,000)(7,400,000)

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4.

A New acquisition Company Profile(1) Name
Persimmon Merger Sub, Inc.
(2) Address
2711 Centerville Road, Suite 400 Wilmington, New Castle, DE 19808 USA(3) Name and Title ofPresident: Minoru Maruyama
Representative(4) Business Operations
Preparation for merger(5) Paid-Up Capital
USD1(6) Date of Establishment February 27, 2017(7) Major Shareholders
Sumitomo Heavy Industries, Ltd: 100%and Shareholdings

5.

Number of Shares to be Acquired, Acquisition Price, and Shareholdings Before and After the Transaction(1) Number of Shares
0 shares
Held Prior to the(Number of voting rights: 0)
Transfer(Proportion of voting rights held: 0.0%)(2) Acquisition Price
Acquisition Value: approximately JPY 3,600 million(3) Number of Shares1,000 shares
Held After the(Number of voting rights: 1,000)
Transaction(Proportion of voting rights held: 100.0%)

6. Key Timeline of Transaction(1) Date Resolution was Passed at a Board of Directors Meeting(2) Date that Memorandum of Understanding will be Finalized(3) Execution Date of Share Transfer

February 27, 2017
To Be Determined
To Be Determined

7. Future Outlook
The impact of this transaction on SHI’s consolidated financial performance is expected to be minimal. However, if it is
discovered that this transaction will have a significant impact on consolidated financial performance, SHI will disclosesuch information as soon as practicable.

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