January 31, 2013
To whom it may concern:
Company:

Representative:

CodeContact::

Phone:

Sumitomo Heavy Industries,Ltd.
Yoshinobu Nakamura
President and Chief
Executive Officer6302
Hideo Oshima
General Manager, Corporate
Communications Department+81-3-6737-2333

Announcement Regarding Merger with Subsidiary CompanyWe hereby announce that a resolution was reached at the meeting of the Board of Directors of
Sumitomo Heavy Industries Co., Ltd., (hereinafter referred to as “SHI”) on January 31, 2013, tomerge by absorption Sumitomo Heavy Industries Techno-Fort Co., Ltd., our wholly owned subsidiary(hereinafter referred to as “SHI Techno-Fort”).
1. Purpose of merger
SHI Techno-Fort is engaged in the industrial machinery business, handling such products as pressmachinery, etc., as our wholly owned subsidiary. It was decided that this function should be
consolidated at SHI and the business integrated into the Quantum Equipment Division, as a partof structural reforms in machinery business operations at SHI. The Quantum Equipment Divisionfocused on large medical equipment, such as cancer diagnostic and treatment equipment, as theirprincipal offerings and numerous technologies that they have in common with SHI Techno-Fort,such as design, manufacture and installation construction work of large equipment. It was decided
to enhance the efficiency and organizational capabilities of both business operations through thismerger.
2. Summary of merger(1) Schedule of merger
Merger contract approved by the Board of Directors : January 31, 2013
Merger contract execution date: January 31, 2013
Merger contract approved by the General Meeting of Shareholders
SHI
Since this is a Small Scale Merger, as stipulated by Section 3 underArticle 796 of the Corporation Law, no meeting of shareholders will be held at SHI for thepurpose of approving the merger contract.
SHI Techno-Fort Since this is a Short Form Merger, as stipulated by Section 1 underArticle 784 of the Corporation Law, no meeting of shareholders will be held at SHI
Techno-Fort for the purpose of approving the merger contract.
Merger date (effective date): April 1, 2013 (planned)(2) Method of merger
The merger will take place as an absorption type merger, with SHI as the surviving
company, whereas SHI Techno-Fort will be liquidated.
(3) Descriptions of allotments resulting from merger
Since this merger will occur with a wholly owned subsidiary, new shares will not be issued
and funds will not be delivered, due to the merger.
(4) Handling of new share subscription rights and bonds with share option of liquidated company
SHI Techno-Fort has not issued any new share subscription rights or bonds with shareoptions.

(5) Summary of merging companies (current as of March 31, 2012)(1) Business name
Sumitomo Heavy Industries
Sumitomo Heavy Industries
Co., Ltd., (surviving
Techno-Fort Co., Ltd. ,corporation)(liquidated corporation)(2) Business
Manufacture and sale ofDesign, manufacture and saledescription
various types of industrialof industrial machinery, such asmachinery, ranging frompress machines.
general industrial machinery toprecision control systems.
(3) Establishment date November 1, 1934
March 4, 2002
(4) Head office location 2-1-1 Osaki, Shinagawa-ku,
5-2 Sobirakicho, Niihama City,Tokyo, Japan
Ehime Prefecture, Japan(5) Representative
Yoshinobu Nakamura,
Kazuto Kaneshige, President
officerPresident and CEOand CEO(6) Capital
JPY30,872 million
JPY480 million(7) Total number of614,527,405 shares
8,000 shares
outstanding shares(8) Fiscal year end
March 31
March 31(9) Major shareholders Japan Trustee Services Bank, Sumitomo Heavy Industries
and shareholding
Ltd., (trust account)
7.5% Co.,Ltd.
100%
The Mas te r Trus t Bank ofratios
Japan, Ltd., (trust account)
7.0%Japan Trustee Services Bank,Ltd., (trust accounts 9)
4.2%
Sumitomo Life Insurance
Company
3.5%
S u m i t o m o M i ts u i B a n k i n gCorporation
2.5%(10) Operating results and financial status
Sumitomo Heavy Industries
Sumitomo Heavy Industries
Co., Ltd., (consolidated)
Techno-Fort Co., Ltd.
Net assets
JPY282,145 million
JPY5,894 million
Total assets
JPY691,841 million
JPY13,019 million
Net assets per share
JPY454.43
JPY669,786.02
Net sales
JPY624,100 million
JPY16,413 million
Operating profit and
JPY47,135 million
JPY2,016 million
loss
Ordinary profit and
JPY44,619 million
JPY2,022 million
loss
Current net income
JPY19,492 million
JPY1,165 million
Current net income per
JPY31.75
JPY132,348.98
share
3. Situation following merger(1) The corporate name, address, as well as names and titles of the representative officers orbusiness descriptions, capital and fiscal term ending date, will not change due to the merger.
(2) Impact on business performanceThis merger will occur with a consolidated subsidiary and as such no impact will be felt on theconsolidated business performance arising from this merger.
End of document