December 26, 2019
For Immediate Release
Company Name:

Kurita Water Industries Ltd.

Representative:

Michiya Kadota, President(Securities Code: 6370, First
Section of TSE)

Contact:

Shuichiro Kashimoto,General Manager of Corporate
Communications and CSR
Department(Tel. +81-3-6743-4389)

Notice Regarding Acquisition of Shares of Pentagon Technologies Group, Inc. in the United States(to Make It a Subsidiary)

Kurita Water Industries Ltd. (“Kurita”) announces that a meeting of its Board of Directors held today resolvedto acquire an additional 26% of shares of Pentagon Technologies Group, Inc. (Head Office: California, U.S.;“Pentagon Technologies”), adding to the 25% stake currently owned by Kurita America Holdings Inc. (HeadOffice: Delaware, U.S.; “KAHI”), a wholly owned subsidiary of Kurita. As a consequence, Pentagon
Technologies will become a consolidated subsidiary. Kurita has entered into a share transfer agreement with
KAHI and nine shareholders of Pentagon Technologies. Kurita expects to proceed in the future to acquire
additional shares to make Pentagon Technologies a wholly owned subsidiary.

1. Purpose of the acquisition of the shares
Based on the policy of making Pentagon Technologies a subsidiary, Kurita acquired 25% of the company’s
shares though KAHI in April 2019. The acquisition of the additional shares this time is in line with this policy. Bymaking Pentagon Technologies a subsidiary, Kurita will further increase its competitiveness in the market byacquiring a base for overseas service business in the electronics industry, which is positioned as a key
business segment. Integrating the cutting-edge cleaning tool technologies and expertise of Pentagon
Technologies, Kurita aims to continue to accelerate its business growth and offer new value by creatingsynergies with the precision cleaning tool business which the Kurita Group has been developing in Japan.
Pentagon Technologies has developed a precision cleaning tool business mainly in the U.S. and has been
pursuing the development of cutting-edge cleaning tool technologies and unique cleaning methods that
contribute to improving the quality of customers’ products and reducing the burden on the environment.
Pentagon Technologies focuses on providing services for leading manufacturers of semiconductors andsemiconductor manufacturing equipment that have production bases in the U.S. Pentagon Technologies’
factories are qualified as “certified cleaning factories” for these leading semiconductor equipmentmanufacturers. As such, the company has established a solid customer base in the market for semiconductor
precision tool cleaning and is one of the leading service providers in the global market.

2. Overview of the subsidiary to be changed
(1)
(2)
(3)

Name
Location of the head
officePosition and name ofrepresentative

Pentagon Technologies Group, Inc.
21031 Alexander Ct. Hayward, California 94545, U.S.A.
Irwin H. Pfister, Chairman
Precision tool cleaning business and development of measuring(4)

Business description

instruments for surface particles on semiconductor manufacturing
equipment, consulting services relating to clean rooms, among otherindustry-related businesses(5)

Capital2,000 US dollars(6)

Date of establishment

October 13, 1998
Chairman of Pentagon Technologies
KAHI

36.100%25.000%President & CEO of Pentagon Technologies(7)

Major shareholders

VP Sales of Pentagon Technologies

and their

CFO of Pentagon Technologies

6.577%

shareholding ratio

CTO of Pentagon Technologies

5.623%

9.620%

6.666%VP Site Services of Pentagon Technologies

5.623%*The release of the name is withheld due to the request of theshareholder.

Relationship between(8)

Kurita and thecompany

CapitalKAHI, a subsidiary of Kurita, owns 25% of shares ofrelationshipPentagon Technologies.

Humanrelationships
Businessrelationship

Not applicableNot applicable

Net sales for the(9)fiscal year ended

89,790,000 US dollars (9,787 million yen)

December 2018
(Note 1) Converted at the exchange rate of 109 yen to a US dollar.
(Note 2) The release of net assets, total assets, trends in net sales, operating income, ordinary income, netincome and dividend per share is withheld because Kurita was unable to obtain consent fromPentagon Technologies.

3. Overview of the parties from whom the shares will be acquired
1) Chairman of Pentagon Technologies
2) President & CEO of Pentagon Technologies
3) VP Sales of Pentagon Technologies
4) CFO of Pentagon Technologies5) CTO of Pentagon Technologies
(1)

Name

6) VP Site Services of Pentagon Technologies
7) Info Tech of Pentagon Technologies
8) VP Products of Pentagon Technologies
9) Non-employee of Pentagon Technologies*The release of the name is withheld due to the request of theshareholder.

Relationship between(2)

Kurita and theNot applicableindividuals

4. Number of shares to be acquired, acquisition value and the status of shareholding before and after theacquisition
Number of shares(1)

held before

728,724 shares (shareholding ratio: 25%)

acquisition
(2)
(3)
(4)

Number of shares tobe acquired
Acquisition value
Number of shares
held after acquisition

757,875 shares
Amount of shares to be acquired: 52 million US dollars (5.7 billion yen)
Advisory fees (estimate)

Approximately 175 million yen

1,486,599 shares (shareholding ratio: 51%)

(Note 1) Converted at the exchange rate of 109 yen to a US dollar.

5. Schedule(1)

Date of resolution at
the Board ofDecember 26, 2019

Directors meeting(2)

Date of agreement(3)

Date of transfer ofshares

December 26, 2019
April 1, 2020 (planned)6. Future outlook
The impact of the acquisition of the shares on forecasts for consolidated financial results of Kurita iscurrently being carefully examined, and if any matter to be disclosed occurs in the future, Kurita will promptly
announce it.

End(Reference) Consolidated results forecasts for the current fiscal year (announced on November 11, 2019) andconsolidated financial results for the previous fiscal year (Unit: Million yen)

Consolidated net

Consolidated

sales

operating profit

Profit attributable
Profit before tax

to owners ofparentConsolidated results
forecasts for thecurrent fiscal year

273,000

30,00030,20021,300(Fiscal year ending
March 31, 2020)

Consolidated net

Consolidated

Consolidated

sales

operating income

ordinary income

24,32623,919Profit attributableto owners ofparentConsolidated financial
results for theprevious fiscal year

259,409

17,323(Fiscal year ended
March 31, 2019)(Note) Consolidated financial results for the previous fiscal year and consolidated results forecasts for thecurrent fiscal year are prepared based on Japanese GAAP and the International Financial ReportingStandards (IFRS), respectively.