November 4, 2021
Name of Company
KAGA ELECTRONICS CO., LTD.
Representative
Ryoichi Kado, President & COO(Stock Code: 8154 Tokyo Stock Exchange, First Section)
Eiji Kawamura, Managing Director
Contact
Head of Administration Headquarters
Tel: 03-5657-0111(Change in Matters Disclosed)Notice Regarding the Conclusion of a Share
Exchange Agreement for the Acquisition of a Consolidated Subsidiary as aWholly owned Subsidiary through a Simplified Share Exchange
Kaga Electronics Co., Ltd. (“the Company”) has determined to partially change the scheme ofacquisition described in the “Notice Regarding Acquisition of Shares in Fujitsu Electronics Inc.
[currently KAGA FEI Co., Ltd.] (and Making It a Subsidiary)” published on September 10, 2018.
The Company and KAGA FEI Co., Ltd. (“KAGA FEI”) resolved, at meetings of their respective
boards of directors held on November 4, 2021, to implement a share exchange (“the ShareExchange”) with the Company as the wholly owning parent company and KAGA FEI as a whollyowned subsidiary. The Company and KAGA FEI concluded a share exchange agreement effective
the same day.
The Company plans to implement the Share Exchange effective January 1, 2022, withoutobtaining the approval of the general meeting of shareholders, in accordance with theprocedures for a simplified share exchange based on the provisions of Article 796, Paragraph 2of the Companies Act.
Because the Share Exchange is a simplified share exchange, representing the acquisition of aconsolidated subsidiary as a wholly owned subsidiary, the disclosure of some matters and details
have been omitted.
1. Purpose of Making KAGA FEI a Wholly owned Subsidiary through the Share Exchange
As stated in the “Notice Regarding Acquisition of Shares in Fujitsu Electronics Inc. [currentlyKAGA FEI Co., Ltd.] (and Making It a Subsidiary)” announced on September 10, 2018, theCompany has determined to progressively acquire the shares of KAGA FEI in three stages fora cash consideration. The first stage (January 1, 2019: 70% acquired) and the second stage(December 28, 2020: 85% acquired) of this acquisition have already been completed. The
Company has now decided to change the method used to acquire the remaining 15% of sharesto the exchange of shares, in order to simplify and expedite administrative and otherprocedures, and to make KAGA FEI a wholly owned subsidiary of the Company.
2. Summary of the Share Exchange(1) Schedule of the Share Exchange
Date of resolution of the board of directors(the Company)
Date of resolution of the board of directors(KAGA FEI)
Date of conclusion of the share exchange
agreement
Date of resolution of the extraordinary
general meeting of shareholders (KAGA FEI)
Date of cash payment pertaining to theShare Exchange
Planned date of implementation of theShare Exchange (effective date)-1-

November 4, 2021
November 4, 2021
November 4, 2021
November 4, 2021（scheduled）
December 28, 2021（scheduled）
January 1,2022（scheduled）

Notes: 1. The Company plans to implement the Share Exchange without obtaining theapproval of the general meeting of shareholders, in accordance with theprocedure for a simplified share exchange based on the provisions of Article
796, Paragraph 2 of the Companies Act.
2. The planned date of implementation (effective date) of the Share Exchange
and the date of cash payment pertaining to the Share Exchange may be alteredby agreement between the Company and KAGA FEI.
(2) Method of the Share Exchange
The Share Exchange is an exchange of shares with the Company as the wholly owningparent company and KAGA FEI as a wholly owned subsidiary.
The Company plans to implement the Share Exchange effective January 1, 2022,
without obtaining the approval of the general meeting of shareholders, in accordancewith the procedure for a simplified share exchange based on the provisions of Article
796, Paragraph 2 of the Companies Act.
(3) Details of Allotment Pertaining to the Share Exchange
The Company will allot and pay a cash consideration to shareholders who holdcommon shares of KAGA FEI, in the amount of 914.0442 yen per common share of
KAGA FEI held. No allotment pertaining to the Share Exchange will be made for sharesof KAGA FEI held by the Company (22,636,972 shares). The Company therefore plansto pay a total cash consideration of 3,651 million yen pertaining to the Share Exchange.
(4) Treatment of Share Acquisition Rights and Bonds with Share Acquisition Rights
Pertaining to the Share Exchange
Not applicable.
3. Basis, etc. for the Details of Allotment Pertaining to the Share Exchange
The value of the shares of KAGA FEI has been calculated, after various adjustments, basedon the value of consolidated net assets on the consolidated balance sheets, in view of the factthat the shares of KAGA FEI are not listed on a public exchange, and that it is a consolidated
subsidiary of the Company. The details of the allotment shown above have been decided basedon this result, after consultation between the parties concerned.
4. Overview of the Companies Involved in the Share Exchange
Wholly owning Parent Company
Wholly owned Subsidiary after theafter the Share Exchange
Share Exchange（１） Company Name

Kaga Electronics Co., Ltd.

（２） Address

20 Kandamatsunagacho,Chiyodaku Tokyo 101-8629 Japan（３）

Representativeʼstitle and namePresident & COO Ryoichi Kado

KAGA FEI Co., Ltd.
Headquarters: 2-100-45,
Shin-Yokohama, Kohoku-Ku,
Yokohama-shi, Kanagawa, 2228508 Japan
President & Representative
Director Junji Ogihara（４） Business

Sales of electronics parts andsemiconductors, EMS (Electronics
Design Manufacturing Service),
Sales of PCs and peripherals andmore.

（５） Capital

12,133 million yen

4,877 million yen

September 12, 1968

May 2, 1952

（６）

Date ofestablishment-2-

Design, development, and sale ofelectronic devices

（７）Number of shares
outstanding（８） Fiscal year end

28,702,118 shares

26,631,972 shares

March 31

March 31

9.88％
Sankyo Co., Ltd.
The Master Trust Bank of Japan,Ltd.
9.51％
Major shareholders
OKOZE CO., LTD.
7.01％
（９） and their ownership
Custody Bank of Japan, Ltd.
ratios
5.98％
The Bank of Mitsubishi UFJ, Ltd.
4.62％

(10)

Kaga Electronics Co., Ltd. 85％
Fujitsu Semiconductor Limited
15％

Financial position and business performance in the most recent fiscal year

Fiscal period

The company（Consolidated）

KAGA FEI（stand-alone）

FYE March 2021

FYE March 2021

Net assets

95,062 million yen

14,696 million yen

Total assets

237,004 million yen

42,229 million yen

3,311.24 yen

551.83 yen

Net sales

422,365 million yen

89,888 million yen

Operating income

11,467 million yen-1,061 million yen

Ordinary income

11,241 million yen-738 million yen

Profit attributable toowners of parent

11,399 million yen-480 million yen

Net income per share

415.07 yen-18.03 yen

Net assets per share

5. Status After the Share Exchange
There will be no change in the Companyʼs name, address, its representativeʼs title or name,its business, capital, or its fiscal year end pursuant to the Share Exchange.
6. Future Outlook
KAGA FEI is already a consolidated subsidiary of the Company, and, with the exception ofthe acquisition scheme, there is no significant change from the details published on September
10, 2018, in the “Notice Regarding Acquisition of Shares in Fujitsu Electronics Inc. [currently
KAGA FEI Co., Ltd.] (and Making It a Subsidiary).” The effect of the Share Exchange on theCompanyʼs business performance is therefore expected to be immaterial.

(Reference) Consolidated Results Forecast for the Fiscal Year Ending March 31, 2022 (announcedon November 4, 2021), and Consolidated Results for the Previous Fiscal Year
ProfitOperatingOrdinary
attributable toNet Sales
IncomeIncomeowners ofparent
Forecast
FYE March 2022
Results
FYE March 2021

470,000 million yen

15,000 million yen

14,500 million yen

9,000 million yen

422,365 million yen

11,467 million yen

11,241 million yen

11,399 million yen-3-