December 10/2012
Japan Fair Trade Commission
Upon a notification regarding a proposed acquisition of shares of SII NanoTechnology Inc.(SIINT) by Hitachi High-Technologies Corporation (HHT), the Japan Fair Trade Commission (JFTC) had reviewed the planned acquisition and reached the conclusion that the deal would not substantially restrain competition in any particular fields of trade. Accordingly, the JFTC notified the parties that a cease and desist order will not be issued by the JFTC, resulting in the completion of its review.
I. Outlines of the transaction
HHT, a company that runs business of manufacturing and distributing analytical instruments*, etc. plans to acquire the entire stocks of SIINT, a company manufacturing and distributing analytical instruments as well.
*”Analytical instruments” mean those machines, instruments or devices that are used for qualitative and quantitative measures of composition, nature, structure or condition of substances.
II. Reviewing process
Receipt of the notification regarding the proposed acquisition of SIINT’s shares by HHTon July 10, 2012 (start of the primary review)
Request for reports, etc. by the JFTC on August 9, 2012 (start of the secondary review)
Receipt of all requested reports from the parties on November 9, 2012 (the due date for a prior notice was set on February 8, 2013)
Notification to the parties that a cease and desist order will not be issued on December 10, 2012
III. Conclusion
As a result of its review, the JFTC concluded that the proposed acquisition of shareswould not substantially restrain competition in the fields of trade on analytical instruments such as scanning electron microscopes (SEMs), focused ion beam systems (FIBs) and FIB-SEMs which the parties handle.
(Foot Note)
The JFTC has been authorized to conduct reviews on whether business combination plans may be substantially to restrain competition in particular fields of trade by following procedures prescribed in the Antimonopoly Act. When a notifying corporation submits the notification form to the JFTC and the JFTC receives it, the notifying corporation is prohibited from effecting the planned business combination, in question until the expiration of the 30-day waiting period from the date of receipt of the said notification. During the waiting period, concerning the business combination in question, the JFTC will normally either; (1) judge that the said business combination is not problematic in light of the Antimonopoly Act, or; (2) judge that more detailed review is necessary and request submission of the necessary reports, information or materials.
In the case of (1) above, to improve transparency of the review of business combination, the JFTC shall give notification to the effect that it will not issue a cease and desist order.
In the case of (2) above, the period when the JFTC may give notice prior to cease and desist order shall be extended until 120 days after the date of receipt of the notification or 90 days after the date of receipt of all reports etc., whichever is later. In case the JFTC judges in this extended period that the business combination plan in question is not problematic in light of the Antimonopoly Act, it shall give notification to the effect that it will not issue a cease and desist order, same as the case of (1).
*Every announcement is tentative translation. Please refer to the original text written in Japanese.
