Japan Fair Trade Commission
Upon a notification regarding a proposed acquisition of shares of Cymer Inc. (hereinafter “Cymer”) (hereinafter the “Acquisition”) by ASML US Inc. (headquartered in the United States; hereinafter “ASML US”), the subsidiary of ASML Holdings N. V. (hereinafter “ASML”), the Japan Fair Trade Commission (hereinafter “the JFTC”) had reviewed the Acquisition and reached the conclusion that, taking the measures proposed by ASML US, etc. into consideration, the Acquisition would not substantially restrain competition in any particular fields of trade. Accordingly, the JFTC has notified the parties that it will not issue a cease and desist order, resulting in the completion of its review.
Likewise, Antitrust Division of the U.S. Department of Justice (hereinafter “DOJ”), Korea Fair Trade Commission (hereinafter “KFTC”) and other competition authorities also had reviewed this case, and the JFTC had conducted the review of this case while exchanging information with DOJ, KFTC and other foreign competition authorities.
1. Outline of the transaction
ASML US, the subsidiary of ASML Holdings N. V. that runs business of manufacturing and selling lithography systems used in the front-end process of semiconductor manufacturing, is planning to acquire all the shares of Cymer which runs business of manufacturing and selling light sources composing an important part of the lithography system.
2. Reviewing process
Receipt of the notification regarding the Acquisition by ASML US on January 30, 2013 (start of the primary review)
Request for reports, etc. by the JFTC on February 28, 2013 (start of the secondary review)
Receipt of all requested reports, etc. from the parties on April 11, 2013 (the due date for a prior notice was set on July 11, 2013)
Notification to the parties that a cease and desist order will not be issued on May 2, 2013
As a result of its review, the JFTC concluded that, taking the measures proposed by ASML US, etc. into consideration, the Acquisition would not substantially restrain competition in any particular fields of trade (for more details of the review conclusion, please see the attachment).
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 planed 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).