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M&A and Subsidiary Changes6728ULVAC, Inc.Electrical Equipment and Precision Instruments

Notice Concerning a Company Split-Up (Incorporation-Type Company Split) of a Consolidated Subsidiary

Pure Surface Technology, Ltd., a consolidated subsidiary, has decided to carry out a shareholder-allocation spin-off under Korean law, under which the business related to target materials for flat-panel displays (FPDs) will be transferred to the newly established company UFOMAT Korea, Ltd. Following the spin-off, the shares in the newly established company to be received by the Company are scheduled to be transferred to this joint venture.

Worth reading
48Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
822
KRW 10 billion (approximately; sales of the business subject to the spin-off for the fiscal year ended June 2025)
Wording
Conditional
How definitive the wording is.

This transaction

Company split (shareholder-allocation spin-off under the Commercial Act of the Republic of Korea)
CounterpartyPure Surface Technology,Ltd.
Disclosing companyULVAC, Inc.
UFOMAT Korea, Ltd.Subject of this transactionVoting rights ownership percentage Before ULVAC KOREA,Ltd. 56.16% / The Company 43.84% → after ULVAC KOREA,Ltd. 56.16% / The Company 43.84%
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company

Manufacture, sale, import and export, and maintenance services for industrial materials, equipment and components centered on vacuum technology

Location Paju-si, Gyeonggi-do, Republic of KoreaShare capital KRW 267,949,900Date of incorporation 11 August 2026 (予定)
Net SalesApproximately KRW 82.2 billion (fiscal year ended June 2025; business subject to the spin-off) / KRW 149,728 million (fiscal year ended June 2025; PST, the splitting company)
Operating profitKRW 10,706 million (fiscal year ended June 2025; PST, the splitting company)
Net income for the current fiscal yearKRW 7,786 million (fiscal year ended June 2025; PST, the splitting company)
Net assetsKRW 21,571 million (as of 31 March 2026; business subject to the spin-off) / KRW 58,094 million (fiscal year ended June 2025; PST, the splitting company)
Consideration and expenses
Type of ConsiderationShares (ordinary shares of the newly established company will be allotted to PST shareholders as of the spin-off date in proportion to their respective ownership interests)
Impact on Business Performance

As this company split is an intra-group reorganization, its impact on the Company's consolidated results will be immaterial. The impact on consolidated results of the subsequent planned transfer of shares in the newly established company will be disclosed again when the share transfer agreement is executed.

Procedures and assumptions
Conditions Precedent to ExecutionResolution by PST's board of directors, resolution by PST's general meeting of shareholders (scheduled for 9 July 2026), expiration of the period for creditor objections, and other conditions
Management structure after acquisitionPST's corporate name, location, representative, business activities and fiscal year-end will remain unchanged. The representative of the newly established company will be Lee Jin-il (李 珍一), which will succeed to the assets, liabilities, contractual positions, employment relationships and other rights and obligations belonging to the business subject to the spin-off.
This transaction
ItemDetails
Transaction nameCompany split (shareholder-allocation spin-off under the Commercial Act of the Republic of Korea)
Counterparty namePure Surface Technology,Ltd.
Name of the Subject CompanyUFOMAT Korea, Ltd.
Business Description of the Subject CompanyManufacture, sale, import and export, and maintenance services for industrial materials, equipment and components centered on vacuum technology
Location of the Subject CompanyPaju-si, Gyeonggi-do, Republic of Korea
Capital Stock of the Subject CompanyKRW 267,949,900
Date of Establishment of the Subject Company11 August 2026 (予定)
Net Sales of the Subject CompanyApproximately KRW 82.2 billion (fiscal year ended June 2025; business subject to the spin-off) / KRW 149,728 million (fiscal year ended June 2025; PST, the splitting company)
Operating Profit of the Subject CompanyKRW 10,706 million (fiscal year ended June 2025; PST, the splitting company)
Net Income of the Subject CompanyKRW 7,786 million (fiscal year ended June 2025; PST, the splitting company)
Net Assets of the Subject CompanyKRW 21,571 million (as of 31 March 2026; business subject to the spin-off) / KRW 58,094 million (fiscal year ended June 2025; PST, the splitting company)
Type of ConsiderationShares (ordinary shares of the newly established company will be allotted to PST shareholders as of the spin-off date in proportion to their respective ownership interests)
Voting rights ownership percentageBefore ULVAC KOREA,Ltd. 56.16% / The Company 43.84% → after ULVAC KOREA,Ltd. 56.16% / The Company 43.84%
Impact on Business PerformanceAs this company split is an intra-group reorganization, its impact on the Company's consolidated results will be immaterial. The impact on consolidated results of the subsequent planned transfer of shares in the newly established company will be disclosed again when the share transfer agreement is executed.
Date of board resolution23 June 2026 (date of the Company's board resolution) / 24 June 2026 (予定; date of PST's board resolution)
Execution Date / Effective Date11 August 2026 (予定; spin-off date and registration date of the spin-off)
Conditions Precedent to ExecutionResolution by PST's board of directors, resolution by PST's general meeting of shareholders (scheduled for 9 July 2026), expiration of the period for creditor objections, and other conditions
Management structure after acquisitionPST's corporate name, location, representative, business activities and fiscal year-end will remain unchanged. The representative of the newly established company will be Lee Jin-il (李 珍一), which will succeed to the assets, liabilities, contractual positions, employment relationships and other rights and obligations belonging to the business subject to the spin-off.
Items this document does not state (14)
Acquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial Committee

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

In response to changes in the competitive environment in the Chinese market, the Company aims to improve business stability and medium- to long-term profitability by consolidating management resources and transitioning to a structure that enables faster decision-making.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning a Company Split-Up (Incorporation-Type Company Split) of a Consolidated Subsidiary | ULVAC, Inc. (6728) timely disclosure | Komori