What benefits do you think this transaction will bring to employees, customers and other stakeholders?

The Company has been conscious of measures to maximize shareholder value over the medium to long term through business expansion and to enhance value for other stakeholders (customers, employees, suppliers, and society), which are important sources of business expansion.

By taking our company's shares private, our company hopes to increase value not only for shareholders over the medium to long term, but for all global stakeholders, and focus on building a stronger business foundation and increasing value.

What was the background to the decision of this transaction? What is the decision process?

We considered that industry restructuring in the semiconductor materials industry would be beneficial for us to achieve further growth and increase its corporate value.

Therefore, in mid-November 2022, we approached JICC to discuss structural issues in the domestic semiconductor materials industry and capital policies to resolve such issues. We and JICC came to the conclusion that it would be desirable for us to go private through the discussion and began more concrete discussion.

JICC conducted due diligence on the Company from mid-March to early in May 2023. Based on the considerations, on June 1, JICC made its first proposal.

After the series of discussions on terms, including the Tender Offer Price. the Board of Directors passed the resolution on June 26.
In order to ensure the fairness of the transaction, a special committee consisting of outside directors was established to examine the transaction, and the Board of Directors of the Company passed a resolution after respecting the report of the Special Committee to the maximum extent possible.

What was the catalyst for this transaction?

The structural issues in the domestic semiconductor materials industry are a major factor in initiating discussions with JICC.

As competition to develop next-generation technologies in semiconductor manufacturing intensifies, semiconductor manufacturers and equipment manufacturers are expanding their corporate scale and strengthening their bargaining power with semiconductor material manufacturers. Meanwhile, overseas semiconductor material manufacturers are increasing their competitiveness in terms of funds, human resources, and technology through large-scale mergers and acquisitions. However, domestic semiconductor material manufacturers, who have not yet engaged in mergers and acquisitions, must further strengthen their competitiveness.

Furthermore, our company still has a low market share in certain semiconductor materials, such as process materials and mounting materials for 5G technology. Additionally, there are many semiconductor materials in which our company has not yet entered, despite high market growth potential.

Therefore, in the field of semiconductor materials, it is believed that in order to maintain and expand our current competitive advantage, not only research and development, and capital investment but also bolder industry restructuring should be pursued. This will enable us to acquire a high market share in a wide range of semiconductor materials lineup, achieve technological integration with other companies, and enhance our international competitiveness by enhancing our resources, including acquiring new talent and technology.

How do you explain this transaction to the public?

(JSR perspective) The Company has been considering various measures to enhance its corporate value in the future, and has considered that industry restructuring in the semiconductor materials industry would be beneficial for the Company to achieve further growth and increase its corporate value. We believe that in order to resolve the structural issues in the domestic semiconductor materials industry, it would be desirable for our Company to go private and make its management decisions from a medium to long term perspective flexible and prompt without being preoccupied with short-term effects on business performance.

(JICC's perspective) JICC mainly aims in the transaction to improve the corporate value of our Company by making our Company a more resilient and sustainable entity after going private without being limited by its current capital structure or being affected by short-term fluctuations in business performance, and to strengthen the international competitiveness of the semiconductor materials industry which our Company's business is facing and obtain private capital by doing so.

What benefits do you think this transaction will bring to shareholders?

Our Company has determined that the Tender Offer Price is reasonable and provides the shareholders of the Company with a reasonable opportunity to sell the Company Shares at a reasonable premium compared to the premium level in other similar deals. The special committee also expressed its opinion that the tender offer price is appropriate.

How do you think this transaction will affect your company's enterprise value?

Until our company is delisted, we will continue to make the disclosures required of a publicly traded company. After the completion of the transaction, JICC, together with our Company's officers and employees, will utilize the solid business foundation our Company has built to date, as well as JICC's network, its financial strength, and its knowledge of our Company's management and industry environment, to promote a growth strategy that includes inorganic approaches by alliances with or acquisitions of other companies and will aim to achieve further business growth and increase the corporate value of our Company.

Therefore, utilizing such support from JICC, our company aims to increase corporate value by flexibly and promptly promoting each of the Company’s initiatives to enhance competitiveness and profitability in the medium to long term.

How do you think this transaction will affect your company's growth strategy, new business development and global strategy?

We will not change our strategy. By utilizing the Tender Offeror's beneficial resources related to industry restructuring, it can expect to formulate and execute business strategies for our Company's further growth.

We will be able to smoothly promote our Company's growth strategy through JICC's support for the expansion of its Digital Solutions business and other businesses centered on the semiconductor materials business, through acquisitions to which the Company is a party, and for the promotion of industry restructuring.

JICC's network with domestic and foreign institutional investors and private businesses can be utilized to support the planning and execution of global growth strategies of the Company, including the recruitment of new global human resources.

JICC can support our Company to establish a capital policy most conducive to the ongoing creation of the Company's corporate value through supporting its improvement strategies, equity story and collaboration with experts and other support services.

How do you think this transaction will affect management decisions and culture?

We don't have any specific changes in mind at this point, but in consultation with JICC, we will work out the best way forward.

Will the Tender Offer delist our company stock?

Since the transaction aims to make our company a wholly-owned subsidiary, the shares are expected to be delisted upon the completion of the tender offer and, if such a tender offer is consummated, through a subsequent scheduled squeeze-out procedures.

The minimum number of shares for the tender offer has been set, and if the total number of tendered shares is less than the minimum number of shares (138,531,400 shares), no share certificates will be purchased and the listing will be maintained. For details, please refer to the press release.

What management and growth strategy will be adopted after the transaction? Will there be a change from the current strategy?

JICC will utilize the solid business foundation the Company has built to date, as well as JICC's network, its financial strength, and its knowledge of the Company's management to promote a growth strategy by alliances with or acquisitions of other companies (i.e., methods through alliances with or acquisitions of other companies) and will aim to achieve further business growth and increase the corporate value of the Company.

While the basic lines of management strategy remain the same, we will utilize JICC's capital and knowledge and explore strategic options with JICC. We will pursue a growth strategy with a basic policy of re-listing, while aiming to take a leading role in the growth and restructuring of the semiconductor industry.

How will your company respond if it receives a takeover offer from someone other than JICC?

When a concrete and feasible serious proposal is made, our company
will consider and respond appropriately.

Who is your Financial Advisor / Legal Advisor?

Mizuho Securities Co., Ltd. and Mitsubishi UFJ Morgan Stanley are the financial advisor (FA) and Anderson Mori & Tomotsune is the legal advisor (LA).The special committee has not appointed its own experts.

How will the transaction affect your business model and service offering?

We do not expect any change in sales or marketing strategies as a result of this transaction.

Will there be any changes in your sales and marketing strategies as a result of the transaction?

We do not expect any change in sales or marketing strategies as a result of this transaction.

How will the transaction affect your customers and other business partners?

We do not anticipate a significant impact on our customers or other business partners.

What do you think is necessary to maintain and develop the relationship between companies and their customers and business partners by going private?

At present, we do not anticipate any significant impact on our customers or other business partners from this transaction. We believe that providing value to customers, whether public or private, will contribute to the maintenance and development of relationships.

Will there be any changes in manufacturing sites as a result of the transaction?

At this moment, we do not anticipate any changes to our manufacturing facilities as a result of this transaction.

Will there be any changes to manufacturing upgrades or investments as a result of the transaction?

At this moment, we do not have any plans to change our policy on renewal and growth investment in manufacturing facilities as a result of this transaction.

Will there be any changes to R&D system as a result of the transaction?

At this moment, we do not anticipate any changes to our R&D structure as a result of this transaction.

Will there be any changes to future manufacturing plans due to the transaction?

At this moment, we do not plan to make any changes to our manufacturing plans as a result of this transaction.

Are there any initiatives to improve manufacturing efficiency and reduce costs as a result of the transaction?

We are constantly implementing initiatives to improve manufacturing efficiency and reduce costs, whether or not we are going private. We do not anticipate any changes to those initiatives as a result of this transaction.

Will there be any changes to the manufacturing process as a result of the transaction?

At this moment, we do not plan to make any changes to the manufacturing process as a result of this transaction.

Will there be any change in product quality as a result of the transaction?

At this moment, we do not expect any changes in product quality as a result of this transaction.

Will there be an impact on delivery times and product delivery associated with this transaction?

At this moment, we do not expect any material impacts on deadline for delivery times and product delivery associated with this transaction.

Will there be any changes in quality control or safety measures associated with this transaction?

We do not anticipate any changes in quality control or safety measures associated with this transaction.

Will there be any supply chain changes or adjustments associated with this transaction?

At this moment, we do not anticipate any changes to the supply chain are planned associated with this transaction.

Will this transaction affect future employee employment?

At this moment, we do not plan to make any changes to future hires through the deal.
However, as stated in JICC's press release announcing the start of the tender offer, we believe that JICC will be able to assist us in the planning and execution of our global strategy, including the recruitment of new global talent.

Will your company ever go public again?

JICC's basic policy is to re-list the shares once our company's business growth and increased corporate value are realized through the transaction, but nothing has been specifically decided at this time.

I understand that the purpose is to restructure the semiconductor materials industry to enhance its international competitiveness, but what about the rest of the business?

We will continue to drive our current strategy. At this time, no business reorganization has been decided, including the Digital Solutions business, and operations will continue under the current structure.

How do you think this transaction will affect your differentiation and competitiveness from your competitors?

Our Company positions JICC as the most appropriate partner to promote initiatives that contribute to the enhancement of corporate value from a medium- to long-term perspective, and expects to receive the support for funds raising necessary for research and development, capital investment, and M&A, including the promotion of business expansion and industry restructuring in the Digital Solutions business, with a focus on the semiconductor materials business.

There will be no change in specific management strategies from those we have presented to you so far for FY24.

Are there any changes in the current management team?

In principle, the current management team will continue to manage our company. While it is planned to appoint officers nominated by JICC after the deal, specifics for future structure will be determined in consultation with JICC.

Did you get clearance under the China Competition Law?

As stated in the press, prior notification of the TOB was submitted to the State Administration of Market Supervision and Administration of China on September 14, 2023 (local time). However, as the criteria for prior notification under the Chinese Competition Law was revised and the threshold of sales was raised on January 22, 2024, the TOB no longer meets the criteria for requiring prior notification. As a result, JICC filed an application on February 19, 2024 (local time) to withdraw the prior notification, and the withdrawal application was accepted on February 19, 2024 (local time).

What is the purchase price?

4,350 yen per common share
434,900 yen per share acquisition right (1st series and FY2006 to FY2014 share acquisition rights)
4,350 yen per share of American Depositary Shares represented by American Depositary Receipts

How much is the premium?

The Tender Offer Price per share is the price after adding a premium of 34.51% to the closing price of our company's shares on the Tokyo Stock Exchange Prime Market of 3,234 yen on June 23, 2023, the business day immediately preceding June 26, 2023, the date of the announcement of the Tender Offer, which equals
the price after adding a 30.47% premium of the simple average of the closing price of 3,334 yen for the past 1 month to that date, and
the price after adding 36.66% premium of the simple average of the closing price of 3,183 yen for the past 3 months to that date, and
the price after adding 41.42% premium of the simple average of the closing price of 3,076 yen for the past 6 months to that date.

What is a tender offer notice?

In this deal, our company announced the tender offer in the form of an announcement prior to the commencement of the tender offer because procedures and responses are required under competition and investment control laws and regulations in Japan and abroad, and such responses require a certain period of time.

Is it possible to buy and sell shares in the market before the start of the tender offer?

Shares can be bought and sold on financial instruments exchanges as usual.

When will the tender offer begin?

it started in Mar 19, 2024.

How are they planning the acquisition scheme?

JICC02 established by JICC to carry out the transaction will conduct a tender offer for shares of our company with the objective of taking our company private. If JICC does not come to acquire all of the shares subject to the tender offer, after the consummation of the tender offer, JICC will conduct a squeeze out procedure to make our company a wholly owned subsidiary through the acquisition vehicle. Please refer to the press release for details.

Is there any change in the Tender Offer Price even though time has passed since the announcement?

There is no change.

The JSR Board of Directors, while fully respecting the contents of the report dated March 18, 2024 submitted by the Special Committee, has carefully reviewed the terms and conditions of the Tender Offer in light of business conditions in our company and the environment surrounding the Transaction. As of March 18, 2024, the JSR Board of Directors has determined that there are no factors that would change its opinion on the Tender Offer as of June 26, 2023, including its opinion on reasonableness of terms and conditions of the Transaction such as the Tender Offer Price.

When is the purchase period and is it possible to extend it?

JICC, the Tender Offerer, assumes a TOB period from March 19, 2024 to April 16, 2024. We are not particularly aware of the possibility of an extension at this time.

When will it be delisted and how long can it be sold on the market?

Although undecided at this time, as the Tender Offer is being conducted with the aim of making our company a wholly-owned subsidiary, it is expected that the Company will be delisted through the scheduled squeeze-out process once the Tender Offer is completed.

Can I apply before the tender offer begins?

You cannot tender before the tender offer begins.

Please tell us how to apply for this Tender Offer.

Please contact the contact information office of the Tender Offeror or the Tender Offer Agent, for details of the application process. It is expected that letters to shareholders will be sent out sequentially after the commencement of the Tender Offer.

Which brokerage firm will serve as the tender offer agent?

Nomura Securities Co., Ltd. (1-13-1 Nihonbashi, Chuo-ku, Tokyo, Japan) has been appointed as the tender offer agent for the Tender Offer.

If we do not apply for the Tender Offer and we hold the shares, what happens when the Tender Offer is established? How should I redeem it?

Since the purpose of this transaction is to make JSR a wholly-owned subsidiary, it is expected to be delisted through a squeeze-out procedure after the formation of the Tender Offer. After delisting, shareholders will not be able to continue to hold shares and will not be able to cash out through market sales. Shareholders who did not apply for the Tender Offer will receive a notice from the trust bank regarding the payment of money (expected to be equal to the tender offer price per share of our company) based on the squeeze-out procedure, which can be redeemed by the trust bank.

Please tell me the details of the application procedure

We plan to send all shareholders, as of the end of December 2023, the detailed information about the application procedure by mail. Furthermore, this information can also be found on the https://www.j-ic.co.jp/jp/news/.assets/20240318_JIC_JICC_Reference.pdf, so please refer to it as well. If you have any questions about the application procedure or any other concerns, please contact your nearest Nomura Securities' central brach or any of branch nationwide.