(1) Outline of business combination ① Name and business description of the acquired companyNameBusiness description Manufacture and sale of adhesive papers ② Reasons for the business combination The Group has been moving forward with the globalization of its business based on the concept of local production, manufacturing products in locations that are closer to its customers and providing them with a stable supply. Notably, in North America, in December 2016 the Group acquired MACTAC, a manufacturer and distributor of adhesive papers and films for labels, and graphic films, thereby strengthening and expanding its Printing & Variable Information Products Operations and Industrial & Material Operations, which are the Group’s core businesses. DURAMARK’s business operations span adhesive papers and films for labels, and graphic films, mainly provided to customers in North America. The acquisition provides immediate access to production equipment that MACTAC requires to increase the production capacity of adhesive papers and films for labels, its main products. In addition, the introduction of the DURAMARK-owned integrated production system for graphic films, as well as in-house production, will greatly help to acquire new commercial rights and expand sales. The Group plans to strengthen and expand its business not only in North America but also in Japan and other regions. ③ Effective date of the business combination ④ Legal form of the business combination ⑤ Ratio of acquired voting rights ⑥ Rationale for the determination of acquiring the company April 1, 2021 (US time) Acquisition of shares100% The determination was made because the Company acquired 100% voting rights of DURAMARK through MORGAN ADHESIVES COMPANY, LLC, a wholly owned subsidiary of MACTAC in the United States, by the acquisition of shares in exchange for cash. Business combination by acquisitionThe Company announced the results of talks with investors in DURAMARK PRODUCTS, INC. (headquartered in South Carolina, USA; hereinafter “DURAMARK”) regarding the Group acquiring all shares of DURAMARK, a manufacturer and distributor of various adhesive products. At the board of Directors meeting held on April 1, 2021, the board of directors passed a resolution to acquire all shares of DURAMARK and decided to carry out a transfer agreement with DURAMARK’s investors on April 1, 2021 (US time). The shares will be acquired through MORGAN ADHESIVES COMPANY, LLC, headquartered in Ohio, USA. MORGAN ADHESIVES COMPANY, LLC is a wholly owned subsidiary of MACTAC AMERICAS, LLC (hereinafter “MACTAC,” also headquartered in Ohio, USA), which is a wholly owned subsidiary of LINTEC USA HOLDING, INC.**LINTEC USA HOLDING INC. is a wholly owned subsidiary of the Company.Note: The company name has been changed to MACTAC, INC. on April 8, 2021.DURAMARK PRODUCTS, INC.and films for labels, graphic films, etc.(2) Acquisition cost of the acquired company and breakdown of consider-ation for the acquisition by typeConsideration for the acquisitionAcquisition cost(3) Content and amount of major acquisition-related costs Not yet determined at present.(4) Amount of goodwill arising from the business combination, cause of the goodwill, and amortization method and period, or Amount of negative goodwill and cause of the negative goodwill Not yet determined at present.(5) Amounts of assets received and liabilities assumed on the date of business combination, and their major components Not yet determined at present.Note: The Group is currently taking into consideration working capital and other variables at the time of acquisition of shares based on the transfer agreement. At present, the acquisition cost has not yet been definitively determined so the amounts listed above are provisional.CashU.S.$60,000 thousands (¥6,642 million)U.S.$60,000 thousands (¥6,642 million)103
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