Basic Agreement for the Transfer of Flat Panel Display Manufacturing Equipment Operations

February 07, 2005

ULVAC, Inc. (Representative Director, President and CEO, Kyuzo Nakamura; headquarters: Chigasaki, Kanagawa Prefecture, Japan; hereafter referred to as "ULVAC"), Fujitsu Limited (Representative Director, Hiroaki Kurokawa; headquarters: Minato Ward, Tokyo, Japan; hereafter referred to as "Fujitsu") and its wholly owned subsidiary, Fujitsu VLSI Limited (Representative Director, Hitoshi Takahashi; headquarters: Kasugai City, Aichi Prefecture, Japan; hereafter referred to as "Fujitsu VLSI") have reached basic agreement regarding the transfer of Fujitsu VLSI's manufacturing equipment operations to ULVAC.

The three companies will continue to negotiate the detailed conditions of agreement and anticipate completion of the transfer by April 1, 2005

Overview of the Agreement

1. Objective of the Business Transfer
By leveraging its core strengths in vacuum technology, ULVAC has expanded its operations into a wide range of businesses. In particular, it has established a strong global position in the field of equipment for manufacturing liquid crystal displays (LCDs) and other types of flat panel displays. Moreover, further growth is expected within the flat panel display sector, particularly in the LCD, plasma display panel (PDP), organic electroluminescence display, and field emission display segments. Through the proposed business transfer, ULVAC intends to bolster its product line-up for flat panel display manufacturing equipment and exploit synergies with its current equipment to strengthen and expand its business.

Fujitsu VLSI has grown its operations in semiconductor circuitry design and development, and in manufacturing equipment, focusing on LCD production equipment. However, with LCD and other display-related businesses facing intensified market competition, and with the technology still in a state of significant change, the company believes that in order to maintain competitiveness in the LCD manufacturing equipment sector it would need to maintain large-scale R&D investment at a level equivalent to that of specialized equipment manufacturers. Given the situation, Fujitsu and Fujitsu VLSI together determined that, in order to achieve further growth in the manufacturing equipment business, the best course of action would be to transfer management of Fujitsu VLSI's manufacturing equipment operations to a company specializing in the manufacturing equipment business. In this way, Fujitsu VLSI will be able to focus on semiconductor circuitry design and development, and improve operational efficiency.

Since the objectives of the three companies coincided, they have agreed that the transfer of these operations to ULVAC is the best course of action.

2. Content of the Basic Agreement (items subject to transfer)
Operations (including personnel) of Fujitsu VLSI's manufacturing equipment unit (at the company's Gifu facility) related to the development, manufacture and sale of LCD one drop filling system, etching/ashing equipment, and PDP illumination testing equipment.

3. Anticipated Timetable
Completion of contract for transfer of operations: End of February, 2005
Effective date of the transfer: April 1, 2005

4. Corporate Profiles

(1) ULVAC
Name: Location: Representative: Founded: Capital: Net Sales: Number of Employees: Business Description:	ULVAC, Inc. Hagizono 2500, Chigasaki City, Kanagawa Prefecture, Japan Kyuzo Nakamura August 23, 1952 13,467,797,500 yen 157,900 million yen (for the period ending June 2004) 3,712 (as of June 30, 2004 on a consolidated basis) Development, manufacture, sales, customer support, and import/export of vacuum equipment, peripheral equipment, and vacuum components for the display, semiconductor, digital and electrical equipment, metal, machinery, automotive, chemical, food, and pharmaceutical fields as well as for universities and research labs. Research and technical advisor in the vacuum technology field.
(2) Fujitsu Limited
Name: Location: Representative: Founded: Capital: Net Sales: Number of Employees: Business Description:	Fujitsu Limited 4-1-1 Kamikodanaka, Nakahara-ku, Kawasaki City, Kanagawa Prefecture, Japan Hiroaki Kurokawa June 20, 1935 324,625,075,685 yen (as of December 31, 2004) 4,766,888 million yen (for FY2003 on a consolidated basis) 34,414 (as of September 20, 2004) Manufacture, sales and services for communication systems, information processing systems and electronic devices.
(3) Fujitsu VLSI
Name: Location: Representative: Founded: Capital: Net Sales: Number of Employees: Business Description:	Fujitsu VLSI Limited Headquarters: 2-1844-2 Kozojicho, Kasugai City, Aiichi Prefecture, Japan Gifu Facility: 1-1 Hachiyachoyada, Minokamoshi City, Gifu Prefecture, Japan Hitoshi Takahashi October 14, 1983 480,000,000 yen (100% from Fujitsu Limited) 22,800 million yen (for the period ending March 2004) 700 (as of March 20, 2004) Development, design, and sales of semiconductor circuitry, as well as design, development and sales of semiconductor manufacturing equipment.