Nissha Printing Co., Ltd. (hereinafter, the “Company”), pursuant to a resolution of the Board of Directors’ meeting held on August 5, 2016, will acquire shares in Graphic Controls Holdings, Inc. (hereinafter, the “Target”) from WestView Capital Partners II, L.P. (hereinafter, “WestView”) and others, through its wholly-owned subsidiary and holding company, Nissha Medical International, Inc. Following the acquisition, the Target along with its wholly-owned subsidiary, Graphic Controls Acquisition Corp., and its related group companies (hereinafter, “Graphic Controls Group”) will become subsidiaries of the Company.
The acquisition price of USD 135 million* will be paid at closing. The transaction is expected to close in late August 2016 following receipt of required approvals.
Additionally, as the value of capital stock of Graphic Controls Acquisition Corp. is greater than 10% of the capital stock of the Company, it is scheduled to be classified as a specified subsidiary of the Company after the share acquisition.

*Actual acquisition price will reflect price adjustments at the time of the acquisition, based on the agreement.

 The acquisition of Graphic Controls Group provides the Company the opportunity to expand into new businesses for medical devices and consumables, and medical device contract manufacturing.
In its Fifth Medium-term Business Plan announced in April 2015, the Company has established its medium-term vision as: “We will acquire and merge new technologies into our core printing technologies and expand our business portfolio into global growth markets.” Due to increasing volatility in product demand and price reduction pressures for products and services in the consumer electronics industry, which includes the Company’s mainstay smartphone and tablet devices, the Company is seeking to diversify its business and establish a foundation that can secure sustained sales growth and stable profits. Within its Fifth Medium-term Business Plan, the Company has identified M&A as one important tool to diversify its business portfolio. As part of its M&A strategy, the Company has promoted research and study in the medical market as a high potential target market, which is expected to grow on a global basis.
Graphic Controls Group is a medical devices and consumables manufacturer headquartered in the United States. Since its founding in 1909, it has applied its converting and printing technologies to business media and medical devices. In its main medical devices business, Graphic Controls Group manufactures and sells its own brand products to medical institutions such as hospitals, while also providing contract manufacturing services for major medical device manufacturers.
The medical devices and consumables sector in which the Graphic Controls Group is involved is forecast to grow on a global basis, against a backdrop of an increasingly aging society and proliferation of preventative medicine. Additionally, there is an increasing trend for major medical device manufacturers to focus on research and development and outsource the manufacture of medical devices to contract manufacturing providers. Accordingly, Graphic Controls Group is expected to demonstrate steady growth in the future in both its branded medical products and medical device contract manufacturing businesses.
This acquisition will provide the Company a broad product portfolio of medical devices and consumables, manufacturing capabilities for medical devices, and global sales channels to expand its business in the medical devices and consumables sector. Moving forward, the Company will utilize Graphic Controls Group as a platform to expand its business in the medical market, while creating a balanced business portfolio with its existing consumer electronics business. Additionally, Graphic Controls Group products, such as mainstay patient monitoring disposable electrodes and medical surgical consumables, and manufacturing capabilities, such as converting technologies, patterning formation on film and injection molding, have high compatibility with the Company’s core technologies. This allows for acceleration of initiatives including production efficiency improvement and new product development over the medium term by integrating the core technologies of both companies.

*Current available information is shown, and figures for business results are based on the local accounting standards of the United States of America.

 Approval date by the Board of Directors’ meeting：August 5, 2016
Date of execution of the agreement：August 5, 2016
Date of implementation of the share transfer：Late August 2016 (scheduled)