Stock acquisition

RNS Number:7064D
Toppan Printing Co Ltd
05 October 2004

*Name of the listed company:

Toppan Printing Co., Ltd.

*Representative:

Naoki Adachi, President & CEO
(TSE First Section Code: 7911)

*For inquiries, please contact:

Takeshi Soejima, Director & Financial

Division Manager

*TEL:  [phone]

October 5, 2004


To whom it may concern,


    Announcement Concerning Acquisition of Shares of DuPont Photomasks, Inc.


Toppan Printing Co., Ltd. hereby gives notice that at a meeting held on October
5, 2004, its Board of Directors passed a resolution to acquire the shares of
DuPont Photomasks, Inc., a U.S. company, and make DuPont Photomasks, Inc. its
subsidiary with the following details:



1.      Reason for the acquisition

We regard the electronics business, including photomask and other businesses, as
an important business and the key to our future growth. In this regard, we have
decided to acquire 100% of the shares of DuPont Photomasks, Inc. (listed on
Nasdaq) as a part of our measures to strengthen our photomask business. This
will enable us to build development capabilities for leading-edge technology and
a global production network to respond in a timely manner to the increasingly
challenging requirements of customers around the world.



2.      Method of acquiring the shares

What is called in the U.S. as Cash Merger will be employed as the method to
acquire the shares and the current shareholders of DuPont Photomasks, Inc. are
to receive cash for their shares. We have established a wholly-owned subsidiary,
Toppan Corporation, for the purposes of the acquisition. Toppan Corporation and
DuPont Photomasks, Inc. will merge, and will be renamed Toppan Photomasks, Inc.



3.      Outline of the subsidiary to be acquired

 (1) Corporate Name:                       DuPont Photomasks, Inc.

 (2) Representative:                       Marshall C. Turner

 (3) Head Office Address:                  131 Old Settlers Boulevard, Round
                                           Rock, Texas 78664, U.S.A.

 (4) Date of Establishment:                June 25, 1985

 (5) Principal Line of Business:           Manufacture and sale of photomasks

 (6) Fiscal Year End:                      June 30

 (7) Number of Employees:                  Approximately 1,600 as of June 30,
                                           2004

 (8) Principal Place of Business:          Head office and others

 (9) Amount of Capital:                    US$324,233,000 as of June 30, 2004

(10)Number of Total Shares Issued:         18,482,544 shares


(11)Major Shareholders and Percentage of Shares Held (as of August 27, 2004) :


   E.I. du Pont de Nemours and Company        19.64%

   FMR Corp.                                  11.07%

   Boston Company Asset Management LLC         7.44%

   Dimensional Fund Advisors Inc.              7.10%

   Westport Asset Management, Inc.             6.65%


(12)Financial Results for Recent Fiscal Years (In Millions of Japanese Yen,
except Dividend per Share)
                                   Year Ended June 30, 2003               Year Ended June 30, 2004

Sales                                                       35,543                                 38,917
Gross Profit                                                 3,280                                  5,405
Operating Profit                                           (4,809)                                (3,605)
Ordinary Profit                                            (4,905)                                (3,819)
Net Income                                                (12,486)                                (8,024)
Total Assets                                                84,654                                 87,491
Shareholders Equity                                         39,484                                 32,471
Dividend per Share                                              --                                     --

Notes: 1.  Exchange rate of 110 Japanese Yen = US$1.00 used.

2.  Restructuring and impairment costs which were included in Operating Profit
in accordance with US GAAP have been reclassified to extraordinary losses.



4.      Total acquisition amount and shareholding ratio before and after the
acquisition

(1) Shareholding ratio before the acquisition:  --%

(2) Total acquisition amount:  Approx. 71 billion Japanese yen

(3) Shareholding ratio after the acquisition:  100%


5.      Schedule

October 5, 2004:  Date of approval of Board of Directors of Toppan Printing Co.,
Ltd.

Early 2005 (date not fixed yet):  Date of acquisition of DuPont Photomasks, Inc.



6.  Effect of the transaction

The effect of this transaction on the consolidated sales and operating profit
amounts for the fiscal year ending March 2005 will be minor; an amortization of
consolidation account adjustment for approximately 26 billion Japanese yen is
currently planned to be posted as an extraordinary loss. We will promptly make
corrections to our earnings forecasts and others if any corrections are
necessary after the details of the acquisition have been finalized.


Sincerely,

                      This information is provided by RNS
            The company news service from the London Stock Exchange
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