Company:  Shimadzu Corporation

Representative: Yasunori Yamamoto, President & CEO

(Code No. 7701, TSE Prime Market)

Contact: Shogoro Iwakiri,

Corporate Strategy Planning Department (Phone: +81-75-823-1559)

Shimadzu Corporation (the “Company” or “Shimadzu”) today announced that it has reached an agreement with Carlyle to acquire Tescan Group a.s. (“Tescan”), one of the pioneering companies in electron microscopy based in Europe, through a share purchase of all the shares of Glass HoldCo s.r.o., a special purpose company indirectly holding all the shares in Tescan (the “Transaction”).

1. Reasons for the Transaction

Shimadzu, guided by its corporate philosophy “Contributing to Society through Science and Technology” and its management philosophy “Realizing Our Aspiration for the Health of People and the Planet,” has leveraged the technologies and expertise cultivated over 150 years since its founding in 1875 to address social challenges. Shimadzu strives to provide products and services that meet various needs, earn the trust of shareholders and enhance corporate value.

Under its ongoing FY2023–2025 Medium-Term Management Plan, Shimadzu aims to transform into a total solution provider that delivers the “data” its customers require across business divisions. Key strategies include strengthening priority businesses and expanding global operations. In addition to pursuing organic growth through reinforcing its management foundation, Shimadzu has also advanced strategic investments, including M&A, as part of its inorganic growth initiatives.

Tescan is recognized as one of the pioneering companies in electron microscopy, which is expected to see significant growth within analytical and measurement instruments market. Its products are highly regarded for their robustness and user-friendliness, with a proven track record of more than 4,000 units sold across 80 countries worldwide, including regions such as Europe, the United States, and Asia, serving applications in materials science, semiconductors, and life sciences. In addition to Scanning Electron Microscopes (“SEM”) and Focused-Ion Beam SEM (“FIB-SEM”), Tescan also handle precision measurement instruments such as Transmission Electron Microscope (“TEM”), and Micro-CT systems. Shimadzu believes that Tescan’s “surface observation and analysis” capabilities complements Shimadzu’s “composition analysis” and ” physical property analysis,” and will significantly contribute to enhancing our growth potential and profitability.

Since entering into a business alliance agreement in July 2024, Shimadzu and Tescan have built a strong relationship as business partners and have been collaborating by adding Tescan’s products to Shimadzu’s analytical measurement lineup. In February 2025, as the first joint brand initiative, both companies launched two models of “SUPERSCAN SS-4000” in Japan. Shimadzu is working to provide high-value solutions for a wide range of research and development applications by offering comprehensive support—from installation to inspection and repair—along with Japanese-language software and manuals. Currently, in addition to the “SUPERSCAN SS-4000,” Shimadzu has also started sales of the “SUPERSCAN SS-3000” and “SUPERSCAN SS-2000,” further expanding the joint brand lineup.

Shimadzu has now decided to proceed with the Transaction, based on the judgement that further strengthening the relationship with Tescan will accelerate the provision of total solutions by combining data from “surface observation and analysis,” “composition analysis,” and “physical property analysis” for the global market, thereby contributing to the enhancement of corporate value over the medium to long term. With this transaction as a catalyst, Shimadzu aims to strengthen sales not only of SEM, where collaboration is already underway, but also of Tescan’s FIB-SEM, TEM, and Micro-CT products by leveraging Shimadzu’s customer network and support infrastructure. In addition, Shimadzu will promote the sale of its products by utilizing Tescan’s extensive customer base and pursue the development of new products and applications integrating both companies’ products.

2. Overview of the subsidiary to be acquired (Glass HoldCo r.o.)

(Note 1) As Tescan has been consolidated by Glass HoldCo s.r.o. since January 31, 2023, its financial results for the fiscal year ended December 31, 2022 are all CZK 0.

(Note 2) 1 CZK=7.6 JPY

(Note 3) Operating profit before goodwill amortization.

3. Overview of the counterparty to the acquisition of shares

4. Number of shares acquired, acquisition price, and shareholding before and after acquisition

(Note 4) 1 USD=156 JPY

(Note 5) The value is subject to change, since the final acquisition value is to be determined upon value adjustment after the closing, as defined in the share purchase agreement.

5. Schedule

6. Future outlook

The Company is currently assessing the impact of the Transaction on its consolidated earnings forecast for the fiscal year ending March 31, 2026. Any matters requiring disclosure will be promptly disclosed.

7. Advisors

Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. is retained as the financial adviser, and Clifford Chance is retained as the legal adviser to Shimadzu.