Chairman's Office(2/27/2024)
M&A Background

I have never talked about M&A.

There have been several offers to acquire Nanophoton. In particular, last fiscal year, a company expressed a strong interest in acquiring us, and although we sincerely considered and made arrangements, the deal fell through. It seems that they were not interested in Raman microscopy, but only in buying and selling the company.

Going public or M&A is not an exit for me.
The exit of Nanophoton is for Nanophoton to continue to develop original microscopes that have never been seen before in the world, and to provide them to customers around the world who need them. To date, Nanophoton has had a presence in Japan, Korea, and Southeast Asia, but has not been able to offer its products worldwide. Nanophoton does not have enough money, people, or time to manufacture, sell, and maintain Raman microscopes around the world. If we chose to go public as an exit, Nanophoton’s stock would be traded on the market. Unspecified shareholders and investment firms would seek temporary profits and our dream would end up being just that, a dream.

We believe that Bruker is the best choice for a partner. Like Nanophoton, Bruker was founded by a university professor, and today its president and management team still hold PhDs and many of them have experience as university professors and startups. Although the company is different in size from Nanophoton, the culture is similar. Bruker is a global company that develops, manufactures, and markets analytical instruments such as nuclear magnetic resonance and mass spectrometers. It is also a leading manufacturer of infrared spectroscopy and X-ray analysis. The addition of Nanophoton’s Raman microscopes to these products is expected to have a significant synergistic effect. Nanophoton’s Raman microscopes solve the conflicting problems of astigmatism in spectrometers and chromatic aberration in microscopes, and also have a principle that reduces the enormous measurement time that would otherwise result from resolving time and spectra, respectively. Therefore, the only Raman microscopes with laser beam scanning and ultra-high speed have been Nanophoton products from 20 years ago, when the company was founded, until now.

In negotiating the M&A deal, I did not tell my family, employees, or clients until after the transfer of all shares was completed. I am sure everyone was very surprised.

We made it a condition of our agreement that the traditions and culture of Nanophoton would be maintained after the M&A. Even if the shareholders change, Nanophoton’s philosophy remains the same. The Nanophoton logo, product names, and employees will all remain the same.

February 24, 2024
Nanophoton Corporation
Chairman and Representative, Satoshi Kawata

(Translated by DeepL)