SC14D9C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14D-9

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

Adept Technology, Inc.

(Name of Subject Company)

Adept Technology, Inc.

(Names of Person(s) Filing Statement)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

006854202

(CUSIP Number of Class of Securities)

Seth Halio

Chief Financial Officer

Adept Technology, Inc.

5960 Inglewood Drive

Pleasanton, CA 94588

(925) 245-3400

(Name, address and telephone number of person authorized to receive notices and communications

on behalf of the person(s) filing statement)

With copies to:

Rob Cain
President and Chief Executive Officer
Adept Technology, Inc.
5960 Inglewood Drive
Pleasanton, CA 94588
(925) 245-3400 Lisa A. Fontenot
Gibson, Dunn & Crutcher LLP
1881 Page Mill Road
Palo Alto, CA 94304-1211
(650) 849-5300

x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Schedule 14D-9C consists of the following documents relating to the proposed acquisition of Adept Technology, Inc., a Delaware corporation (the “Company”), by Hoffman Acquisition Corp., a Delaware corporation (“Merger Sub”) and wholly owned subsidiary of Omron Management Center of America, Inc., a Delaware corporation (“Parent”) and wholly owned subsidiary of OMRON Corporation, a Japanese corporation (“Omron”), pursuant to the terms of an Agreement and Plan of Merger, dated September 16, 2015, by and among the Company, Omron, Parent and Merger Sub:

(i) Parent Employee Communication, dated September 16, 2015, which is attached hereto as Exhibit 99.1 and incorporated herein by reference;

(ii) Company Employee Communication, dated September 16, 2015, which is attached hereto as Exhibit 99.2 and incorporated herein by reference;

(iii) Company Employee Presentation, dated September 16, 2015, which is attached hereto as Exhibit 99.3 and incorporated herein by reference;

(iv) Letter to the Company’s Distributors and Vendors, dated September 16, 2015, which is attached hereto as Exhibit 99.4 and incorporated herein by reference; and

(v) English translation of the Notice of Agreement to Acquire Adept Technology, Inc. filed by Omron with the Tokyo Stock Exchange on September 16, 2015, which is attached hereto as Exhibit 99.5 and incorporated herein by reference.

The information set forth under Items 1.01 and 8.01 (including all exhibits attached thereto and incorporated therein by reference) of the Company’s Current Report on Form 8-K dated and filed September 16, 2015 is incorporated herein by reference.

Notice to Investors

This report does not constitute an offer to sell or the solicitation of an offer to buy any securities. The tender offer for the outstanding shares of the Company’s common stock described in this report has not commenced. At the time the tender offer is commenced, Omron, Parent and Merger Sub will file or cause to be filed a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (“SEC”) and the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC related to the tender offer. The Tender Offer Statement (including an Offer to Purchase, a related Letter of Transmittal and other tender offer documents) and the Solicitation/Recommendation Statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to the Company’s stockholders at no expense to them by the information agent to the tender offer, which will be announced. In addition, all of those materials (and any other documents filed with the SEC) will be available at no charge on the SEC’s website at www.sec.gov.

Forward-Looking Statements

Any statements made concerning the proposed transaction between the Company, Omron, Parent and Merger Sub, the expected timetable for completing the transaction, the successful integration of the business, the benefits of the transaction, future revenue and earnings and any other statements that are not purely historical fact are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed or implied by such statements, including general economic and business conditions, conditions affecting the industries served by the Company, Omron or Parent and their respective subsidiaries, conditions affecting the Company’s, Omron’s or Parent’s customers and suppliers, competitor responses to the Company’s, Omron’s or Parent’s products and services, the overall market acceptance of such products and services, the integration of the businesses and other factors disclosed in the Company’s periodic reports filed with the SEC. Consequently, such forward-looking statements should be regarded as the Company’s, Omron’s and Parent’s current plans, estimates and beliefs. None of the Company, Omron, Parent or Merger Sub assumes any obligation to update the forward-looking information contained in this report, except as expressly required by law.

EXHIBIT INDEX

Exhibit No.	Description
99.1	Parent Employee Communication, dated September 16, 2015.
99.2	Company Employee Communication, dated September 16, 2015.
99.3	Company Employee Presentation, dated September 16, 2015.
99.4	Letter to the Company’s Distributors and Vendors, dated September 16, 2015.
99.5	English translation of the Notice of Agreement to Acquire Adept Technology, Inc. filed by Omron with the Tokyo Stock Exchange on September 16, 2015.

EX-99.1

Exhibit 99.1

Sender: From the Desk of Nigel Blakeway

Subject: OMRON to Acquire U.S.-based Adept Technology

Send to: Omron employees in the Americas – OMCA, OEI, OCI, OBR. To managers of OOM, Healthcare, Automotive for dissemination to staff where appropriate.

Dear OMRON colleagues,

I am delighted to share the news that today OMRON has entered into an agreement with Adept Technology, Inc., a global, leading provider of intelligent robots, autonomous mobile robot solutions and services, for OMRON to acquire Adept.

OMRON plans to acquire all of the outstanding shares of common stock of Pleasanton, California-based Adept through an all cash tender offer followed by a second-step merger. The transaction has been unanimously approved by the Boards of Directors of both companies. The tender offer is expected to commence on or about September 23, 2015, and the transaction is expected to close on or about October 23, 2015.

This acquisition is a part of the acceleration of OMRON’s “ILO+S” (Input, Logic, Output and Safety) strategy for our Industrial Automation Business. We are excited about the prospect of adding Adept‘s robotics technologies to our product portfolio to deliver an even greater range of industrial automation solutions to our customers.

The press release for this announcement is attached.

Yours sincerely,

/s/ Nigel Blakeway

Forward-Looking Statements

Any statements made concerning the proposed transaction between OMRON and Adept, the expected timetable for completing the transaction, the successful integration of the business, the benefits of the transaction, future revenue and earnings and any other statements that are not purely historical fact are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed or implied by such statements, including general economic and business conditions, conditions affecting the industries served by OMRON, Adept and their respective subsidiaries, conditions affecting OMRON’s and Adept’s customers and suppliers, competitor responses to OMRON’s and Adept’s products and services, the overall market acceptance of such products and services, the integration of the businesses and other factors disclosed in Adept’s periodic reports filed with the SEC. Consequently, such forward-looking statements should be regarded as OMRON’s and Adept’s current plans, estimates and beliefs. Neither OMRON nor Adept assume any obligation to update the forward-looking information contained in this report, except as expressly required by law.

Additional Information and Where You Can Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities. The tender offer for the outstanding shares of Adept’s common stock described in this communication has not commenced. At the time the tender offer is commenced, OMRON will file or

cause to be filed a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (“SEC”) and Adept will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC related to the tender offer. The Tender Offer Statement (including an Offer to Purchase, a related Letter of Transmittal and other tender offer documents) and the Solicitation/Recommendation Statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to Adept’s stockholders at no expense to them by the information agent to the tender offer, which will be announced. In addition, all of those materials (and any other documents filed with the SEC) will be available at no charge on the SEC’s website at www.sec.gov.

EX-99.2

Exhibit 99.2

Sender: From the Desk of Rob Cain

Subject: OMRON to Acquire Adept Technology

Send to: All Adept technology employees

Dear Adept colleagues,

I am delighted to share the news that today Adept Technology, Inc. has entered into an agreement with OMRON for OMRON to acquire Adept.

OMRON plans to acquire all of the outstanding shares of common stock of Adept through an all cash tender offer followed by a second-step merger. The transaction has been unanimously approved by the Boards of Directors of both companies. The tender offer is expected to commence on or about September 23, 2015, and the transaction is expected to close on or about October 23, 2015.

This acquisition is a part of the acceleration of Adept’s strategic plan, as well as OMRON’s “ILO+S” (Input, Logic, Output and Safety) strategy for its Industrial Automation Business. Both companies are excited about the prospect of integrating Adept‘s robotics technologies into OMRON’s product portfolio to deliver an even greater range of industrial automation solutions to customers.

We will have live meetings at Adept offices to provide more information about this transaction, its strategy and goals for Adept once it becomes part of OMRON and answer questions. Nigel Blakeway, who will become Chairman of Adept after the closing of the transaction, will join me in Pleasanton today for this discussion. Employee town hall meetings will be held via conference call beginning with our teams in Asia, then in Europe and follow up with the teams in North America all later today.

I know that we will all do our part to make this transaction a success. We will continue to keep you informed of our progress and any expectations we have regarding your role. We will also make every effort to respond to your questions and concerns in a timely manner as we move forward with the next phase of Adept.

The press release for this announcement is attached.

Yours sincerely,

Rob Cain

Adept Technology

President and Chief Executive Officer

Forward-Looking Statements

Any statements made concerning the proposed transaction between the Company, Omron, Parent and Merger Sub, the expected timetable for completing the transaction, the successful integration of the business, the benefits of the transaction, future revenue and earnings and any other statements that are not purely historical fact are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed or implied by such statements, including general economic and business conditions, conditions affecting the industries served by the Company, Omron, Parent and their respective subsidiaries, conditions affecting the Company’s, Omron’s or

Parent’s customers and suppliers, competitor responses to the Company’s, Omron’s or Parent’s products and services, the overall market acceptance of such products and services, the integration of the businesses and other factors disclosed in the Company’s periodic reports filed with the SEC. Consequently, such forward-looking statements should be regarded as the Company’s and Parent’s current plans, estimates and beliefs. Neither the Company nor Omron, Parent or Merger Sub assume any obligation to update the forward-looking information contained in this report, except as expressly required by law.

Additional Information and Where You Can Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities. The tender offer for the outstanding shares of Adept’s common stock described in this communication has not commenced. At the time the tender offer is commenced, Omron will file or cause to be filed a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (“SEC”) and Adept will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC related to the tender offer. The Tender Offer Statement (including an Offer to Purchase, a related Letter of Transmittal and other tender offer documents) and the Solicitation/Recommendation Statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to Adept’s stockholders at no expense to them by the information agent to the tender offer, which will be announced. In addition, all of those materials (and any other documents filed with the SEC) will be available at no charge on the SEC’s website at www.sec.gov.

EX-99.3

1

September 16, 2015

Exhibit 99.3

2

•

Transaction overview

•

Rationale

•

About OMRON

•

People –

what

does this mean for me

•

Questions / comments

Agenda

3

•

Omron plans to acquire 100% of the outstanding shares of Adept

common stock

•

All cash tender offer followed by a second-step merger

Transaction Overview

Acquisition

Approach

•

Omron will offer investors $13 per share of Adept common stock

•

Represents a 63% premium over the closing price for Adept’s

common stock on September 15, 2015

•

This values Adept at approximately $200 million USD

Acquisition

Value

•

Tender offer expected to commence on or about September 23, 2015

•

Transaction expected to close on or about October 23, 2015

•

Subject to customary closing conditions, including at least a majority of shares

of Adept common stock being tendered in the offer, expiration of the applicable

waiting

period

under

the

Hart-Scott-Rodino

Antitrust

Improvements

Act

of

1976,

and receipt of required foreign antitrust approvals

Acquisition

Timing

4

•

Strategic alignment towards Manufacturing, Food & Beverage &

Semiconductor Markets

•

Robotics growth in factory automation forecasted +12% CACR

•

Complementary geographic market penetration strengths

Strategic Rationale -

OMRON

Market &

Geographic

Rationale

•

Completes

ILO+S

(Input

-

Logic

-

Output

+

Safety)

portfolio

with

Robotics

•

Enables unprecedented solution flexibility & throughput

•

Expands solution envelope into materials handling & logistics

Solution &

Portfolio

Rationale

•

Defines global leadership in motion, control & robotics technologies

•

Combines two world leading development & software engineering

teams

•

Mobile robotic platform has a high value, blue ocean market horizon

Technology &

Know How

Rationale

5

•

Accelerates Sales, Marketing, and Product Development

•

Introduces best-in-class worldwide talent

Strategy Rationale –

Adept Employees

Accelerate

Five Year

Plan

•

Drives top line with sales and marketing synergies

•

Execution of operational synergies become profitable near term

•

Provides resources to accelerate growth goals

Accelerate

our Results

Top and

Bottom line

•

Integrity, Respect, Trust, global effective teamwork

Culture Fit!

6

•

Accelerate our five year plan

•

New resources and new opportunities

Careers

•

Compensation and benefits to be generally

comparable with current

•

Systematic review to align the two companies

Compensation

and Benefits

Strategy Rationale –

Adept Employees

7

Broad Product Portfolio

Industry leading software and controls for fixed and

mobile automation

8

Product / Technology Rationale

Adept brings to life our vision of the future of Automation

Traditional

Focus Areas

Current

Expansion

Future Growth

Areas

•

Product Quality

•

Labor Reduction

•

Stability

•

Optimization

•

Speed

•

Productivity & Speed

•

Lean Manufacturing

•

Multi-line Production

•

Big Data

•

Energy Conservation

•

Dock-to-Dock Automation

•

Digitized Factory

•

Automated Mat. Handling

•

Unmanned Warehouse

•

Eco Friendly

9

Number of Employees

10

Net Sales by Business Segment

?

11

Europe

Greater

China

China

North

America

Global Network

Asia

Pacific

Korea

Japan

Taiwan

Hong Kong

Philippines

Malaysia

Singapore

Indonesia

Australia

New Zealand

Vietnam

India

Thailand

South Africa

Canada

Mexico

U.S.A.

Brazil

Argentina

Russia

Poland

Sweden

Finland

Norway

Denmark

U.K.

Portugal

France

Belgium

Spain

Switzerland

Italy

Turkey

Czech Republic

Slovakia

Austria

Hungary

Netherlands

Germany

Omron

is

expanding

its

business

in

the

Americas,

Europe,

Asia

Pacific

and

China,

from

our

factory automation control equipment business to building a retail network spanning 80 countries.

Our

5

major

factories

are

in

Dalian,

Shanghai,

Shenzhen,

and

Guangzhou

in

China

&

the

mother

factory

in

Japan.

?

12

Locations in the Americas

Chicago

OMCA-HQ, OFI (HQ)

OEI (IAB)

OCB-AM (EMC)

OED-C (AEC)

OHI / MIRA (HCB)

Mexico City

OMCA-MX (HQ)

OEI-MX (IAB)

OHM (HCB)

Sao Paulo

OBR (HQ/IAB)

OAZ

(AEC)

OHB / OHN (HCB)

Canada

OFC (HQ)

OCI (IAB)

OAR (AEC)

Houston

OOM

(IAB)

Guanajuato

OAX (AEC)

OEI-MX (IAB)

Detroit

OED (AEC)

Fremont

OSTI (IAB)

Miami

OHI (HCB)

13

Confidential B

VG2020 Sales History

6,505

453

(7.0%)

37.1%

Sales

GP

margin

operating

income

(ROS)

6,195

401

(6.5%)

36.8%

8,473

866

(10.2%)

39.3%

7,730

681

(8.8%)

38.5%

FY11

FY12

FY13

FY14

ROIC

ROE

8.6%

4.8%

13.4%

11.3%

8.8%

5.2%

13.5%

11.6%

Unit: JPY

10 billion

14

Confidential B

VG2020 Goal

Sales Revenue: Over 1 trillion yen

Implementing the Omron Principles

Growth

Creating new value around the world

Challenge for further GROWTH!

15

OMRON Principles

16

We are looking forward

to a bright future together

17

Timing and next steps

•

Announcement

9/16

•

Sign & Close window

9/16 –

on or about 10/23

–

Business execution

–

Communications

–

Employees

–

Customers / suppliers

–

Planning

•

Integration plan execution

From closing

–

Top line team

–

Synergies team

–

Communications team

18

Adept employee communication

•

Follow on question and answer

Daily, next 3 days, as needed

–

ECM style and department break outs

•

CEO status / update

Weekly email, next 5 weeks

•

Omron profile and deal rationale

Sept 22

•

Employee contract appointments

Sept 28 –

Oct 16

19

Questions / Comments

20

Forward Looking Statements

Any statements made concerning the proposed transaction between the Company, Omron,

Parent and Merger Sub, the expected timetable for completing the transaction, the successful

integration of the business, the benefits of the transaction, future revenue and earnings and

any other statements that are not purely historical fact are forward-looking statements.

Such

forward-looking statements involve known and unknown risks, uncertainties and other factors

that could cause actual results to differ materially from the results expressed or implied by such

statements, including general economic and business conditions, conditions affecting the

industries served by the Company, Omron, Parent and their respective subsidiaries, conditions

affecting the Company’s, Omron’s or Parent’s customers and suppliers, competitor responses

to the Company’s, Omron’s or Parent’s products and services, the overall market acceptance

of such products and services, the integration of the businesses and other factors disclosed in

the Company’s periodic reports filed with the SEC.

Consequently, such forward-looking

statements should be regarded as the Company’s and Parent’s current plans, estimates and

beliefs.

Neither the Company nor Omron, Parent or Merger Sub assume any obligation to

update the forward-looking information contained in this presentation, except as expressly

required by law.

21

Where you can find Additional Information

This communication does not constitute an offer to sell or the solicitation of an offer to

buy any securities. The tender offer for the outstanding shares of Adept’s common

stock described in this communication has not commenced. At the time the tender offer

is commenced, Omron will file or cause to be filed a Tender Offer Statement on

Schedule TO with the Securities and Exchange Commission (“SEC”) and Adept will file

a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC related to

the tender offer. The Tender Offer Statement (including an Offer to Purchase, a related

Letter of Transmittal and other tender offer documents) and the

Solicitation/Recommendation Statement will contain important information that should

be read carefully before any decision is made with respect to the tender offer. Those

materials will be made available to Adept’s stockholders at no expense to them by the

information agent to the tender offer, which will be announced. In addition, all of those

materials (and any other documents filed with the SEC) will be available at no charge

on the SEC’s website at www.sec.gov.

EX-99.4

Exhibit 99.4

September 16, 2015

Dear valued Adept customers and partners:

This morning we announced that Adept entered a definitive agreement to be acquired by OMRON, a global leader in the field of automation based on its core sensing and control technology. We are excited about this transaction and for the future of Adept. The uniting of Adept’s intelligent robots and autonomous mobile solutions with OMRON’s strength in the marketplace is a great combination for our employees, customers, suppliers, partners, and stockholders. Adept and OMRON share a similar vision for the future of automation solutions. We believe that OMRON brings tremendous resources, a broad product and solutions portfolio, and a global sales and services reach with scale to accelerate the worldwide adoption of our automation solutions.

Adept will continue to develop our current software-based solutions that allow manufacturers to maximize productivity, safety, flexibility and product quality. As part of OMRON, we will also have access to greater financial and human resources, and be able to combine to create a broader product and solutions portfolio. We expect the transaction to close in late October 2015, subject to the satisfaction of customary conditions and regulatory approvals. Until the closing, we’ll continue to operate as independent companies. We want to assure you that we are dedicated to providing the same high quality products, service and support that you have come to expect from Adept. We intend to make this transition as smooth as possible and are taking great care to ensure that there is no adverse impact to your operations.

We want to thank everyone who has played a role in Adept’s success over the past 30 years. We appreciate your business and look forward to continuing to work with you in the future. Should you have any questions or concerns, please reach out to your local sales representative or contact me directly at rob.cain@adept.com

A press release regarding the transaction is also available on the website www.adept.com.

Sincerely,

Rob Cain

President and CEO

Forward-Looking Statements

Any statements made concerning the proposed transaction between the Company, Omron, Parent and Merger Sub, the expected timetable for completing the transaction, the successful integration of the business, the benefits of the transaction, future revenue and earnings and any other statements that are not purely historical fact are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed or implied by such statements, including general economic and business conditions, conditions affecting the industries served by the Company, Omron, Parent and their respective subsidiaries, conditions affecting the Company’s, Omron’s or Parent’s customers and suppliers, competitor responses to the Company’s, Omron’s or Parent’s products and services, the overall market acceptance of such products and services, the integration of the businesses and other factors disclosed in the Company’s periodic reports filed with the SEC. Consequently, such forward-looking statements should be regarded as the Company’s and Parent’s current plans, estimates and beliefs. Neither the Company nor Omron, Parent or Merger Sub assume any obligation to update the forward-looking information contained in this report, except as expressly required by law.

Additional Information and Where to Find It

This report does not constitute an offer to sell or the solicitation of an offer to buy any securities. The tender offer for the outstanding shares of the Company’s common stock described in this report has not commenced. At the time the tender offer is commenced, Omron, Parent and Merger Sub will file or cause to be filed a Tender Offer Statement on Schedule TO with the SEC and the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC related to the tender offer. The Tender Offer Statement (including an Offer to Purchase, a related Letter of Transmittal and other tender offer documents) and the Solicitation/Recommendation Statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to the Company’s stockholders at no expense to them by the information agent to the tender offer, which will be announced. In addition, all of those materials (and any other documents filed with the SEC) will be available at no charge on the SEC’s website at www.sec.gov.

EX-99.5

Exhibit 99.5

Notice of Agreement to acquire Adept Technology, Inc. (NASDAQ-listed), a leading U.S. developer /

manufacturer / vendor of industrial robots

OMRON Corporation has today (September 16) entered into a definitive agreement to acquire (hereinafter, “the acquisition”) U.S. based Adept Technology, Inc. (head office California, CEO: Rob Cain, NASDAQ code: ADEP, hereinafter “Adept”) through an all cash tender offer to be commenced by Omron’s U.S. subsidiary (hereinafter, “the tender offer”) followed by a second-step merger of Omron’s U.S. subsidiary with and into Adept, as described below.

Details

1. Purpose of acquisition, etc.

As global manufacturing comes under even more pressure to cut costs, shorten supply cycles and operate across global environments, production sites around the world strive to improve productivity. Around the world, the concept of “making things” is facing a turning point. Against the background of social issues such as the shortage of manufacturing personnel and the high cost of wages, manufacturers have an increasing need for automation. The automation of manufacturing processes through the use of robots represents one solution for this situation. By adding the robotics technology of Adept to its already strong and broad current offering, OMRON will be very well positioned to provide “new automation concepts” as solutions to these issues for manufacturers in the automotive, digital device, food and beverage, packaging, and other industries, as well as engineering support. Adept is a leading U.S. based manufacturer of industrial robots. Adept offers a wide range of products tailored to the various needs of the manufacturing sector. Its strengths include technologies for controlling all kinds of robots, and vision sensors that act as robots’ “eyes.” Particularly in robot control technology, it has technologies that ensure both speed and smoothness of movement. Its ability to ensure precision in repetitive motion, which is the key to the success of robot functioning, enables the fastest functionality in the industry.

This acquisition is a part of the acceleration of OMRON’s “ILO+S” (Input, Logic, Output and Safety) strategy for its Industrial Automation Business, which provides automation solutions for the manufacturing industries. By acquiring Adept, OMRON will further enhance this offering by adding R (robotics) and advancing its strategy to “ILO+S+R” to meet the needs of customers.

2. Summary of the Acquisition

(1) Structure of the Acquisition (Law 238 I (1)) [Registry]

For the purpose of the acquisition, OMRON’s U.S. subsidiary, OMRON Management Center of America, Inc. (hereinafter, “OMCA”), has formed Hoffman Acquisition Corp. (hereinafter, “Hoffman”), a special purpose wholly owned subsidiary, in the State of Delaware. Through Hoffman, OMCA will commence an all cash tender offer to acquire 100% of the outstanding shares of Adept common stock. OMCA and Hoffman have entered into tender and support agreements with all directors and executive officers of Adept, as well as one of Adept’s largest stockholders, Hale Capital, pursuant to which such persons and Hale Capital have agreed to tender their shares of Adept common stock into the tender offer. Assuming at least a majority of shares of Adept’s common stock are tendered in the offer, Hoffman will carry out a second-step reverse subsidiary merger of Hoffman with and into Adept under the laws of the State of Delaware, making Adept a consolidated subsidiary of OMRON. In the second-step merger, Adept stockholders who did not tender their shares of Adept common stock in the tender offer and who have not exercised their statutory appraisal rights under the laws of the State of Delaware will receive cash in exchange their shares of Adept common stock in a per share amount equal to the tender price.

(2) Summary of Tender Offer (Law 2431)

(1) Company carrying out the tender offer

Hoffman

(2) Target of the tender offer

Adept

(3) Type of shares to be tendered in tender offer

Ordinary shares

(4) Offer price

USD$13.00 per share

(5) Funds required for tender offer

Approx. USD$201 million (estimated)*

* In addition to the total number of Adept shares outstanding, this figure includes payments for stock options and restricted stock units.

(6) Tender offer period

The tender offer period will commence within 10 days after the date of the acquisition agreement (hereinafter, “the Agreement”) (September 16, 2015, U.S. time), and will expire 21 business days after commencement (excluding Saturdays, Sundays, and U.S. holidays). The tender offer period may be extended, if the conditions to the consummation of the tender offer are not satisfied or waived, based on the terms of the Agreement.

(7) Minimum number of shares tendered

The consummation of the tender offer is subject to at least a majority of shares of Adept common stock being tendered and accepted for purchase by Hoffman in the offer.

(8) Change in percentage of share of target company held due to tender offer

Share held prior to tender offer: 0%

Share held after tender offer and second-step merger based on the laws of the State of Delaware: 100%

(3) Schedule

Commencement of tender offer (planned): On or about September 23 (U.S. time)

Expiration of tender offer (planned): On or about October 22 (U.S. time)

Effective date of second-step merger (planned): On or about October 23 (U.S. time)

3. Summary of company that is target of tender offer

(1) Name            (Law 238 I (1), Law 236 I (1)) [Registry]

Adept Technology, Inc.

(2) Location

Pleasanton, California, USA

(3) Representative (title, name) (Law 238 I (1), Law 236 I (4)) [Registry]

CEO: Rob Cain

(4) Description of business (no provisions) [Registry 911 III (12) ha]

Development, manufacture, sale of industrial robots

(5) Capital

$198.8 million (as of June 2015)

(6) Year of establishment

1983

(7) Sales (Law 238 I (1), Law 236 I (7)) [Registry]

$54.2 million (June 2015)

(8) Market capitalization

$116.2 million (as of September 15, 2015, U.S. time)

(9) No. of employees (Law 238 I (1), Law 236 I (8))

170 (as of September 15, 2015)

(10) Main locations (Law 238 I (1), Law 236 I (9))

Pleasanton CA, Amherst NH (USA)

Dortmund, Germany; Annecy, France

4. Impact of Acquisition on OMRON’s consolidated earnings

We will give notice separately of the anticipated impact on OMRON’s consolidated earnings in FY3/16 once we have verified details.

5. Other

This disclosure does not constitute an offer to sell or the solicitation of an offer to buy any securities. The tender offer for the outstanding shares of Adept’s common stock described in this disclosure has not commenced. At the time the tender offer is commenced, Omron, OMCA and Hoffman will file or cause to be filed a Tender Offer Statement on Schedule TO with the SEC and Adept will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the United States Securities and Exchange Commission (hereinafter, “the SEC”) related to the tender offer. The Tender Offer Statement (including an Offer to Purchase, a related Letter of Transmittal and other tender offer documents) and the Solicitation/Recommendation Statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to Adept’s stockholders at no expense to them by the information agent to the tender offer, which will be announced. In addition, all of those materials (and any other documents filed with the SEC) will be available at no charge on the SEC’s website at www.sec.gov.