RHJ International Entered A Definitive Agreement To Acquire 6,400,000 U-SHIN Shares At 1,244 Yen Per Share
Brussels, March 28, 2006 ? Today, RHJ International SA/NV, formerly, the RHJ Funds managed by Ripplewood Holdings, hereinafter “RHJI”) entered into a definitive agreement with U-SHIN Ltd. (listed on the First Section of the Tokyo Stock Exchange: Code 6985, Head office: Minato-ku, Tokyo, Representative Director and President: Koji Tanabe, hereinafter “U-SHIN”), a manufacturer of electrical components for automobiles, with respect to the acquisition of shares in U-SHIN through third party allotment.
On April 13, RHJI is expected to acquire 6,400,000 U-SHIN shares at 1,244 yen per share, which will amount to 8.0 billion yen in total. Such investment by RHJI would represent approximately 20% of U-SHIN’s outstanding shares, which will make RHJI the largest shareholder of U-SHIN. In addition, after an extraordinary shareholders’ meeting which is to be held after the investment, Keisuke Takebe, presently Representative Director and President of Niles Co., Ltd., is expected to be appointed as a Representative Director of U-SHIN. Mr. Takebe will step down as President of Niles effective as of April 1, 2006.
U-SHIN is a company engaged in manufacturing and sales of automobile components such as key sets, door locks and switches, various instruments for agricultural machinery, construction machinery and machine tools, other industrial machinery, and housing equipment such as locks for houses, hotels and buildings. U-SHIN, with its core business being automobile components, is actively expanding its business around the world. Recently, orders from well-known overseas automobile manufacturers such as General Motors, Ford and Opel have been increasing, in addition to various orders from Japanese automobile manufacturers.
While automobile manufacturers, whether Japanese or foreign, in the experience of U-SHIN, continue to select and concentrate on certain component manufacturers along with the launch of worldwide model automobiles, U-SHIN has built factories in China, Malaysia, Thailand and Hungary, to strengthen its structure as a global supplier. In particular, U-SHIN has been making efforts to strengthen production and sales in the overseas markets and to strengthen research and development in the domestic base. By conducting this capital increase through a third party allotment of approximately 8.0 billion yen, U-SHIN not only aims to secure funds for such areas or activity, but also looks to build a firm financial base by allocating a certain portion of these funds to the repayment of debt.
RHJI is a diversified holding company with its shares listed on the Eurolist by Euronext Brussels stock exchange focused on creating long-term value for its shareholders by acquiring and operating businesses in industries that are atractive to it and building on its strong platform in Japan and elsewhere. RHJI believes the automobile components industry is an attractive industry and already has three consolidated businesses in this industry. Along with Niles Co., Ltd., a manufacturer of switches and sensors, RHJI has acquired a majority interest in Asahi Tec Corporation, a manufacturer of ductile and aluminum cast auto components, and in Honsel International Technologies S.A. of Germany, a manufacturer of light cast metal auto components. One of RHJI’s key strategies is to build its consolidated businesses into strong competitors by acquiring controlling and non-controlling interests in other businesses. For example, in February, 2006, Asahi Tec Corporation purchased Mitsubishi Fuso Techno-Metal Co., Ltd. (currently Techno-Metal Co., Ltd.), a subsidiary of Mitsubishi Fuso Truck and Bus Corporation, in order to increase Asahi Tec’s supply capacity of certain products.
U-SHIN intends to strengthen its long-term affiliation with RHJI in the future, including by accepting a new Representative Director from RHJI’s consolidated business, Niles Co., Ltd. Furthermore, U-SHIN also intends to further increase its business by seeking ways to work with RHJI and capitalize on RHJI’s broad experience in the automotive components industry globally.
Mr. Timothy Collins, CEO of RHJI stated: “I am very pleased with the fact that RHJI had an opportunity to invest in U-SHIN. RHJI highly values the technologies and the cost-competitiveness of U-SHIN, especially those of its automobile component business. From now on, by becoming a major shareholder of U-SHIN, I believe that RHJI will be able to support U-SHIN in the long term, as U-SHIN continues to promote further global expansion.”
Mr. Tanabe, Representative Director and President of U-SHIN, added the following: “RHJI’s records and experience of investing in the automobile-related industry, and the human network RHJI has had with the industry and its proposal to our company, corresponds with the vision of our company. I believe that U-SHIN and RHJI can cooperate with each other to further strengthen our operations and enhance our values.”
U-SHIN and RHJI currently intend to seek ways to work together in various aspects while maintaining the listing of U-SHIN’s shares on the First Section of the Tokyo Stock Exchange.
U-SHIN is a company engaged in manufacturing and sales of automobile components such as key sets, door locks and switches, various instruments for farm machinery, construction machinery and machine tools, other industrial machinery, and housing equipment such as locks for houses, hotels and buildings. U-SHIN, with its core business being automobile components, is actively expanding its business around the world. Recently, orders from well-known overseas automobile manufacturers such as General Motors, Ford and Opel have been increasing, in addition to various orders from the Japanese automobile manufacturers. U-SHIN’s results for the period which ended in November 2005 were as follows: Consolidated Sales of 62.8 billion yen, Operating Profit of 1.2 billion yen, and Profit for the Period of 0.9 billion yen.
About RHJ International:
RHJ International (Euronext: RHJI) is a limited liability company organized under the laws of Belgium, having its registered office at Avenue Louise 326, 1050 Brussels, Belgium. It is a diversified holding company focused on creating long-term value for its shareholders by acquiring interests in businesses in attractive industries in Japan and elsewhere.
This press announcement does not constitute an offer or invitation to purchase any securities or a solicitation of any offer to buy any securities.
This document may contain statements that constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Such forward-looking statements reflect RHJ International’s current expectations and beliefs and are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results to differ materially from those described in the forward-looking statements. RHJ International does not undertake any duty to update forward-looking statements.
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