RHJ International Announces The Acquisition Of Metaldyne By Asahi Tec Corporation
Brussels, September 1, 2006 — RHJ International (EURONEXT: RHJI) announced today that Asahi Tec Corporation (“Asahi Tec”), one of its Japanese consolidated businesses involved in the automotive components industry, has entered into an agreement to acquire US-based Metaldyne, a leading global supplier of aluminum and ductile castings for the automotive industry. The total transaction consideration, including the refinancing of Metaldyne’s existing interest-bearing debt, is expected to be approximately $1.2 billion.
Under the terms of the agreement the transaction will be effected through a cash-out merger in which Metaldyne will become a wholly-owned subsidiary of Asahi Tec. Metaldyne’s common stock holders will receive at least $2.18 for each share of Metaldyne’s common stock (total of $ 117 million). Metaldyne’s largest common stockholders and certain of its preferred stockholders have agreed to reinvest their merger proceeds in equity of Asahi Tec through a private placement transaction. RHJI and RHJI’s co-investors, Mitsui & Co., Ltd. and CHUO MITSUI Growth Capital Investment Limited Partnership II, have agreed to invest $188 million in Asahi Tec via a private placement, of which $175 million will be contributed to Metaldyne for debt reductionand payment of transaction expenses. RHJI’s total net commitment to the transaction is equal to $ 75million in cash.
RHJI will remain the largest shareholder of Asahi Tec with a controlling ownership of 38.3% following this transaction. The closing of the transaction, which is expected to be in the last quarter of 2006, is subject to the receipt of certain consents and waivers from Metaldyne’s bondholders, a successful tender for Metaldyne’s outstanding senior subordinated notes, and the approval of Asahi Tec’s shareholders.
Metaldyne is a leading global supplier of systems and modules for automotive powertrain and chassis applications. Through the transaction, Asahi Tec will gain access to Metaldyne’s value added engineering, design and manufacturing capabilities and will strengthen its product portfolio. Combining Metaldyne and Asahi Tec will expand the global reach of both companies. Asahi Tec has a significant presence in Japan, with additional operations in Thailand and China and Metaldyne offers significant presence and operations in North America, Europe, China and Korea and growing business in India and Brazil. As a result Asahi Tec will be better positioned to respond flexibly to OEMs’ needs for higher value-added products globally, and for product modularization locally. In addition, it will offer a broadened range of complementary manufacturing capabilities, including aluminum castings, ductile iron castings, powdered metals and precision machining.
RHJI’s Chief Executive Officer, Timothy C. Collins, said: “Combining Asahi Tec and Metaldyne clearly illustrates RHJI’s commitment to enhance its portfolio businesses through strategic acquisitions. Asahi Tec and Metaldyne will be better positioned in a market that continues to globalize, through expanded presence and higher value-added solutions for its customers.”
After the transaction, Shoichiro Irimajiri and Timothy D. Leuliette will be Co-Chairmen of Asahi Tec. Akira Nakamura will continue in his role as President and CEO of Asahi Tec. Mr Leuliette, in addition to his role as co-Chairman, will become co-CEO with Mr. Nakamura.
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 and operating businesses in attractive industries in Japan and elsewhere.
About Asahi Tec:
Headquartered in Shizuoka, Japan, Asahi Tec, primarily designs, manufactures and sells ductile iron cast auto parts for truck and construction machinery OEMs, aluminum casting parts for truck and passenger car OEMs and aluminum wheels for automobile OEMs. Asahi Tec also designs, manufactures and sells environmental systems, equipment and development technologies used by local governments and municipalities and electrical hardware and equipment used by electricity generators. The company employs more than 3,500 employees at facilities in Japan, Thailand, and China.
Metaldyne is a leading global designer and supplier of metal-based components, assemblies and modules for transportation related powertrain and chassis applications including engine, transmission/transfer case, wheel-end and suspension, axle and driveline, and noise and vibration control products to the motor vehicle industry. Headquartered in Plymouth, Michigan, Metaldyne has annual revenues of approximately $1.9 billion. The company employs more than 6,500 employees at 38 facilities in 14 countries. For more information, please visit www.Metaldyne.com.
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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- Arnaud Denis
- RHJ International
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