| Company Name: | Sankyo Tateyama, Inc. |
| Representative: | Kiyotsugu Yamashita, President |
| (Securities Code: | 5932 First Section of Tokyo Stock Exchange) |
| For Inquiry: | Toru Tanimura, General Manager, Public Relations & IR Department (Telephone: +81-766-20-2332) |
Acquisition of Aluminum Extrusions Business from Aleris International, Inc.
December 19, 2014
Sankyo Tateyama, Inc. (hereinafter the “Company”) hereby announces that today the Company decided to sign an agreement to acquire the aluminum extrusions business of Aleris International, Inc. (hereinafter “Aleris”) and also signed the agreement with Areris (hereinafter “the transaction”).
【About Aleris】
Aleris is a privately held, global leader in aluminum rolled products and extrusions, aluminum recycling and specification alloy production. Headquartered in Cleveland, Ohio, Aleris currently operates more than 40 production facilities in North America, Europe and Asia. A division of Aleris, Aleris’ Extrusions Business (hereinafter “Aleris Extrusions”) is a leading aluminum extrusions producer focused on medium and hard alloys serving industries requiring sophisticated and high-end specialty products. Aleris Extrusions has a multi-national footprint with three extrusions facilities in Germany, one in Belgium and one in China.
1. Purpose of the acquisition
The Company operates in three business segments: (1) Construction Materials – manufacture and sale of commercial and residential construction materials; (2) Materials – casting, extrusion and processing of aluminum and magnesium products; and (3) Commercial Facilities – manufacture and sale of commercial and general-purpose display fixtures and signboards. The acquisition of Aleris Extrusions fits well with the Company’s growth strategy to strengthen its non-construction materials businesses and to develop overseas business. This strategy is outlined in the Company’s “VISION2020” and the Medium-Term Business Plan announced in July 2011 and July 2012, respectively, and is aimed at expanding the Company’s Materials business.
With its expertise in hard alloys extrusions and the manufacturing technology capabilities, Aleris Extrusions serves global industry leaders in a wide range of areas including aerospace, rail and automotive.
The Company which is developing further advanced materials, believes Aleris Extrusions will create new opportunities for the Company to expand its business and customer base in the future.
2. Overview of the acquisition
The Company will acquire the shares in Aleris’ subsidiaries and related operational assets which collectively comprise Aleris’ extrusions segment. The Company’s wholly owned subsidiary in Belgium, Sankyo Tateyama Euro BVBA, which the Company establishes prior to the acquisition, shall acquire the said shares and operational assets of the Aleris subsidiaries. Subsequently it is intended that our subsidiary in Belgium will manage and control the target business.
The acquisition price agreed between the Company and Aleris is EUR 35.5 million (approximately JPY 5.2 billion) and shall be paid in cash. The acquisition price is subject to adjustment depending on the changes in the amount of working capital and cash, etc. on the day before the closing date. In addition to the acquisition price, certain amount of related expenses is expected. The above value in Japanese yen is based upon the exchange rate as of December 18, 2014.
3. Overview of target business
| (1) | Business name | Aluminum Extrusion Business of Aleris (Aleris Extrusions) | ||
| (2) | Location | Aleris Extruded Products Germany GmbH (Location: Germany) Duinlust Grundstücks GmbH (Location: Germany) Aleris Aluminum Duffel BVBA (Location: Belgium) Aleris Aluminum (Tianjin) Co., Ltd (Location: China) (Share purchase: 3 companies and asset purchase: 1 company) |
||
| (3) | Name and title of representative | Michael Zint, Managing Director | ||
| (4) | Principal business | Manufacture and sale of aluminum extrusions products | ||
| (5) | Majority shareholders and their holdings | Aleris: 100% Direct shareholders are the 100% subsidiaries of Aleris |
||
| (6) | Relationships | Capital relationship | There is no capital relationship between the Company and Aleris Extrusions. Furthermore, there is no special capital relationship between the Company’s affiliates and Aleris Extrusions’ affiliates. | |
| Personal relationship | There is no personal relationship between the Company and Aleris Extrusions. Furthermore, there is no special personal relationship between the Company’s affiliates and Aleris Extrusions’ affiliates. | |||
| Business relationship | There is no business relationship between the Company and Aleris Extrusions. Furthermore, there is no special business relationship between the Company’s affiliates and Aleris Extrusions’ affiliates. | |||
| (7) | Consolidated business performance for the latest three years (millions of euro) | |||
| Fiscal year | Fiscal year ended December 31, 2011 |
Fiscal year ended December 31, 2012 |
Fiscal year ended December 31, 2013 |
|
| Net sales | 293.8 | 278.0 | 267.7 | |
* Not audited.
** The amount of recurring profit, assets and liabilities are not disclosed.
4. Overview of the seller
| (1) | Company name | Aleris International, Inc. | |
| (2) | Head office | Cleveland, Ohio (United States of America) | |
| (3) | Name and title of representative | Chairman of the Board, Chief Executive Officer and Director Steven J. Demetriou | |
| (4) | Principal business | Aluminum rolled products extrusions, aluminum recycling, production of specification alloys | |
| (5) | Capital | USD 416 million | |
| (6) | Date of incorporation | 2004 | |
| (7) | Consolidated net assets | USD 315 million (As of December 31, 2013) | |
| (8) | Consolidated total assets | USD 2,760 million (As of December 31, 2013) | |
| (9) | Majority shareholders and their holdings | Aleris Corporation 100% | |
| (10) | Relationships | Capital relationship | There is no capital relationship between the Company and Aleris. Furthermore, there is no special capital relationship between the Company’s affiliates and Aleris’ affiliates. |
| Personal relationship | There is no personal relationship between the Company and Aleris. Furthermore, there is no special personal relationship between the Company’s affiliates and Aleris’ affiliates. | ||
| Business relationship | There is no business relationship between the Company and Aleris. Furthermore, there is no special business relationship between the Company’s affiliates and Aleris’ affiliates. | ||
| Status of related parties | Aleris is not a related party of the Company. Furthermore, none of Aleris’ affiliates is the related parties of the Company | ||
5. Schedule
| (1) | Resolution of the Board of Directors | November 27, 2014* |
| (2) | Execution of the agreement | December 19, 2014* |
| (3) | Closing of Transaction | February 1, 2015 (Planned) |
* In line with the resolution passed at the board meeting on November 27, 2014, the board of directors delegated the final decision in regards to the transaction and agreement to the president of the Company. The president decided in favor of the transaction and executed the agreement with Aleris on December 19, 2014.
*There is a chance that the date of closing will be changed depending on the approval status from regulating authorities.
6. Future Outlook
The outlook for the Company will be provided as soon as it is available.
End of Document
【Contact details】
| Contacts | 【For information related to the Company】 e-mail : pr-sankyotateyama@st-grp.co.jp |
| 【For information related to Aleris】 e-mail : Shannon.bennet@aleris.com / investor@aleris.com |