Acquisition of all the shares relating to Wells vehicle electronics business from UCI Holdings Limited, a leading US auto parts supplier


May 8, 2015

NEWS RELEASE


14-18 Takatsuji-cho, Mizuho-ku, Nagoya, 467-8525, Japan
NGK SPARK PLUG CO., LTD.

Acquisition of all the shares relating to Wells vehicle electronics business from UCI Holdings Limited, a leading US auto parts supplier


NGK SPARK PLUG CO., LTD. (President and CEO: Shinichi Odo, Headquarters: Mizuho-ku, Nagoya, JAPAN hereafter the "Company") hereby announces that we decided to acquire all the shares of UCI Acquisition Holdings (No. 2) Corp (hereafter "UCI Acquisition") from UCI Holdings Limited (CEO: Bruce M. Zorich, Illinois, US). UCI Acquisition owns Wells Manufacturing, L.P. (CEO: David F. Peace, Headquarters: Wisconsin, US, hereafter "Wells"). Wells is a leading supplier to the U.S. market and offers components such as switches, ignition coils and the pressure sensors mainly to the automotive aftermarket.

Background and Purpose

The Company has the top global share in spark plugs for igniting the fuel in the internal combustion engine and exhaust oxygen sensors used in the automotive and other markets. Our automotive components business is our core and we strive to keep this position. In order to further strengthen the automotive components business, we have been pursuing various opportunities, including expanding both the product line-up and improving our penetration in various distribution channels.
Wells is an ideal candidate for our expansion efforts and is a well-known automotive parts manufacturer with more than 100 years of history in the United States. Wells has exposure to the growing segment of vehicle electronics with broad product lines, whose main products include switches, ignition coils and pressure sensors. Wells has built a leading position in the US automotive repair market and is working to increase its sales outside of the US.
Both parties' goals are well aligned. We believe that the combination of the two will create significant synergies, including offering Wells products, in addition to our products, to the global repair market through our strong international sales network that we have built over many years.
This combination will further strengthen our automotive components business, and also will keep challenging the Company to create new businesses.
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14-18 Takatsuji-cho, Mizuho-ku, Nagoya, 467-8525, Japan

Outline of the acquisition

1) Signing Date: May 8, 2015
2) The target: All the shares of UCI Acquisition (the holding company for Wells)
3) Transaction Value: US$ 257.5 million
4) Expected Closing Date: July 1, 2015

Outline of Wells

1)

Company name:

Wells Manufacturing, L.P.

2)

Establishment:

1903

3)

Headquarters:

Fond du Lac, Wisconsin, US

4)

CEO:

David F. Peace

5)

Sales:

US$ 222 million (fiscal year ended December 2014)

6)

Operating profit:

US$ 25 million (fiscal year ended December 2014)

Impact on the Company's business performance

The effect of the acquisition has been already included in our consolidated statement of income forecast for the fiscal year ending March 2016 that we have announced today.
■About Wells Manufacturing, L.P.
A part of UCI-FRAM Group, Wells is a leading source of advanced vehicle electronics components for replacement applications in the automotive, marine, off-highway, industrial and heavy-duty industries. Headquartered in Fond du Lac, Wis., the company was established in 1903 and offers more than 38,000 parts, including distributor caps and rotors, ignition coils, control modules, sensors, wire and cable sets, emissions components, switches, fuel system components and voltage regulators.
To learn more, visit WellsVE.com. http://www.wellsve.com
■About NGK SPARK PLUG CO., LTD.
NGK SPARK PLUG CO., LTD., headquartered in Nagoya, Japan, is a comprehensive ceramics processing manufacturer. We hold a world leading share of spark plugs and automotive sensors for internal combustion engines and also offer a broad lineup of packages, cutting tools, bio ceramics
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14-18 Takatsuji-cho, Mizuho-ku, Nagoya, 467-8525, Japan
and industrial ceramics. Our global network of sales and manufacturing organizations, and over
13,000 employees deliver value creation to the world. We are now contributing to a sustainable society by developing products related to the environment energy, next generation vehicles and the medical device and diagnostic. The company's belief is to embrace the challenge of new era under the catch-phrase of "manufacturing only one and number one product".
For more information, please visit our website:
http://www.ngkntk.co.jp/english/index.html
■Press Contact
Hiromi Kitagawa
Public Relations Office
NGK SPARK PLUG CO., LTD. webmaster@mg.ngkntk.co.jp
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