NITERRA CO., LTD.
February 24, 2015
Company Name: NGK SPARK PLUG CO., LTD. Representative: Shinichi Odo, President and CEO Securities Code: 5334
Contact: Kenji Isobe, General Manager Public Relations Office (phone: +81-52-872-5896)
Nagoya, February 24, 2015 ―NGK SPARK PLUG CO., LTD. (President and CEO: Shinichi Odo, Headquarters: Nagoya, hereafter NGK SPARK PLUG) announces today that we decided to acquire all shares of NIHON CERATEC Co., Ltd. (hereafter CERATEC) and CERATEC to be a subsidiary of NGK SPARK PLUG at our Board of Directors meeting.
1. Reasons for the Acquisition of all SharesWe have grown our Automotive Components businesses as our core, especially the spark plugs. High-quality and high-performance products have been delivered to customers around the world. Along with expanding its business, we have built a position of world's top share. With the aim of further development, we have invested product facilities for the 1 billion pieces of spark plugs per year towards 2020.
On the other hand, in our Technical Ceramics businesses, we are now promoting the "selection and concentration" of its businesses. We are now promoting the optimal allocation of our management resources, that is, determining which businesses should be withdrew or restructured and which businesses should be invested for growth.
CERATEC has strengths and advantage of its high-precision products processing technology, adjusting to the small production and offering broad services from processing to spraying and washing in the semiconductor manufacturing equipment parts, which we plan to expand. Their major customers are leading semiconductor equipment manufacturers. For further development, CERATEC has been considering to strengthen the support system both for existing and potential customers.
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NGK SPARK PLUG is able to use high-precision products processing technology and take advantage of cost competitiveness in the small production which CERATEC has. CERATEC is able to use our global sales network and strengthen the support system both for existing and potential customers. There are many synergies, so that NGK SPARK PLUG has decided to acquire all the shares of CERATEC.
2. Overview of the Subsidiary to be Transferred1) Company Name | NIHON CERATEC CO., LTD. | ||
2) Location | 3-5 Akedori, Izumi-ku , Sendai, Miyagi 981-3292 , Japan | ||
3) President | Shiro Moriyama | ||
4) Business | Development, manufacturing and sales, also for cleaning and regeneration of structural ceramics as well as various applying products. Development, manufacturing and sales of piezoelectric ceramics, as well as various applying products. | ||
5) Capital | 4,826 million yen (As of March 31, 2014) | ||
6) Establishment | July 7,1987 | ||
Major Shareholder 7) and Shareholding Ratio | TAIHEIYO CEMENT CORPORATION 100.0% | ||
Relationship between 8) the Listed Company and the Company | Capital | There is no capital relationship that should be disclosed. | |
Relationship between 8) the Listed Company and the Company | Human Resources | There is no HR relationship that should be disclosed. | |
Relationship between 8) the Listed Company and the Company | Sales | There is no sales relationship that should be disclosed. | |
9) Operating Results and Financial Condition of the Recent Three Years of the Company (*1) | |||
Accounting Term (From April1 to March 31) | FY 2012 | FY 2013 | FY 2014 |
Net Assets | 1,750 million yen | 513 million yen | 1,350 million yen |
Total Assets | 16,107 million yen | 13,348 million yen | 10,395 million yen |
Net Assets Per Share | 11,779.67 yen | 3,457.10 yen | 6,800.71 yen |
Sales | 8,670 million yen | 6,580 million yen | 9,403 million yen |
Operating Profit | 137 million yen | -649 million yen | 886 million yen |
Ordinary Profit | 48 million yen | -740 million yen | 853 million yen |
Net Profit for FY | 67 million yen | -1,236 million yen | -1,690 million yen |
Net Income Per Share | 480.98 yen | -8,322.56 yen | -11,365.89 yen |
Dividend | ― | ― | ― |
(*1) The company has no consolidated index and use the non-consolidated index.
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1) | Company Name | TAIHEIYO CEMENT CORPORATION |
2) | Location | Daiba Garden City Building, 2-3-5 Daiba, Minato-ku, Tokyo, Japan |
3) | President | Shuji Fukuda |
Business
4)
(As of June 30, 2014)
Cement, mineral resources, environmental, construction materials, and
other businesses
5) Capital 86,174 million yen (As of March 31, 2014)
6) Establishment May 1881
Net Assets
7)
8)
9)
10)
(Consolidated)
Total Assets
(Consolidated)
Major Shareholder and Shareholding Ratio
Relationship between the Listed company and the company
273,312 million yen (As of March 31, 2014)
1,015,564 million yen (As of March 31, 2014)
Japan Trustee Services Bank, Ltd. (account in trust) 7.51% The Master Trust Bank of Japan, Ltd. (account in trust) 5.30% State Street Bank & Trust Company 510071 4.66% Mizuho Bank Ltd. 1.91% HSBC-FUND SERVICES BANK NEGARA
1.66%
MALAYSIA-EQUITY
State Street Bank & Trust Company 505225 1.51% CHASE MANHATTAN BANK GTS CLIENTS ACCOUNT
1.25%
ESCROW
Meiji Yasuda Life Insurance Company 1.23% Sumitomo Mitsui Banking Corporation 1.21% MORGAN STANLEY & CO. LLC 1.20% Capital There is no capital relationship that should be disclosed. Human
There is no HR relationship that should be disclosed.
Resources
Sales There is no sales relationship that should be disclosed. Status to
There is no information that should be disclosed.
related parties
0
Number of shares
1)
before change
(Number of Voting Rights : 0 ) (Voting Rights Ratio : 0.0 % )
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Number of shares 2) Acquired shares | 198,622 shares (Number of Voting Rights : 198,622 ) |
3) Acquisition cost | 7,300 million yen |
Number of shares 4) after change | 198,622shares (Number of Voting Rights : 198,622) (Voting Rights Ratio : 100.0 % ) |
(*2)NGK SPARK PLUG obtains all the shares of NIHON CERATEC from the acquisition, and the
Company will own NIHON CERATEC as a subsidiary.
The number of shares and voting rights might be changed at the final decision.
1) Resolution of the Board of Directors Date | February 24, 2015 |
2) Agreement Date | February 24, 2015 |
3) Execution Date of Share Transfer | April 1, 2015 (Planned) |
There is no impact on the current fiscal year of our consolidated financial results regarding this acquisition of shares. Regarding the impact on the future consolidated results, we will inform you accordingly.
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