Release: May 28, 2003
Announcement Regarding Settlement of
Number of Subsidiary's Stocks Transferred
NGK Insulators, Ltd. (President: Shun Matsushita, Head Office: Nagoya, Aichi) applied for a takeover bid by companies financed by investment funds managed by Ripplewood Holdings LLC (CEO: Timothy Collins, Head Office: New York City, USA) to transfer all of its stock (excluding odd stock) in Asahi Tec Corporation (President & CEO: Sadatsugu Takeuchi, Head Office: Ogasa, Shizuoka). Number of shares and the impact on NGK's profit and loss have been settled as mentioned below.
1. Number of Shares to be Transferred and Shareholdings Before and After Transfer
- (1)Number of Shares Held Prior to Transfer
- 25,350,276 shares (Proportion 42.36%)
- (2)Number of Shares to be Transferred
- 25,350,000 shares (Transfer price ¥3,675 million)
- (3)Number of Shares Held After Transfer
- 276 shares (Proportion 0.00%)
2. Impact of the Deal
The takeover will result in a profit on sale of ¥340 million on an unconsolidated basis and a loss on sale of ¥3,980 million on a consolidated basis for the half- year ending September 2003. Those figures are included in the earnings forecast for both the half-year ending September 2003 and the whole fiscal year ending March 2004.
3. Transfer Timetable
May 6, 2003: Board of Directors decision
June 3, 2003: Date of transfer (Settlement date)
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4. Overview of Asahi Tec Corporation
- (1) Representative:
- President & CEO Sadatsugu Takeuchi
- (2) Head Office:
- 547-1 Horinouchi, Kikugawa-cho, Ogasa-gun,
Shizuoka Prefecture
- (3) Established:
- August 1938
- (4) Present Capital:
- ¥4,669 million
- (5) Main Plants:
- Kikugawa Plant
(Kikugawa-cho, Ogasa-gun, Shizuoka Prefecture),
Toyokawa Plant
(Toyokawa City, Aichi Prefecture)
- (6) Description of Business:
- Casting and forging business, aluminum wheel business, electric power equipment business, and environmental systems & equipment
- (7) Number of Employees:
- 2,178
(Consolidated basis, excluding 246 temporary staff)
- (8) Issued Stock:
- 59,835,313 shares
- (9) Major stockholders and holdings
-
| NGK Insulators, Ltd. |
25,350,000 shares (42.36%) |
| Asahi Tec Clients' Shareholding Association |
1,896,000 shares (3.16%) |
| Mitsubishi Motors Corporation |
1,674,000 shares (2.79%) |
| Meiji Life Insurance Company |
1,302,000 shares (2.17%) |
- (10) Recent Business Results (Consolidated)
-
| |
FY ending
March 2002 |
FY ending
March 2003 |
| Net Sales (million yen) |
48,618 |
51,138 |
| Operating Income (million yen) |
- 326 |
579 |
| Ordinary Income (million yen) |
- 495 |
438 |
| Net Income (million yen) |
- 580 |
215 |
| Total Assets (million yen) |
53,061 |
51,829 |
| Total Shareholders' Equity (million yen) |
18,059 |
18,064 |
| Dividend per Share (yen) |
0 |
0 |
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5. Companies to which Stocks will be Transferred
1)JC Holdings Ltd.
- (1)Representative:
- Director Christopher P. Minetian
- 2)Head Office:
- Walkers, Walker House, PO Box 265 GT, George Town, Grand Cayman, Cayman Islands, British West Indies
- (3) Present Capital:
- US$1
- (4) Description of Business:
- General partner in a special-purpose investment enterprise that seeks to invest primarily in auto parts manufacturers
2)JC Holdings II Ltd.
- (1) Representative:
- Director Christopher P. Minetian
- (2)Head Office:
- Walkers, Walker House, PO Box 265 GT, George Town, Grand Cayman, Cayman Islands, British West Indies
- (3) Present Capital:
- US$1,000
- (4) Description of Business:
- General partner in a special-purpose investment enterprise that seeks to invest primarily in auto parts manufacturers
