Minebea：Announcement of the Acquisition of Sartorius Mechatronics T&H GmbH and its subsidiaries
Resource from: Minebea Co., Ltd Likes:240
Dec 26,2014
Minebea Co., Ltd. ("Minebea") hereby announces that it has approved at a board of directors meeting held on December 19, 2014 and signed an agreement to acquire all the shares of Sartorius Mechatronics T&H GmbH and its subsidiaries (Sartorius' Industrial Technologies Division, hereinafter "Sartorius MTH") through the companies first joint investment with Development Bank of Japan Inc. ("DBJ"). The joint investment with DBJ will be executed within the framework of the agreement for a capital and business alliance agreed upon in February 2012. The agreement is to transfer all the outstanding shares of Sartorius MTH, owned by Sartorius Aktiengesellschaft ("Sartorius AG") (a leading international laboratory and process technology provider).
With this acquisition, Minebea's Measuring Components Business' revenue will increase to approximately 27bn JPY. The investment ratio for the transaction will be executed as a joint investment of 51% and 49% by Minebea and DBJ, respectively.
1. Purpose of the Acquisition
Minebea is aiming to grow its Measuring Components Business, as part of the "Fourth Arrow of the Five Arrow Strategy" growth strategy, into a global business within the industrial measurement instruments market, through actively utilizing various sensing technologies and combining other internal technologies such as wireless communications. Through this acquisition, Minebea plans to expand the business and to enhance its competitiveness in the global marketplace.
With production facilities in Germany, India and China, advanced measurement technologies and highly reliable detection technologies within the high growth potential industrial measurement instruments market, Sartorius MTH is a manufacturer of industrial measuring instruments and process inspection equipment which includes product lines from load cell, industrial scale, and process instrument to detection device etc., as well as an aftermarket business providing modifications & adjustments, repair, process optimization services worldwide. Through the acquisition of the globally competitive Sartorius MTH, Minebea will be able to combine its own leading industrial strengths in automobile, consumer electronics, healthcare and industrial products, with Sartorius MTH's leading position in the food, beverage, chemical and pharmaceutical industries, increase its product line-up significantly and be able to develop the combined companies into a more efficient business across the globe. The combination will double Minebea's revenue in the industrial measurement industry and by utilizing the two companies strengths , we anticipate to be able to create synergies generating additional growth and enhance profitability. Please note the transaction value for this acquisition will not be disclosed.
2. Regarding Expected Synergies
Minebea expects to create significant synergies from this acquisition, including but not limited to the following:
1) Revenues: Sartorius MTH is expected to add approx. 15 billion JPY to the current revenue of the Measuring Components Business. The combined revenues will place Minebea's Measuring Components Business as the second largest player in the measuring components market globally;
2) Human Resources: Sartorius MTH has an excellent sales force and engineering team within Europe, North America and China etc. Minebea expects significant sales growth opportunities as these are regions in which the company has been striving to expand. In addition, Sartorius MTH will be able to access Minebea's sales network within Japan. The combination of the two companies will create a truly global sales network, which will be able capitalize upon various synergies;
3) Products (1): Within the hopper measuring equipment area, although the two companies have some similar products in terms of performance, the combined product portfolio will be potentially highly complementary as there is little overlap. By being able to significantly expanding our breadth of products, we will be able to capture synergies through more effectively meeting the needs of customers;
4) Products (2): Sartorius MTH through using various components where Minebea specializes in, the company can create further synergies proactively procuring these key components;
5) Products (3): With Sartorius MTH's product line-up, the foreign body and metal detection systems which play a critical role in food health and safety management will grow significantly across Asia including China;
6) Services: Sartorius MTH has a global service business in charge of after-sales services such as maintenance for its products. Minebea will be able to gain benefits by having Minebea products implemented within the service network which will strengthen overseas sales and contribute significantly to expanding the business;
7) Product Certification: Within various countries across Europe, Sartorius MTH has safety certification specialists, whom have many years of service experience and an extensive track record of acquiring certifications. Minebea will be able to actively apply the resources of this team in order to obtain certification for our products expediently in each country creating further potential opportunities to scale up the business;
8) Combination of internal technologies: Minebea is developing products combining various in-house technologies to create cross-division products including measuring devices utilizing wireless data communications. Minebea can add Sartorius MTH product offerings to these product developments.
3. Outline of Sartorius Mechatronics T&H GmbH
4. Outline of Sartorius AG
5. Timeline
December 19, 2014: Resolution by BOD and signing of the Share Purchase Agreement
March 2015: Transaction closing (tentative)
6. Impact on the Financials
Regarding the impact of the Share Purchase Agreement on Minebea's consolidated financials; we will inform investors the implications upon further confirmation.
(Reference) Consolidated Financials (Announced as at November 5, 2014)
4. Outline of Sartorius AG
5. Timeline
December 19, 2014: Resolution by BOD and signing of the Share Purchase Agreement
March 2015: Transaction closing (tentative)
6. Impact on the Financials
Regarding the impact of the Share Purchase Agreement on Minebea's consolidated financials; we will inform investors the implications upon further confirmation.
(Reference) Consolidated Financials (Announced as at November 5, 2014)
(Minebea Co., Ltd)
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