June 7, 2024
Company name: Azbil Corporation
Representative:
Kiyohiro Yamamoto
Director, President & Group CEO
Contact:
Kazuhisa Yamazaki, General Manager,
Accounting Department, Group Management
Headquarters
Phone:
+81-3-6810-1009
Stock code:
6845 (Prime Market of Tokyo Stock Exchange)
Notification Regarding the Transfer of Equity Interests in a Consolidated Subsidiary
Azbil Corporation (“the Company”) announces that it has reached an agreement and finalized the decision and contract signing on June 6, 2024 (Central European Time), to
transfer all the equity interests in its
consolidated subsidiary, Azbil Telstar S.L.U. (hereinafter referred to as “Azbil Telstar”), to a wholly-owned subsidiary of Syntegon Technology GmbH (hereinafter referred to as “Syntegon”). As a result of this equity transfer, Azbil Telstar and its subsidiaries will be excluded from the Company’s scope of the consolidation.
1. Reason for transfer
Based on its philosophy of “human-centered automation,” the azbil Group is developing its Building Automation, Advanced Automation, and Life Automation businesses in Japan and overseas. Currently, the azbil Group is optimizing its business portfolio with the aim of realizing sustainable growth and increasing shareholder value in order to achieve its long-term targets for 2030.
In the Life Science Engineering field of the Life Automation business, Azbil Telstar is a global provider of freeze
dryers, sterilizers, clean-room facilities, and related equipment for pharmaceutical companies and research laboratories, covering everything from development, engineering, and installation to after-sales service. Since it became the Company’s subsidiary through acquisition in 2013, we have developed a growth strategy to expand its business. Recently, amidst the reorganization taking place in this global industry, the azbil Group has been implementing strategies aimed at further enhancing future business competitiveness and profitability of Azbil Telstar―such as strengthening product competitiveness through group-wide R&D synergy. At the same time, however, from the perspective of restructuring the azbil Group’s business portfolio to improve capital efficiency as targeted in the Group’s medium-term plan, we have also been reconsidering what sort of presence we should have in the future.
As a result, it was determined that, in order to fully leverage the technology and products of Azbil Telstar and
realize its sustainable growth, the best option was to transfer the Company’s equity interests in Azbil Telstar to Syntegon, a global packaging solutions company, with the contractual transferee being Falcon Acquisition, S.L.U., a wholly-owned subsidiary of Syntegon. This decision led to the conclusion of the aforementioned contract.
While continuing to promote structural reforms to make Life Automation a growth business, the azbil Group will
accelerate reforms to achieve expansion and growth in all its businesses, including Building Automation and Advanced Automation. Making use of ROIC as a key indicator as it aims to invest management resources more efficiently, management is keenly aware of the cost of capital. We will not only ensure the appropriate allocation to strategic growth fields of management resources—such as product competitiveness, technological development, and human capital—but also restructure the Group’s business portfolio, for growth and improved profitability, by steadily making necessary investments, such as actively promoting collaboration with external partners. We thus aim to strengthen our competitiveness, in Japan and overseas, and enhance our enterprise value.
The details of this transfer will be disclosed at a suitable time in the future, considering the contractual terms
agreed upon by the parties and in compliance with confidentiality obligations.
2. Overview of the subsidiary undergoing changes
(1)
Company name
Azbil Telstar, S.L.U.
(2) Location
Terrassa, Catalonia, Spain
(3)
Name and title of representative
Jordi Puig, CEO
(4)
Business description
Development, manufacturing, and sales of freeze-drying equipment, sterilization equipment, pharmaceutical water production & steam generation equipment, as well as consulting and engineering related to clean rooms., etc.
(5) Capital
1,540 thousand euros
(6) Established year
1963
(7)
Major shareholder and ownership percentage
Azbil Corporation 100%
(8)
Relationship between the Company and Azbil Telstar
Capital relationship
The Company owns 100% of the equity.
Personnel relationship
Two executive officers and three employees of the Company concurrently serve as directors of Azbil Telstar.
Transaction relationship
The Company conducts certain transactions with Azbil Telstar.
(9)
Consolidated financial results and consolidated financial position of Azbil Telstar for the last three years (unit: thousand euros)
Fiscal year
Year ended
December 2021
Year ended
December 2022
Year ended
December 2023
Consolidated net assets
17,209
16,005
19,663
Consolidated total assets
87,860
93,906
90,983
Consolidated sales
125,577
130,881
125,672
Consolidated operating income
7,417
805
6,912
Net income (loss) attributable to owners of parent
5,180
(1,193)
4,029
3. Overview of the transferee
(1) Company name
Falcon Acquisition, S.L.U.
(2) Location
Madrid, Spain
(3)
Relationship between the Company and Falcon Acquisition, S.L.U.
Capital relationship
There are no matters to be reported.
Personnel relationship
There are no matters to be reported.
Transaction relationship
There are no matters to be reported.
Relevance to related parties
There are no matters to be reported.
(4) Other
Falcon Acquisition, S.L.U. is a wholly-owned subsidiary of Syntegon. Additionally, there are no matters to be reported regarding capital, personnel or transaction relationships, or relevance to related parties between the Company and Syntegon.
4.
Equity interests to be transferred and equity interests before and after the transfer
(1)
Percentage of equity interests before the transfer
100%
(2)
Percentage of equity interests to be transferred
100%
(3)
Percentage of equity interests after the transfer
0%
5. Transfer price
The transfer price for this transaction will be disclosed at a suitable time in the future, as per the contractual terms agreed upon by the parties and in compliance with confidentiality obligations.
6. Schedule
(1)
Date of decision on equity transfer
June 6, 2024
(2)
Date of contract signing
June 6, 2024
(3)
Date of transfer execution
Undetermined
7.
Future outlook
Due to this equity transfer, Azbil Telstar and its subsidiaries will be excluded from the Company’s scope of the consolidation. However, the actual date of the equity transfer is undetermined, and the impact on the consolidated financial results for the fiscal year ending March 2025 is currently under review. Should there be any matters that require disclosure, such matters will be disclosed in a prompt manner.
