December 21, 2010
Notice Regarding the Acquisition of Shares of Hansen Industrial Transmissions NV
On October 15 2010, Sumitomo Heavy Industries, Ltd. (hereinafter referred to as “Sumitomo HI” or the
“Group”) announced that Sumitomo HI has submitted an offer to Hansen Transmissions International
(hereinafter referred to as “Hansen Transmissions”) to acquire 100% of the shares of Hansen Industrial
Transmissions NV (hereinafter referred to as “HIT”), subsidiary of Hansen Transmissions and
manufacturer and distributor of industrial gear boxes based in Belgium, and entered an exclusive
negotiation period with Hansen Transmissions in regards to the acquisition of HIT becoming a
wholly‐owned subsidiary of Sumitomo HI.
This is an announcement that on December 20 2010 in local time in Belgium Sumitomo HI and Hansen
Transmissions have signed Sales and Purchase Agreement (”SPA”) for the acquisition. Hereafter, and
subject to the approval from shareholders of Hansen Transmissions and the other conditions to the SPA
being satisfied, the acquisition is expected to close before the end of March 2011.
1. Reasons for Acquiring Shares in HIT
Sumitomo HI has positioned power transmission products as one of its core business areas and has
worked, over the years, to enhance its capabilities in this sector. Presently, industrial gear boxes
account for 25% of the overall sales of the power transmission business. With economic growth in
emerging markets expected to remain steady, demand for power transmission‐related products is
anticipated to grow. Moreover, significant capital investment activity in resource‐driven economies
such as China, South America, South Africa, Australia and India are also expected to drive the
expansion of the market for industrial gear boxes.
International customers account for more than 50% of the overall sales figure for the Group’s
industrial gear box business. However, on a geographic basis, international orders are dominated by
customers in North America and Asia. In order to grow this area of business, Sumitomo HI
recognized the need to expand its footprint and increase sales in areas such as Europe, South Africa
and Australasia.
Hansen Transmissions, which was established in Belgium in 1923, is a manufacturer of gear boxes
with a significant brand presence in the market. Its subsidiary, HIT, has a manufacturing base outside
of Antwerp, Belgium and also operates assembly plants in six countries around the world. In
addition, HIT has an established sales network in not only its home base of Europe, but also in
resource‐driven markets such as South Africa and Australia which are set to drive future demand in
this sector.
Beginning in 1973, Sumitomo HI had a licensing agreement in place with Hansen Transmissions for
approximately 20 years. As a result, the Group expects to be able to generate product synergies with
HIT in the near term. Further, the acquisition of HIT shares and making the firm a wholly‐owned
subsidiary, will allow Sumitomo HI to expand its distribution channels, and increase the sales of
industrial gear boxes on a global basis.
A subsequent release will be issued upon completion of the transaction, which is expected to occur
by the end of March 2011.
2. Profile of Subsidiary to be Transferred
(1) Name Hansen Industrial Transmissions NV
(2) Address Leonardo da Vincilaan 1‐3 B‐2650 Edegem (Antwerp), Belgium
(3) Name and Title of Representative Torsten Schultz (Managing Director)
(4) Description of Business Activities Manufacturing and sales of industrial gear boxes
(5) Capital €7,061,500
(6) Date of Establishment February 11, 2010
(7) Major Shareholder and Percent Held Hansen Transmissions International NV (100%)
(8) Relationship Between Publicly Held Company and Company to be Acquired
- Capital Relationship
Sumitomo HI and HIT do not have a
significant capital relationship of note.
Further, no related person or affiliate of
Sumitomo HI has a significant capital
relationship with any related person or
affiliate of HIT.
- Personnel Relationship
Sumitomo HI and HIT do not have a
significant personnel relationship of note.
Further, no related person or affiliate of
Sumitomo HI has a significant personnel
relationship with any related person or
affiliate of HIT.
- Transactional Relationship
Sumitomo HI and HIT do not have a
significant transactional relationship of
note. Further, no related person or
affiliate of Sumitomo HI has a significant
transactional relationship with any
related person or affiliate of HIT.
(9) Consolidated Operating Results and Financial Condition for the Most Recent Three Year Period
Previous Fiscal Year ended March 31, 2010
Total net assets €68.0 m
Total assets €116.5 m
Revenue €83 m
Profit/(loss) before tax (€4.2 m)
No financial statements have been prepared for the subsidiary to be transferred (i.e. HIT) as it was
established in April 2010 and a full fiscal year cycle has not yet been completed as of the date of
this publication. The above figures are given by Hansen transmissions.
3. Profile of Company where Shares will be Acquired From
(1) Name Hansen Transmissions International NV
(2) Address Leonardo da Vincilaan 1‐3 B‐2650 Edegem (Antwerp), Belgium
(3) Name and Title of Representative ADR Consulting BVBA, represented by Alex De Ryck, CEO
(4) Description of Business Activities Manufacturing and sales of wind turbines and gear boxes
for wind power generation, as well as industrial gear boxes.
(5) Capital €17,966,814.57
(6) Date of Establishment 1923
(7) Net Assets €598,967,000
(8) Total Assets €1,066,082,000
(9) Major Shareholder and Percent Held (as of October 28, 2010)
AE‐Rotor Holding BV 26.06%
Ecofin Limited 12.27%
Blackrock Investment Management (UK) Ltd. 5.56%
Fidelity ‐ FIL Limited 5.01%
(10) Relationship Between Publicly Held Company and Company to be Acquired
- Capital Relationship
Sumitomo HI and Hansen Transmissions do
not have a significant capital relationship
of note. Further, no related person or
affiliate of Sumitomo HI has a significant
capital relationship with any related
person or affiliate of Hansen Transmissions.
- Personnel Relationship
Sumitomo HI and Hansen Transmissions do
not have a significant personnel
relationship of note. Further, no related
person or affiliate of Sumitomo HI has a
significant personnel relationship with any
related person or affiliate of Hansen
Transmissions.
- Transactional Relationship
Sumitomo HI and Hansen Transmissions do
not have a significant transactional
relationship of note. Further, no related
person or affiliate of Sumitomo HI has a
significant transactional relationship with
any related person or affiliate of Hansen
Transmissions.
4. Number of Shares to be Acquired and the Status of Shares Held Before and After the Proposed
Acquisition
(1) Number of Shares Held by Sumitomo HI Prior to the Transfer (Acquisition)
0 shares
(Number of Voting Rights: 0)
(Percentage Held: 0.0%)
(2) Number of Shares to be Acquired 21,000 shares
(Number of Voting Rights: 21,000)
(Acquisition Price: €75million on a cash and debt free basis or JPY8,600 million)
(3) Number of Shares to be Held by Sumitomo HI After the Transfer (Acquisition) is Completed
21,000 shares
(Number of Voting Rights: 21,000)
(Percentage Held: 100%)
5. Schedule
(1) Transfer Date of Share Certificates March 2011 (Anticipated)
6. Future Outlook
If the proposed move is successful, HIT will become a wholly‐owned subsidiary of Sumitomo HI. The
impact on current year business results (ending March 2011) as a result of the proposed acquisition
is expected to be minimal. If for unforeseen reasons there is to be a significant impact to the current
forecast as a result of the proposed acquisition, an announcement will be made in a timely manner.
END
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