Announcement of Acquisition of Equity in Erftcarbon
(Announcement of Erftcarbon Becoming a Tokai Carbon Subsidiary)
At the board of directors' meeting convened on April 18, the board decided to acquire equity in Erftcarbon (Erftcarbon
Beteiligungsgesellschaft mbH), making it a Tokai Carbon subsidiary. Tokai Carbon announces the following with
regard to that decision.
| 1. |
Objective of the acquisition of Erftcarbon
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Tokai Carbon has decided to acquire equity in Erftcarbon, a major manufacturer
of graphite electrodes holding the third-largest market share in the European market, to obtain the
opportunity to expand its business in the European market as well establish a supply platform for
the surrounding emerging markets.
Tokai Carbon expects to enhance its potential for technology development through linking the manufacturing
technology of Tokai Carbon and Erftcarbon. Tokai Carbon believes that the resulting synergetic effect
will ensure the highest possible performance standards not only for its European customers but also
for its other customers around the globe.
Through this transaction, Tokai Carbon will further develop a more solid growth strategy in the global
market, adding to its existing graphite electrode machining plant in China, which is a joint venture
with SGL Carbon. |
|
| 2. |
| Overview of future subsidiary Erftcarbon |
| (1) |
Name of Corporation: |
ERFTCARBON Beteiligungsgesellschaft mbH |
| (2) |
Representatives: |
Dr. Werner Kapellner, Managing Director
Mr. Dieter Schiefer, Managing Director |
| (3) |
Location of Head Office: |
Aluminiumstrasse 4, 41515 Grevenbroich, Germany |
| (4) |
Established: |
July 1998 |
|
The company started the production of Cathodes in 1960s as a separate
business unit of VAW Aluminium (now Norsk Hydro) which was the largest aluminum producer in
Germany. In 1975, the company started the production of graphite electrode. In 1998, Bridgepoint
Capital Ltd. acquired the assets and incorporated as ERFTCARBON. |
| (5) |
Main Businesses: |
Production and sales of graphite electrodes, cathodes for aluminum smelting,
etc. (Graphite electrodes account for approximately 70% of total sales) |
| (6) |
Settlement of Accounts: |
December 31 |
| (7) |
Main Place of Business: |
Grevenbroich, Germany |
| (8) |
Capitalization: |
818,000 euros |
| (9) |
Shareholder Composition: |
Bridgepoint Capital Ltd. (85%), et al. |
| (10) |
Performance in Recent Fiscal Years: |
Consolidated basis; unit: thousand euros |
| |
Year ending 12/03 |
Year ending 12/04 |
| Sales |
85,081 |
82,790 |
| Total Assets |
65,015 |
63,930 |
|
| 3. |
| Holder of equity being acquired |
| (1) |
Name of Corporation: |
Bridgepoint Capital Ltd. |
| (2) |
Location of Head Office: |
101 Finsbury Pavement, London EC2A 1EJ, UK |
| (3) |
Main Businesses: |
Investment business |
| (4) |
Relationship with
Tokai Carbon: |
No capital, personal, or business relationships |
|
Tokai Carbon will be acquiring equity in Erftcarbon currently held
by Bridgepoint Capital Ltd. and other individual shareholders. |
|
| 4. |
Total equity held in Erftcarbon before
and after undertaking this equity acquisition |
| (1) |
Equity held prior to transaction: |
0% |
| (2) |
Equity to be acquired in transaction: |
100% |
| (3) |
Equity to be held post-transaction: |
100% |
|
| 5. |
| Timeline |
|
April 18, 2005: |
Resolution of Tokai Carbon board of directors |
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April 18, 2005: |
Conclusion of equity acquisition contracts |
|
May 2005 - June 2005 (est'd.): |
Acquisition of equity |
|
Application for approval of this acquisition will be filed with
the competent antitrust authorities. Upon receiving this approval, Tokai Carbon will promptly
undertake payment for the equity transfer and acquire the equity. |
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6. |
| Effect on consolidated business performance |
|
After determining the effect that this transaction will have on
Tokai Carbon's consolidated business results for the current fiscal year, an announcement will
be made. |
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