KKR supports the long-term growth goals of
Calsonic Kansei
Leading global investment firm KKR and Nissan Motor
Co., Ltd. (“Nissan”) today announced
that CK Holdings Co., Ltd. (the “Bidder”), an entity owned by
investment funds controlled by KKR, intends to make a tender offer
for all the existing shares of leading Japanese automotive
components manufacturer Calsonic Kansei Corporation (“CK” or the
“Company”) (Code number: 7248, First Section of the Tokyo Stock
Exchange).
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View the full release here:
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In connection with the tender offer, the Bidder has entered into
a tender agreement (the “Tender Agreement”) with Nissan, the lead
shareholder in CK, to acquire in the tender offer Nissan’s
approximate 41% holding of CK's common shares. The tender offer is
planned to be commenced subject to the fulfillment of certain
conditions in the Tender Agreement and the Bidder currently expects
to commence the tender offer in February 2017 (for details
regarding the conditions for the commencement of the tender offer,
please refer to the full text of the press release issued by CK
today titled “Announcement Concerning Opinion on Tender Offer by CK
Holdings Co., Ltd.” and its attachment titled “Announcement
Regarding the Tender Offer for the Shares of Calsonic Kansei
Corporation (Securities Code 7248)” (collectively, the “CK Press
Release”)).
CK is a leading supplier of automotive components including
vehicle interiors, climate control systems, compressors, exhaust
systems and electronic products. Nissan is the primary customer for
CK, which also supplies other automotive groups including Renault,
Isuzu, Daimler and General Motors.
Under the terms of the announced offer under Japan’s Financial
Instruments and Exchange Act, among other terms, the Bidder will
commence the tender offer to acquire the outstanding common stock
of CK. In light of the proposal from the Bidder, CK plans to issue
a special dividend (the “Special Dividend”) conditioned upon the
success of the tender offer with a record date of the calendar day
prior to the tender offer commencement date. The Bidder plans to
pay cash consideration of JPY 1,860 per common share to the
existing shareholders of CK. However, in the event that the Special
Dividend is declared prior to the tender offer commencement date,
then the Bidder will calculate the offer price for the tender offer
by deducting the per share value of the Special Dividend from this
planned price of JPY 1,860 per common share. Please note that,
although the dividend amount per share for the Special Dividend is
expected to be approximately JPY 570 (provided that the maximum
amount shall be JPY 570) as of today, the final dividend will be
determined based on the procedures under the Companies Act (for
details, please refer to the CK Press Release).
The proposed price represents:1
- A premium of 109.3% to CK’s 12-month
volume weighted average price ("VWAP") to October 27, 2016
- A premium of 113.6% to CK’s 6-month
VWAP to October 27, 2016
Since the number of CK’s outstanding issued shares is equal to
267,882,277 (excluding treasury shares), the consideration price
values CK at approximately JPY498.3 billion based on the Proposed
Price.
Mr. Yasuhiro Yamauchi, Chief Competitive Officer of Nissan,
said: “This agreement was reached because we share common interests
and goals. Nissan is hoping to further increase the competitiveness
of Calsonic Kansei—one of our most important partners—and KKR
recognizes the company’s potential. This is also the best choice
for Calsonic Kansei and its shareholders.”
Mr. Hiro Hirano, Member of KKR and CEO of KKR Japan, added:
“Calsonic Kansei is a best-in-class auto-parts manufacturer that
supplies high-quality products to the world’s largest automotive
brands. As a partner to Calsonic Kansei’s management team, we aim
to assist the company in achieving its growth ambitions and make
available our international network and industry expertise to
continue Calsonic Kansei’s success globally.”
KKR makes its proposed investment from its Asian Fund II. KKR
has been investing in Japan through its pan-regional private equity
funds since 2010. Japan has been and continues to be a key focus
for KKR in the region. To date, KKR has completed three
acquisitions in the market: Intelligence Ltd., a leading human
resources services company; Panasonic Healthcare, the carve-out
health care business of Panasonic Corporation; and Pioneer DJ, the
carve-out DJ equipment business of Pioneer Corporation.
This press release should be read in conjunction with the full
text of the CK Press Release, a copy of which is available
on www.jpx.co.jp.
This press release has been prepared for the purpose of
informing the public of the tender offer and has not been prepared
for the purpose of soliciting an offer to sell, or making an offer
to purchase, any securities. If shareholders wish to make an offer
to sell their shares in the tender offer, they should first read
the Tender Offer Explanation Statement for the tender offer and
offer their shares or stock options for sale at their own
discretion. This press release shall neither be, nor constitute a
part of, an offer to sell or purchase, or a solicitation of an
offer to sell or purchase, any securities, and neither this press
release (or a part thereof) nor its distribution shall be
interpreted to be the basis of any agreement in relation to the
tender offer, and this press release may not be relied on at the
time of entering into any such agreement.
The tender offer will be conducted in accordance with the
procedures and information disclosure standards prescribed by
Japanese law, which may differ from the procedures and information
disclosure standards in the United States. In particular, Section
13(e) and Section 14(d) of the U.S. Securities Exchange Act of 1934
and the rules prescribed thereunder do not apply to the tender
offer, and the tender offer does not conform to those procedures
and standards.
Unless otherwise specified, all procedures relating to the
tender offer are to be conducted entirely in Japanese. If all or
any part of a document relating to the tender offer is prepared in
the English language and there is any inconsistency between the
English-language documentation and the Japanese-language
documentation, the Japanese-language documentation will
prevail.
The financial advisors to the Bidder, the Company and Nissan as
well as the tender offer agent (including their respective
affiliates) may engage prior to the commencement of, or during, the
tender offer period in the purchase or arrangement to purchase
shares of the Company for their own account or for their customers’
accounts to the extent permitted under the Japanese Financial
Instruments and Exchange Act, Rule 14e-5(b) of the U.S. Securities
Exchange Act of 1934, as amended, and other applicable laws and
regulations. Such purchases may be made at the market price through
market transactions, or at a price determined by negotiation
outside of the market. In the event information regarding such
purchases is disclosed in Japan, such information will also be
disclosed on the English homepage of the financial advisor or
tender offer agent conducting such purchases or will otherwise be
made publicly available.
About KKR
KKR is a leading global investment firm that manages investments
across multiple asset classes including private equity, energy,
infrastructure, real estate, credit and hedge funds. KKR aims to
generate attractive investment returns by following a patient and
disciplined investment approach, employing world‐class people, and
driving growth and value creation at the asset level. KKR invests
its own capital alongside its partners’ capital and brings
opportunities to others through its capital markets business.
References to KKR’s investments may include the activities of its
sponsored funds. For additional information about KKR &
Co. L.P. (NYSE:KKR), please visit KKR’s website
at www.kkr.com and on Twitter @KKR_Co.
About Nissan Motor Co., Ltd.
Nissan is a global full-line vehicle manufacturer that sells
more than 60 models under the Nissan, Infiniti and Datsun brands.
In fiscal year 2015, the company sold more than 5.4 million
vehicles globally, generating revenue of 12.2 trillion yen. Nissan
engineers, manufactures and markets the world's best-selling
all-electric vehicle in history, the Nissan LEAF. Nissan's global
headquarters in Yokohama, Japan manages operations in six regions:
ASEAN & Oceania; Africa, Middle East & India; China;
Europe; Latin America and North America. Nissan has been partnered
with French manufacturer Renault since 1999 and Mitsubishi Motors
since 2016 under the Alliance.
For more information on our products, services and commitment to
sustainable mobility, visit our website at
http://www.nissan-global.com/EN/
1 The figures set out above are based on the Calsonic Kansei
closing share prices extracted from Bloomberg as at and prior to
the last full trading day (October 27, 2016) immediately prior to
the day of speculative publication of media reports regarding the
tender offer (the ‘unaffected price’).
View source
version on businesswire.com: http://www.businesswire.com/news/home/20161122005433/en/
For KKRKKR Asia PacificAnita Davis, +852
3692-7335anita.davis@kkr.comorKKR New YorkKristi Huller, +1
212-230-9722kristi.huller@kkr.comorFor KKR JapanAshton
ConsultingJohn Sunley, +81-3-5425-7220jas@ashton.jporBrendan
Jennings, +81-3-5425-7220b.jennings@ashton.jporFor
NissanNissan Global CommunicationsTel.045-523-5521
(Corporate)or045-523- 5553 (Product)or045-523-5520 (IR)
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