CLEVELAND, Jan. 19, 2012
/PRNewswire/ -- Parker Hannifin Corporation (NYSE: PH), the
global leader in motion and control technologies, today announced
that it has commenced a cash tender offer to purchase all of the
outstanding shares not owned by Parker in TAIYO, LTD., a majority
owned subsidiary of Parker, which is headquartered in Osaka, Japan. The tender offer,
which has been formally made by Parker Hannifin Japan Holdings GK,
extends through March 5, 2012 at a
price of 250 yen (approximately
$3.25) per common share and
represents a total consideration of 5.8 billion yen
(approximately $75 million) for the
remaining 23,136,063 shares or 43.51% of the shares of TAIYO not
owned by Parker. The acquisition is subject to certain
regulatory approvals and the tender of a majority of the shares of
TAIYO not owned by Parker. The independent members of the
TAIYO Board of Directors have adopted a resolution supporting the
tender offer and recommending that all TAIYO shareholders tender
their shares.
(Logo: http://photos.prnewswire.com/prnh/19990816/PHLOGO)
Parker has been the majority shareholder in TAIYO since
June 2006 and has had a formal
relationship with TAIYO since forming a business alliance in
2002. TAIYO has annual sales of approximately 17.3 billion yen (approximately $225 million). The company develops and
manufactures a broad range of products, including hydraulic and
pneumatic actuators, cylinders and specialized pneumatic
products. TAIYO has four manufacturing plants located in
Japan and two manufacturing plants
in China. Upon successful completion of the tender offer,
TAIYO will remain part of Parker's Global Hydraulics Group and its
results will continue to be reported in the Industrial
International segment. Parker currently consolidates 100
percent of the sales of TAIYO in its financial statements.
"We are pleased to make an offer to acquire the remaining
interest in TAIYO," said Jeff
Cullman, President of Parker's Hydraulics Group. "Once
completed, this transaction will help us establish an even stronger
presence in a high growth region for our world class hydraulic and
automation systems. TAIYO provides a strong base business and
manufacturing presence in Japan
from which we can build our presence in other emerging markets of
the region, including key markets in China."
Mizuho Securities Co., Ltd is acting as an adviser to Parker in
the tender offer. Shareholders residing in the United States, who wish to tender their
shares in the tender offer, will be required to tender their shares
to Mizuho Securities Co., Ltd. through their shareholders' standing
proxies in Japan, and such
shareholders will be unable to directly tender their shares in the
tender offer.
With annual sales exceeding $12
billion in fiscal year 2011, Parker
Hannifin is the world's leading diversified manufacturer of
motion and control technologies and systems, providing
precision-engineered solutions for a wide variety of mobile,
industrial and aerospace markets. The company employs approximately
58,000 people in 47 countries around the world. Parker has
increased its annual dividends paid to shareholders for 55
consecutive fiscal years, among the top five longest-running
dividend-increase records in the S&P 500 index. For more
information, visit the company's web site at www.parker.com, or its
investor information web site at www.phstock.com.
Forward-Looking Statements
Forward-looking statements contained in this and other
written and oral reports are made based on known events and
circumstances at the time of release, and as such, are subject in
the future to unforeseen uncertainties and risks. All statements
regarding future performance, earnings projections, events or
developments are forward-looking statements. It is possible that
the future performance and earnings projections of the company,
including its individual segments, may differ materially from
current expectations, depending on economic conditions within its
mobile, industrial and aerospace markets, and the company's ability
to maintain and achieve anticipated benefits associated with
announced realignment activities, strategic initiatives to improve
operating margins, actions taken to combat the effects of the
current economic environment, and growth, innovation and global
diversification initiatives. A change in the economic conditions in
individual markets may have a particularly volatile effect on
segment performance. Among other factors which may affect future
performance are: changes in business relationships with and
purchases by or from major customers, suppliers or distributors,
including delays or cancellations in shipments, disputes regarding
contract terms or significant changes in financial condition,
changes in contract cost and revenue estimates for new development
programs and changes in product mix; ability to identify acceptable
strategic acquisition targets; uncertainties surrounding timing,
successful completion or integration of acquisitions, including
obtaining the minimum number of shares tendered by TAIYO
shareholders to complete the tender offer; ability to realize
anticipated costs savings from business realignment activities;
threats associated with and efforts to combat terrorism;
uncertainties surrounding the ultimate resolution of outstanding
legal proceedings, including the outcome of any appeals;
competitive market conditions and resulting effects on sales and
pricing; increases in raw material costs that cannot be recovered
in product pricing; the company's ability to manage costs related
to insurance and employee retirement and health care benefits; and
global economic factors, including manufacturing activity, air
travel trends, currency exchange rates, difficulties entering new
markets and general economic conditions such as inflation,
deflation, interest rates and credit availability. The company
makes these statements as of the date of this disclosure, and
undertakes no obligation to update them unless otherwise required
by law.
SOURCE Parker Hannifin Corporation