HSN Hansen Tran.

 
TIDMHSN 
 
* Sumitomo Heavy Industries offers to acquire Hansen Industrial Transmissions 
    for a gross consideration of 75 million EUR 
  * Hansen Transmissions to become a pure renewable energy business 
 
Edegem/Antwerp, Belgium - London, UK - 15 October 2010 - Hansen Transmissions 
International NV. (LSE ticker HSN) ("Hansen Transmissions"), an established 
global gearbox designer, manufacturer and supplier with a leading position in 
the wind turbine gearbox market, today announces that it has received an offer 
for its industrial gearbox division (Hansen Industrial Transmissions ("HIT") 
from Sumitomo Heavy Industries ("Sumitomo HI") (the "Proposed Transaction"). The 
management team and board of Hansen have evaluated the Proposed Transaction in 
detail and believe it presents a great opportunity for both its industrial and 
wind gearbox businesses. 
 
Hansen Transmissions has recognized for some time the different market dynamics 
between the wind and industrial gearbox businesses, which accounted for 84% and 
16% respectively of its group revenue in FY 2010. The Proposed Transaction is a 
logical next step to allow each of Hansen Transmissions and HIT to maximize 
their full potential. 
 
As a result of the Proposed Transaction, Hansen Transmissions will focus its 
future business strategy on wind energy. The group's management and board are 
convinced that this is the right strategic path that will lead to a stronger and 
more focused position in a sector with substantial long-term opportunities. 
 
 
 
Sumitomo Heavy Industries 
 
Sumitomo HI represents an ideal partner for HIT given its strategic vision, as 
well as the complementary nature of its product offering and geographic 
positioning. Sumitomo HI is a world leader in industrial gearboxes and the 
Proposed Transaction will result in it becoming a stronger European and 
worldwide player. Sumitomo HI will benefit from HIT's market-leading positions 
in Europe, South Africa and Australia. Combined, the two companies will have 
significant potential to expand their presence in key regions such as the US, 
Asia, Brazil and the UK. HIT's manufacturing facility in Europe, worldwide 
customer base, its technological know-how and research and development 
capabilities will contribute greatly to Sumitomo HI's offering. 
 
Employee Information and Consultation Phase 
 
Hansen Transmissions will now begin the information and consultation process 
with respect to the contemplated divestment. The Proposed Transaction requires 
the Hansen plant in Edegem, Belgium, to be restructured before completion (the 
"Restructuring"). The Restructuring may lead to a headcount reduction in Belgium 
of up to 125 employees out of a total HIT headcount of 730 in seven countries 
worldwide (514 in Belgium). It is envisaged that the management team of HIT will 
transfer with HIT on completion of the Proposed Transaction. 
 
Hansen Transmissions will consult with its Works Council about the Proposed 
Transaction and the Restructuring and will work together with employees and 
unions to accommodate as far as possible any adverse impact the Proposed 
Transaction may have on its employees (the "Employee Information and 
Consultation Procedure"). If the Employee Information and Consultation Procedure 
is successfully completed, Hansen Transmissions will enter into a sale and 
purchase agreement in respect of the Proposed Transaction (the "SPA"). 
 
Terms of the Proposed Transaction 
 
The Proposed Transaction values HIT at EUR75m on a cash and debt free basis, 
before costs that will be incurred and borne by Hansen Transmissions in 
connection with the Restructuring of HIT prior to completion of the Proposed 
Transaction. The final consideration will be payable in cash at completion. 
 
In addition to the successful completion of the Employee Information and 
Consultation Procedure and the contemplated Restructuring, the Proposed 
Transaction is a Class 1 transaction for Hansen Transmissions under the UK 
Listing Rules and is therefore conditional on shareholder approval. Following 
successful completion of the Employee Information and Consultation Procedure, a 
circular (the "Circular") will be dispatched to the shareholders of Hansen 
Transmissions convening a general meeting at which an ordinary resolution will 
be proposed to approve the Proposed Transaction. 
 
Subject to the above conditions being satisfied, the Proposed Transaction is 
expected to close before the end of the current fiscal year, ending on 31 March 
2011. 
 
A more detailed summary of the SPA, which will contain customary provisions for 
a transaction of this nature, will be set out in the Circular. 
 
Wind business activities 
 
Following any sale of HIT, Hansen Transmissions plans to discontinue its wind 
gearbox activities in the Edegem plant, and concentrate the production, assembly 
and testing of wind turbine gearboxes in its existing dedicated wind gearbox 
facilities. This will reduce Hansen Transmissions' current wind turbine gearbox 
manufacturing capacity by 1,100 mega watts ("MW") (out of a total capacity of 
8,700 MW as of 30 September 2010). This reduction in capacity will help reduce 
the level of over capacity in Hansen Transmissions' remaining facilities and is 
reflective of the continued volatility and uncertainty in the global wind energy 
market. 
 
Proceeds will be used to pay down debt 
 
The final proceeds received by Hansen Transmissions in respect of the Proposed 
Transaction will primarily be used to pay down debt. 
 
Hansen Industrial Transmissions Financials 
 
HIT generated revenues of 83 million EUR in FY 2010 and 94 million EUR in FY 
2009, representing 15.6% and 15.5% of total sales respectively. Gross assets of 
the industrial gearbox activities as of 31 March 2010 were 116.5 million EUR 
(net assets 68.0 million EUR, excluding cash items). Profit/(loss) before tax 
for FY 2010 was (4.2 million EUR), after 2.6 million EUR restructuring costs. 
 
 
 
For further information, please contact: 
 
 Hansen Transmissions International NV 
 
 
 
 Investor Relations 
 
 Hans Ooms 
 
 De Villermontstraat 9 
 
 2550 Kontich - Belgium                 +32 3 450 58 62 
 
 hans.ooms.ir@hansentransmissions.com 
 
 http://ir.hansentransmissions.com/ 
 
 
 
 
 
 Maitland 
 
 Sarah Hamilton             +44 20 7395 0464 
 
 shamilton@maitland.co.uk   +44 7836 295 291 
 
 
 
 Dan Yea                    +44 20 7395 0422 
 
 dyea@maitland.co.uk        +44 7595 270 691 
 
 
 
 
 
About Hansen Transmissions 
 
Hansen Transmissions International NV is an established global wind turbine 
gearbox and industrial gearbox designer, manufacturer and supplier, with a 
leading position (by MW supplied) in the wind turbine gearbox market. The 
Company supplies gearboxes to the world's major manufacturers of gear-driven 
wind turbines and provides durable gear drives for a wide range of industrial 
applications throughout the world. Both Hansen's wind energy and industrial 
activities have established dedicated international service networks. In 
addition to its principal state-of-the-art manufacturing facilities located in 
Flanders, Belgium - i.e. a wind turbine and industrial gearbox plant and a fully 
integrated, dedicated wind turbine gearbox manufacturing facility - Hansen has a 
production plant for wind turbine gearboxes in Coimbatore, India and an assembly 
and testing plant for the Chinese market, located in Tianjin, China. As such, 
Hansen plans to increase its wind turbine gearbox manufacturing capabilities 
from 8,500 MW per annum in the financial year 2010 to 14,300 MW in financial 
year 2013. Strong in-house R&D operations maintain Hansen's technological 
leadership and the Company employs approximately 2,200 people worldwide. 
 
http://www.hansentransmissions.com/en/ 
 
http://ir.hansentransmissions.com/ 
 
About Hansen Industrial Transmissions 
 
HIT is a global industrial gearbox designer, manufacturer and supplier. The 
company supplies for a wide range of industrial applications throughout the 
world and has an established dedicated international service network. HIT 
operates a manufacturing facility and services centre located in Flanders, 
Belgium as well as assembly centres in Australia, Brazil, China, South Africa, 
the UK and the US. HIT currently employs 730 people worldwide. 
 
About Sumitomo Heavy Industries 
 
SHI is a manufacturing company for various machineries among Sumitomo Business 
Group which is one of the biggest business groups in Japan founded in 1590. In 
its power transmissions and control business, Sumitomo HI produces cyclo drives 
with various power transmission and control technologies. These products are 
widely used in general industrial machinery, such as industrial robots or 
semiconductor manufacturing facilities, as well as in other areas such as those 
relating to infrastructure, consumers, or welfare. 
 
http://www.shi.co.jp/english/ 
 
Neither the content of Hansen Transmissions' website nor the content of any 
other website accessible from hyperlinks on Hansen Transmissions' website is 
incorporated into, or forms part of this announcement. 
 
Merrill Lynch International ("Bank of America Merrill Lynch") is acting 
exclusively for Hansen Transmissions in relation to the Proposed Transaction. 
 
Certain statements in this announcement are forward-looking statements. By their 
nature, forward-looking statements involve a number of risks, uncertainties or 
assumptions that could cause actual results or events to differ materially from 
those expressed or implied by the forward-looking statements. Those risks, 
uncertainties or assumptions could adversely affect the outcome and financial 
effects of the plans and events described herein. Forward-looking statements 
contained in this announcement regarding past trends or activities will continue 
in the future. Undue reliance should not be placed on forward-looking 
statements, which speak only as of the date of this announcement. Except as 
required by law or regulation, Hansen Transmissions is not under an obligation 
to update or keep current the forward-looking statements contained in this 
announcement or to correct any inaccuracies which may become apparent in such 
forward looking statements. 
 
Forward Looking Statements 
 
This press release may include statements that are "forward-looking statements". 
In some cases, these forward-looking statements can be identified by the use of 
forward-looking terminology, including the terms "believes", "estimates", 
"forecasts", "plans", "prepares", "projects", "anticipates", "expects", 
"intends", "may", "will", "should" or other similar words. Forward-looking 
statements may include, without limitation, those regarding Hansen's financial 
position, business strategy, plans and objectives of management for future 
operations (including development plans and objectives relating to Hansen's 
products) and the wind turbine and gearbox markets. Such forward-looking 
statements involve known and unknown risks, uncertainties and other factors 
which may cause the actual results, performance or achievements of Hansen, or 
industry results, to be materially different from any future results, 
performance or achievements expressed or implied by such forward-looking 
statements. Such forward looking statements are based on numerous assumptions 
regarding Hansen's present and future business strategies and the environment in 
which Hansen will operate in the future. These forward looking statements speak 
only as of the date of this press release. Hansen expressly disclaims any 
obligation or undertaking to release publicly any updates or revisions to any 
forward-looking statement contained herein to reflect any change in Hansen's 
expectations with regard thereto or any change in events, conditions or 
circumstances on which any such statement is based. 
 
 
 
                                       # 
 
 
 
[HUG#1452170] 
 
 
 
 
 
Press Release (PDF): 
http://hugin.info/139494/R/1452170/393119.pdf 
 
 
 
 
This announcement is distributed by Thomson Reuters on behalf of 
Thomson Reuters clients. The owner of this announcement warrants that: 
(i) the releases contained herein are protected by copyright and 
    other applicable laws; and 
(ii) they are solely responsible for the content, accuracy and 
     originality of the information contained therein. 
 
Source: Hansen Transmissions International NV via Thomson Reuters ONE 
 

Hansen Tran. (LSE:HSN)
Historical Stock Chart
From Jun 2024 to Jul 2024

Hansen Tran. (LSE:HSN)
Historical Stock Chart
From Jul 2023 to Jul 2024