Notice Regarding Completion of Acquisition of AR Metallizing Group
August 7, 2015
Nissha Printing Co.,Ltd.
Nissha Printing Co., Ltd. (hereinafter, “Nissha”) acquired shares in H.I.G. Luxembourg Holdings 28 S.à r.l. (hereinafter, “H.I.G. Luxembourg”), holding company of business company AR Metallizing N.V. and its group companies (hereinafter, “ARM Group”) from ARM Holdings S.C.A. on August 6, 2015 as previously announced on July 17, 2015 disclosure regarding conclusion of an agreement on share acquisition entitled “Notice Regarding Making AR Metallizing N.V. a Subsidiary through Acquisition of Shares in H.I.G. Luxembourg Holdings 28 S.à r.l.” As a result, H.I.G. Luxembourg (holding company) and the ARM Group (business companies) have become fully-owned subsidiaries of Nissha.
Outline of H.I.G. Luxembourg (Holding Company)
| Name | H.I.G. Luxembourg Holdings 28 S.à r.l. |
|---|---|
| Location | 5 rue Guillaume, L-1882,Luxembourg |
| Business description | Corporate planning and management of subsidiaries and group companies and ancillary or related businesses to the above |
| Number of employees (consolidated) | 284 |
| Capital stock | EUR 221,143.92 |
| Sales (consolidated)* | EUR 109,000 thousand (year ended December 31, 2014) |
| EBITDA (consolidated)* | EUR 14,607 thousand (year ended December 31, 2014) |
| Established | August 7, 2012 |
| Major shareholders and ratio of shares held | Nissha (100%) |
| Subsidiaries | AR Metallizing N.V. (Genk ,Belgium) ARM Holding S.r.l (Casalgrasso ,Italy) AR Metallizing S.r.l. (Casalgrasso ,Italy) AR Metallizing Ltd. (Franklin, MA ,USA) ARM Embalagens Ltda. (São Paulo ,Brazil) |
*Figures for business results are based on the local accounting standards of Luxembourg.
Outlook for the Future
The impact of the acquisition on Nissha’s consolidated business results is currently under review. Revisions to forecasts and other details will be promptly disclosed as necessary.
This is to announce the finalization as follows of the share acquisition amount in regard to the matter announced in the “Notice Regarding Making AR Metallizing N.V. a Subsidiary through Acquisition of Shares in H.I.G. Luxembourg Holdings 28 S.à r.l.” of July 17, 2015.
(The total acquisition amount of EUR 120 million has been changed to EUR 114 million.)
Enterprise value (EUR 136 million.) is no change.
This is to announce the finalization as follows of the share acquisition amount in regard to the matter announced in the “Notice Regarding Making AR Metallizing N.V. a Subsidiary through Acquisition of Shares in H.I.G. Luxembourg Holdings 28 S.à r.l.” of July 17, 2015.
(The total acquisition amount of EUR 120 million has been changed to EUR 114 million.)
Enterprise value (EUR 136 million.) is no change.
Number of Shares to be Acquired, Acquisition Price, and Status of Shares Held before and after Acquisition (following the change)
| (1)Number of shares held before transfer | 0 shares (Number of voting rights: 0 units) (Percentage of voting rights held: 0.0%) |
|---|---|
| (2)Number of shares to be acquired | 22,114,392 shares (Number of voting rights: 22,114,392 units) |
| (3)Acquisition price | Common share of Target---------------EUR 89 million Convertible subordinated claims-----EUR 22 million Advisory expenses, etc. (Estimated amount)-----------------------EUR 3 million Total (Estimated amount)---------------EUR 114 million (JPY 15,390 million) (Note) Calculations are made at JPY 135 to EUR 1. |
| (4)Number of shares held after transfer | 22,114,392 shares (Number of voting rights: 22,114,392 units) (Percentage of voting rights held: 100.0%) |
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