Notice Concerning the Acquisition (Conversion into a Subsidiary) of VDI, LLC in the United States
Oct. 19, 2016
LINTEC Corporation (hereinafter “LINTEC”) has been in discussion with VDI, LLC (head office: Kentucky, the United States, hereinafter “VDI”), a functional film manufacturer in the United States, regarding the Acquisition of all the membership interests of VDI. At a meeting held today, the Board of Directors of LINTEC resolved to acquire all the membership interests of VDI through its wholly owned holding company in the United States, LINTEC USA Holding, Inc. (head office: Massachusetts, the United States), and conclude a purchase agreement with an equity investor in VDI on October 28, 2016 (local time). Details are as follows:
1. Background on the Acquisition
LINTEC and its consolidated subsidiaries (hereinafter “the Group”) adopted a “return to a growth path through active management and continuous innovation” as their basic policy in LINTEC INNOVATION PLAN 2016 (LIP-2016), a three-year medium-term business plan launched in April 2014. Based on that policy, the Group has worked on key initiatives, such as “further promotion of global development” for expanding operations in countries and regions expected to achieve economic development and “promotion of strategic M&A” for rapidly executing business strategies.
VDI maintains a manufacturing base in Kentucky, the United States. VDI is producing functional films, such as metallized films and sputtering films, and selling them to customers in the United States and other countries.
LINTEC is convinced that VDI’s products can be expected to produce synergies with window films and other functional films manufactured by the Group and to contribute significantly to the expansion of the Group’s businesses and the improvement of its operating results in the future. LINTEC is planning to link VDI’s acquisition to business development in new fields, utilizing VDI’s outstanding metallizing technologies that had not existed in the Group previously.
2. Overview of the subsidiary undergoing changes
|(1) Name||VDI, LLC|
|(2) Registered office||Louisville, Kentucky, the United States|
(3) Name and title of the representative
|David Bryant, President|
|(4) Business description||Manufacture and sales of functional films|
|(5) Stated capital||US$ 5,525,000 (Total members’ interest as of December 31, 2015)*|
|(6) Establishment||August 7, 2001|
(7) Principle owner and ownership ratio
|David Bryant: 100%|
(8) Relationships with LINTEC
|There are no capital, personnel or business relationship between LINTEC and VDI.|
|(9) Consolidated business performance and financial condition for the last two years|
|Accounting periods||Fiscal year ended
December 31, 2014
|Fiscal year ended
December 31, 2015
|Net assets||US$ 5,711,000||US$ 5,525,000|
|Total assets||US$ 12,615,000||US$ 12,676,000|
|Net sales||US$ 11,689,000||US$ 13,090,000|
|Operating income||US$ 1,501,000||US$ 1,498,000|
|Net income||US$ 1,272,000||US$ 1,265,000|
- The amount of VDI’s stated capital after the closing of this acquisition will be equal to the Acquisition price. VDI will become a specified subsidiary of LINTEC following the acquisition.
3. Overview of the party from whom membership interests will be acquired
|(1) Name||David Bryant|
|(2) Registered office||Florida, the United States|
(3) Relationships with LINTEC
|There are no capital, personnel or business relationship between LINTEC and the individual.|
4. Ratio of membership interests to be acquired and ownership ratios before and after the Acquisition
(1) Shareholding ratio before changes
(2) Ratio of membership interests to be acquired
|(3) Acquisition price||Value of membership interests (VDI): approximately US$ 26 million Advisory and other expenses: approximately US$ 0 million|
(4) Ratio of membership interests held after transfer
|(1) Date of resolution by the Board of Directors||October 19, 2016|
|(2) Date of the Purchase Agreement conclusion||October 28, 2016 (local time) (plan)|
|(3) Closing date||October 28, 2016 (local time) (plan)|
6. Outlook for the future
LINTEC will closely examine the effects that the Acquisition announced in this news release may produce on the consolidated operating results for the fiscal year ending March 31, 2017. LINTEC will promptly disclose any item that should be disclosed, including any correction to business forecasts, when such item arises.
The contents of the News Release are as of the announcement date. Please note that they may differ from the latest information.