Recognition of an Extra-ordinary Gain - Sale of Shares in NH Techno Glass
NSG Group (“the Company”) announces that today its extra-ordinary Board meeting officially resolved the sale of its shareholding in its affiliate (consolidated by equity method accounting), NH Techno Glass Co., Ltd and it will recognize an extra-ordinary gain in the fiscal year to March 2009 as below:
1. The reason of the share sale
The Company has received a number of offers to purchase all of the Group's shareholding in NH Techno Glass and has carefully studied them. Following a process of evaluating the offers, the Company has judged that this transaction contributes to the further enhancement of enterprise value of the Company.
2. The company of which the share was transferred
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(1)
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Name:
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NH Techno Glass Co., Ltd.
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(2)
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Representative:
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Jun Makino
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(3)
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Registered address:
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Yokohama, Kanagawa, Japan
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(4)
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Date of registration:
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21st May 1991
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(5)
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Principal business:
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Manufacturing and sales of TFT LCD glass substrate
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(6)
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Fiscal year end:
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31st March
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(7)
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Number of employees:
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Consolidated: 1,147, Japan based: 184
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(8)
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Office address:
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Yokohama, Yokkaichi and overseas subsidiaries (Taiwan, Singapore, Korea)
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(9)
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Share Capital:
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JPY 3,000 million
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(10)
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The number of shares issued:
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60,000 shares
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(10)
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Shareholders:
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NSG (50%), HOYA (50%)
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3. The outline of the buyer
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(1)
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Name:
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The Carlyle Group
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(2)
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Representative:
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Chairman Louis V. Gerstner Jr.
(Carlyle Japan Joint Representatives: Tamotsu Adachi & Masao Hirano)
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(3)
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Principal address:
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Washington D.C. U.S.A
(1001 Pennsylvania Ave., N.W. Suite 220 South, Washington, D.C.)
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(4)
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Outline of business:
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Private Equity Fund
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(5)
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Interests and relevance to the Company:
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None
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4. Details of transfer
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(1)
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Number of shares held before transfer:
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30,000 shares (50%)
(Shares with voting rights: 30,000 shares)
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(2)
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Number of shares transferred:
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30,000 shares (Proceeds: JPY40.6 billion)
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(3)
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Number of shares held after transfer:
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Nil (0%)
(Shares with voting rights: 0 shares)
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5. Time frame of the transfer
- 9th May 2008: Board approval.
- Early June 2008: Expected Closing Date
6. Impact on the Group's operation
It is estimated that the Company will recognize an extra-ordinary gain on a non-consolidated basis of JPY 40 billion and on a consolidated basis of JPY 25 billion at its result of the first quarter for the year to March 2009. There is no effect upon the result of the fiscal year ending March 2008.
The above transaction, namely the transfer of the shares, will become officially effective when its closing conditions are met. It is expected the closing will be done four or five weeks after the execution of the share purchase agreement.