November 6, 2013
Toray Industries, Inc.
Toray’s Consolidated Subsidiary Signs Agreement to Purchase Stake in Woongjin Chemical in Korea
Toray Industries, Inc. (headquarters: Chuo-ku, Tokyo; President: Akihiro Nikkaku; hereinafter referred to as "Toray") today announced that Toray Advanced Materials Korea Inc. (headquarters: Seoul, Republic of Korea; Chairman & CEO: Lee Young-kwan; President & COO: Kim Sang-pil; hereinafter referred to as "TAK"), its consolidated subsidiary in Republic of Korea, agreed on November 6 (Wednesday) with Woongjin Holdings Co., Ltd. (headquarters: Seoul, Republic of Korea; Chairman: Yoon Seok-Keum) and others to purchase a 56.2% stake in Woongjin Holdings’ subsidiary Woongjin Chemical Co., Ltd. (headquarters: Seoul, Republic of Korea; President: Park Chankoo; herein after referred to as "Woongjin Chemical") for 430 billion won. TAK had been given the preferential negotiation right regarding the acquisition of the shares in Woongjin Chemical on September 27 (Friday).
1. Reason for the share acquisition
The Toray Group´s move to acquire the shares of Woongjin Chemical is in response to the start of the auction sale process of the 56.2% stake in the company in April this year by its parent Woongjin Holdings as part of the group´s revival measures against the backdrop of Woongjin Holdings´ financial difficulties.
TAK, which is purchasing the shares, is a diversified chemicals manufacturer and its predecessor is Toray Saehan Inc., a joint venture established in 1999 by Toray and Saehan of Korea. In 2010, Toray acquired the entire stake held by Saehan and made the company its wholly owned subsidiary.
Woongjin Chemical used to be known as Saehan, until it was acquired and renamed by the Woongjin group in 2008. As it used to be the same company as TAK prior to 1999, both companies have plants in the same premise and have close relationship even now, with Woongjin Chemical providing utility and welfare service to TAK.
TAK´s acquisition of a majority stake in Woongjin Chemical provides the Toray Group control of Woongjin Chemical´s main business of fibers and textiles as well as its water treatment filter business, which has grown in recent years and has been improving profitability. Toray decided on the share acquisition on expectations that it would expand and enhance TAK´s business foundation while enabling strategic utilization of the company and generating synergies in the overall business development of the Toray Group.
Once the acquisition is completed, Toray will leverage Woongjin Chemical´s management and human resources as well as its technologies in pursuit of sales expansion of high value added products on a global basis through its integrated operation as part of Toray Group with the aim of maximizing synergies from the share acquisition.
2. Profile of the subsidiary (TAK), which is acquiring the Woongjin Chemical stake
|(1) Name||：||Korean name:東レ尖端素材株式会社
English name: Toray Advanced Materials Korea Inc.
|(2) Location||：||Seoul, Republic of Korea|
|(3) Representative||：||Chairman & CEO: Lee Young-kwan
President & COO: Kim Sang-pil
|(4) Capital||：||475 billion won|
|(5) Investment ratio||：||Toray 100%|
|(6) Established||：||October 1999 (The company changed its name in May 2010)|
|(7) Business||：||Manufacture and distribution of PET film, polyester fibers, non-woven fabric, processed film products, materials for printed circuits, water treatment membrane modules, and carbon fibers|
3. Profile of the subsidiary subject to change (Woongjin Chemical)
|(1) Name||：||Woongjin Chemical Co., Ltd. (Listed on KRX)|
|(2) Location||：||Seoul, Republic of Korea|
|(3) Representative||：||CEO：Park Chankoo|
|(4) Capital||：||237.2 billion won|
|(5) Investment ratio||：||Woongjin Holdings Co., Ltd. 46.3%|
|(7) Business||：||Manufacture and distribution of high-performance fibers, water treatment filter, A-PET sheets (cast film), etc.|
|(1) Corporate Resolution||：||September 27, 2013|
|(2) Conclusion of the agreement||：||November 6, 2013|
|(3) Share acquisition date||：||January 2014 (scheduled)
*While the share acquisition date is expected to be in January 2014, it is subject to change, as the acquisition will take place only after competition law-related procedures are completed in all regions including China.
5. Future outlook
The concrete impact of this share acquisition on Toray’s consolidated financial results is yet to be determined at the point of this announcement. The company shall swiftly announce as soon as any event that requires disclosure occurs in the future.
In this transaction, Toray has retained Nomura Securities Co., Ltd. as the financial advisor and Kim & Chang as the legal advisor.
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