December 14, 2016
Corporate Name: Asahi Glass Co., Ltd. President & CEO: Takuya Shimamura (Code Number: 5201; TSE 1st section)
Contact: Junichi Kobayashi, General Manager, Corporate Communications & Investor Relations
Corporate Planning Division
(Tel: +81-3-3218-5603)
Announcement of Share Acquisition of Vinythai PCLAGC Asahi Glass ("the Company") hereby announces that the Company has entered into an agreement with Solvay Group ("Solvay") to acquire shares of Solvay's Thai subsidiary Vinythai PCL ("Vinythai") following the resolution passed at the Board of Directors Meeting on December 14, 2016. The agreement remains subject to approval from the relevant antitrust authorities and the fulfillment of customary conditions precedent under the relevant share purchase agreement.
1. Reason for the Share AcquisitionUnder the AGC Group's management policy AGC plus, the AGC Group puts strategic focus on the enhancement of its Chlor-Alkali business in Southeast Asia. The caustic soda and polyvinyl chloride (PVC) markets in Southeast Asia are projected to grow at around 5% per year, and the 70% of the demand comes from Indonesia, Thailand, and Vietnam where the Group has production bases. The AGC Group has been working successively to capture the growing demand and increase its competitiveness in the region. Major initiatives in Indonesia include the capacity expansion of caustic soda and PVC production (completed in 2016), the construction of a power plant (to start operation in 2018), and the capacity expansion of Vinyl Chloride Monomer (to be completed in 2018). In Vietnam, the Group acquired a PVC manufacturer in 2014 and expanded its production capacity.
The acquisition of Vinythai will add to the AGC Group a PVC production base in Thailand, following Indonesia and Vietnam. Going forward, through consistent enhancement of its capacity and competitiveness, the AGC Group will continue to meet the needs of customers in fast-growing Southeast Asia.
2.Summary of Vinythai1) | Company name | Vinythai Public Company Limited | |
2) | Headquarters | No. 2, I-3 Road, Tambol Map Ta Phut, Amphoe Mueang, Rayong 21150, Thailand | |
3) | Name & title of Representative | Bruno van der Wielen, Managing Director | |
4) | Business description | Sales and manufacturing of chemicals products | |
5) | Capital | 7,111,160,664 Thai Baht | |
6) | Date of establishment | December 27,1988 | |
7) | Major shareholders and percentage of shares held | SOLVAY VINYLS HOLDING AG 58.77% PTT Global Chemical Public Company Ltd. 24.98% | |
8) | Relationship between the Company and Vinythai | Capital relationship | Not applicable |
Personnel relationship | Not applicable |
Transactional relationship | Vinythai has a small amount of business trading with the Company's subsidiary in Thailand. | |||
9) | Financials for the most recent 3 years | |||
Fiscal term | FY 2013 | FY 2014 | FY 2015 | |
Consolidated net assets | 16,145 million Baht | 15,072 million Baht | 15,496 million Baht | |
Consolidated total assets | 21,783 million Baht | 19,773 million Baht | 19,048 million Baht | |
Consolidated net assets per share | 13.62 Baht | 12.72 Baht | 13.07 Baht | |
Consolidated sales | 17,496 million Baht | 17,847 million Baht | 16,653 million Baht | |
Consolidated profit before income tax | 133 million Baht | -1,234 million Baht | 562 million Baht | |
Consolidated profit for the year | 198 million Baht | -964 million Baht | 566 million Baht | |
Earnings per share | 0.17 Baht | -0.81 Baht | 0.48 Baht | |
Dividend per share | 0.064 Baht | 0.10 Baht | 0.40 Baht |
1) | Company name | SOLVAY VINYLS HOLDING AG | |
2) | Headquarters | Zürcherstraße 42, 5330 Bad Zurzach, Switzerland | |
3) | Name & title of Representative | Michael ODENWALD, Site Manager Zurzach | |
4) | Business description | Equity company | |
5) | Capital | 100,000.00 CHF | |
6) | Date of establishment | June 18, 2009 | |
7) | Net assets | 156,180,597.86 CHF | |
8) | Total assets | 177,036,652.37 CHF | |
9) | Major shareholders and percentage of shares held | Solvay Luxembourg Sàrl 100% | |
Capital relationship | Not Applicable | ||
10) | Relationship with the Company | Personnel relationship | Not Applicable |
Transactional relationship | Not Applicable | ||
Status as a related party | Not Applicable |
(Exchange rate as of the end of December 2015 1CHF=121.52 Japanese yen)
4.Number of shares for acquisition1) | Number of shares held by the Company prior to transfer | None (Number of voting rights: None) (Ownership ratio of voting rights: 0%) |
2) | Number of shares to be transferred | 696,511,059 shares (Number of voting rights: 696,511,059 units) |
3) | Acquisition price | Vinythai Public Company Limited (common shares) 10,448 million Baht (*Approx.. 33.5 billion Japanese yen on the assumption that 1 Thai Baht = 3.21 Japanese yen) |
4) | Number of shares held by the Company after transfer | 696,511,059 shares (Number of voting rights: 696,511,059 units) (Ownership ratio of voting rights: 58.77%) |
1) | Resolution at the Board of Directors meeting | December 14, 2016 |
2) | Contract day | December 14, 2016 |
3) | Transfer of shares | During the first half of 2017 (schedule) |
Vinythai is a public company listed on the Stock Exchange of Thailand. After the fulfillment of the customary conditions precedent under the aforementioned share purchase agreement and the completion of the share acquisition, the Company will commence the procedures for tender offer for the remaining outstanding shares in Vinythai pursuant to Thai securities law and the Notification of the Capital Market Supervisory Board No. ThorChor. 12/2554 re: Rules, Conditions and Procedures for Acquisition of Securities for Business Takeover, dated May 13, 2011 (as amended).
6.Future prospectThe transaction will have no impact on the Company's business performance for the fiscal year ending December 31, 2016.
AGC - Asahi Glass Co. Ltd. published this content on 14 December 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 14 December 2016 06:07:03 UTC.
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