Toshiba Signs Agreements with INCJ for Landis+Gyr Acquisition
TOKYO, JAPAN — Toshiba Corporation (TOKYO: 6502), a world leader in electronics and social infrastructure systems, today announced that it has signed a shareholders' agreement and a share purchase agreement with Innovation Network Corporation of Japan (INCJ), a unique public-private partnership aimed at promoting innovation and enhancing the value of businesses in Japan, that ensure INCJ's participation as a strategic investment partner in Toshiba's acquisition of Landis+Gyr AG, a global leader in energy management solutions for utilities.
Toshiba will establish a Special Purpose Vehicle (SPV) in Switzerland as a vehicle for the acquisition of Landis+Gyr, capitalized at US$1,700 million. Under the share purchase agreement, INCJ will invest US$680 million in the SPV and secure 40% of its equity. This will dilute Toshiba's equity stake to 60% or US$1,020 million. The total cost of the acquisition will be US$2,300 million, and the cost to Toshiba, including the assumption of Landis+Gyr's net debt of US$600 million, will be US$1,620 million.
Toshiba's successful May 2011 bid for Landis+Gyr attracted attention from enterprises in Japan and overseas, which recognized that the acquisition would create a world-class partnership in the highly promising field of energy management solutions. Toshiba has subsequently engaged in comprehensive discussions on equity participation with a number of potential partners. As INCJ invests in innovative infrastructure businesses, including those in the environmental, and energy fields and in Japanese companies that invest in international M&A, and as INCJ's business direction aligns with Toshiba's goal of deploying smart grid and smart community businesses globally by acquiring Landis+Gyr, Toshiba is delighted to welcome INCJ as a strategic partner. Toshiba will continue to discuss potential partnerships with other companies, subject to Toshiba retaining more than a 50% capital interest and remaining the majority and controlling shareholder.
All necessary regulatory approvals needed for Landis+Gyr's acquisition were completed in early July and Toshiba is now in the process of finalizing arrangements for completing the transaction with the private equity funds and individual shareholders that currently own Landis+Gyr, with a view to closing the acquisition by the end of July, as originally planned.
Outlines of Landis + Gyr AG
|About US$1,533 million (as of December 2010)