News

Notice Regarding Acquisition of Shares in the LEWA Group
(Establishment as our Subsidiary)

07/07/2009

To Whom It May Concern,

Company Name    Nikkiso Co., Ltd.                           

Representative    Toshihiko Kai, President and CEO

 We hereby notify you that, at our board meeting held on July 6, 2009, it was decided that we will conclude a share purchase agreement for the acquisition of shares in the LEWA Management GmbH (based in Germany, hereinafter “LEWA group”) through Nikkiso Pumps Europe GmbH, our consolidated subsidiary in Germany. Details are as follows.

  1. Purpose of acquiring equity
     The LEWA group, centered on LEWA GmbH, is a specialized German manufacturer that holds the world’s largest market share and has the strongest brand recognition in the field of metering pumps. It has established a strong footing especially in the oil/gas industry and the European market.
     Meanwhile, our company has its own strengths in the field of metering pumps regarding certain technical scopes, applications, and customer segments. Moreover, our pump technology ranks up with the best in the world in the field of centrifugal pumps such as non-seal pumps (i.e., pumps that do not leak) while also having close connections with major customer segments mainly in Japan and Asia.
     By complementing and integrating the two company’s strengths in terms of technology and market position, we believe that we can enhance technical innovation and product lineup. Furthermore, we will be able to respond accurately to the various needs that exist in the market, making for considerable potential for future growth in the field of industrial pumps.
  2. Outline of subsidiary to be acquired
    (1)Name: LEWA Management GmbH
    (2)Location: Ulmer Straße 10, 71229 Leonberg, Germany
    (3)Representative: Mr. Bernd M. Stütz, Managing Director
    Dr. Andreas Höhler, Managing Director
    (4)Description of business: Holding company (LEWA group)
    (5)Capital: 2.6 million euro
    (6)Date of establishment: 2008
    (7)Capital investors and investment ratio:
    Deutsche Beteiligungs AG and funds
    managed by Deutsche Beteiligungs AG (hereinafter "DBAG")
    48.15%
    The funds advised by Quadriga Capital
    Eigenkapitalservices GmbH (hereinafter "Quadriga Capital")
    47.78%
    Others(companies, individuals) 4.07%
    (8)Relationship with our company: No capital tie, personal connection, or business relation exists.
    (9)Outline of the core company 1) Name: LEWA GmbH
    2) Location: Ulmer Straβe 10, 71229 Leonberg, Germany
    3) Representative: Mr. Bernd M. Stütz, Managing Director
    Dr. Andreas Höhler, Managing Director
    4) Description of business: Manufacture and sale of industrial metering pumps and pump systems
    5) Date of establishment: 1952
    (10)Consolidated operating results and consolidated financial condition of the past three years
      Term ending December 2006 Term ending December 2007 Term ending December 2008
    Consolidated net assets 20.7 mil euro
    (2,773.8 mil yen)
    35.6 mil euro
    (4,770.4 mil yen)
    38.1 mil euro
    (5,105.4 mil yen)
    Consolidated total assets 85.5 mil euro
    (11,457.0 mil yen)
    137.4 mil euro
    (18,411.6 mil yen)
    132.4 mil euro
    (17,741.6 mil yen)
    Consolidated proceeds 97.9 mil euro
    (13,118.6 mil yen)
    121.8 mil euro
    (16,321.2 mil yen)
    145.0 mil euro
    (19,430.0 mil yen)
    Consolidated operating profit
    (EBITDA)
    12.7 mil euro
    (1,701.8 mil yen)
    20.1 mil euro
    (2,693.4 mil yen)
    24.9 mil euro
    (3,336.6 mil yen)
    Consolidated current net income
    (Net Income)
    0.6 mil euro
    (80.4 mil yen)
    0.2 mil euro
    (26.8 mil yen)
    0.5 mil euro
    (67.0 mil yen)
    (conversion: 1 euro = 134 yen)
  3. Outline of other major parties regarding shares acquisition
    (1) Name: DBAG
    Location: Kleine Wiesenau 1, D- 60323 Frankfurt am Main, Germany
    Representative: Mr. Wilken Freiherr von Hodenberg, Mr. Torsten Grede,
    Mr. Andre Mangin, Dr. Rolf Scheffels
    Description of business: Financial investor
    Relationship with our company: N/A
    (2) Name: Quadriga Capital
    Location: Hamburger Allee 4, 60486 Frankfurt, Germany
    Representative: Dr. Andreas Fendel, Dr. Max W. Römer, Dr. Peter Besthof,
    Dr. Burkhard Bonsels, Dr. Philipp Jacobi
    Description of business: Financial investor
    Relationship with our company: N/A
  4. Rate of shares acquired, acquisition cost, and condition of equity owned before and after acquisition
    (1)Equity owned before transfer:0.00%
    (2)Equity acquired:100.00%
    (3)Acquisition cost:Approx. 23 billion yen
    (4)Equity after transfer:100.00%
  5. Date
    Board meeting resolution, share purchase agreement concluded:July 6, 2009
    Shares transfer date:scheduled for the beginning to mid-August 2009
  6. Future Outlook
     With the above-mentioned acquisition, the LEWA group is scheduled to become our consolidated subsidiary which will allow us to look forward to a considerable growth in our future pump business. As for this term (term ending March 2010), there is no change in performance outlook since the consolidated target period is about four months.

Reference: Outline of Nikkiso Pumps Europe GmbH

(1)Name: Nikkiso Pumps Europe GmbH
(2)Location: D-63674 Altenstadt/Lindheim Nikkiso Straβe, Germany
(3)Representative: Mr. Wolfgang Meier, Managing Director
Shikano Naota, Managing Director
(4)Description of business: Manufacture and sale of industrial pumps
(5)Capital: 1.5 million euro
(6)Date of establishment: 1973
(7)Capital investor and investment ratio: Nikkiso Co., Ltd. 100%

(End of Document)


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