Press Release
Hayes Wheels Announces European Acquisition
12/11/96
Hayes Wheels International to Acquire Lemmerz Holding, Europe's
Largest Wheel Manufacturer Agreement Solidifies Company's Position as
World's Leading Wheel Supplier
ROMULUS, Mich., Dec. 9 -- Hayes Wheels International,
Inc. has signed a letter of intent to acquire 76.63
percent of Lemmerz Holding GmbH, Europe's leading full-line wheel
supplier, in a cash and stock transaction with an indicated value of
approximately $295 million.
Following the transaction, the combined company will be named Hayes
Lemmerz International, Inc., and will have estimated annual sales of
approximately $1.5 billion. The company will be a leading supplier of
wheels to original equipment manufacturers (OEMs) of automobiles and
light trucks in North America and Europe, and will also have a
significant position in the heavy-duty truck and trailer markets.
Based in Romulus, Mich., Hayes Wheels International designs and
manufactures steel and aluminum wheels and brake drums and rotors for
the automotive and commercial highway markets. The company, with 1995
pro-forma sales of $968 million, has 4,200 employees at manufacturing
facilities in the United States, Mexico, Italy, Spain and the Czech
Republic. Hayes Wheels also has joint ventures in Venezuela, Japan,
Mexico and Brazil.
Lemmerz, a privately owned company since its inception in 1919, is
based in Konigswinter, Germany, and designs and produces steel and
aluminum wheels for automobiles and heavy-duty vehicles. The company's
3,000 employees are located at facilities in Germany, Spain, Belgium,
Switzerland, the Netherlands and Turkey. Lemmerz also has joint
ventures in Canada, Thailand, Brazil, India and Portugal. The company
recorded 1995 sales of DM676 million, or approximately $450 million.
"In addition to enhancing our design, engineering and manufacturing
capabilities, this transaction solidifies and extends our position as
the leading full-line wheel supplier in the world," said Ron Cucuz,
chairman and chief executive officer, Hayes Wheels International. "The
combination of two of the oldest and most respected wheel
manufacturers in the world will enhance the value we provide our
customers because we are establishing a company that is the largest
and most experienced supplier of wheels to the automotive and
heavy-duty markets worldwide. Together we will supply virtually every
major vehicle producer in the world.
"Another important benefit of joining forces with a company as
successful as Lemmerz is the synergies that will be recognized in all
aspects of our business operations, including sales, manufacturing,
engineering and purchasing. This will strengthen the combined company
and position Hayes Lemmerz for continued growth in sales and profits."
Horst Kukwa-Lemmerz, president, Lemmerz Holding, emphasized that with
the majority of Hayes Wheels' sales in North America and Lemmerz'
strength in Europe, the companies complement each other
geographically. An even more important factor is their complementary
customer bases. "Hayes Wheels has long been a leading supplier of
wheels to a variety of automakers, particularly the North American Big
Three, as well as many other important car manufacturers in Europe and
Japan. Adding Lemmerz' strong presence among the major European OEMs,
as well as its global position through various joint ventures around
the world, will make Hayes Lemmerz International a leading supplier
with a rich tradition in both North America and Europe, as well as
several other important markets."
Hayes Lemmerz International, Inc.'s automotive customers include
Chrysler, Ford, General Motors, BMW, Fiat, GM-Opel, Honda, Isuzu,
Mercedes-Benz, Mitsubishi, Nissan, Porsche, PSA, Renault, Suzuki,
Toyota, the Volkswagen Group and Volvo. Heavy-duty customers include
Daf/Leyland, Dana/Mack, Freightliner, Great Dane, Heavy Duty America,
Iveco, Mercedes-Benz, PACCAR, Renault, Strick, Trailmobile, Volvo/GM
and Western Star.
Upon completion of the cash and stock transaction, Lemmerz will become
a subsidiary of Hayes Lemmerz International, Inc. Mr. Cucuz, 52, will
continue as chairman and chief executive officer of Hayes Lemmerz
International, which will be headquartered in Romulus, Mich. Mr.
Kukwa-Lemmerz, 53, will serve as vice chairman of Hayes Lemmerz
International and as chairman of Hayes Lemmerz Europe, while Mr.
Giancarlo Dallera will be president of Hayes Lemmerz Europe Aluminum
Products and Mr. Klaus Junger will be president of Hayes Lemmerz
Europe Fabricated Products. The company will continue to be traded on
the Nasdaq stock exchange under the symbol "HAYS".
Under the terms of the agreement, stockholders of Lemmerz will
initially receive shares of Hayes Wheels preferred stock, which will
be convertible into 3.75 million shares of Hayes Wheels common stock,
valued at $130 million based upon Friday's closing price of $34.75 per
share. In addition, Lemmerz shareholders will receive a cash payment
of $110 million. As part of the transaction, Hayes Wheels will assume
$55 million of Lemmerz' net debt. Financing for this transaction has
been arranged through the company's existing bank group.
Upon completion of this transaction, current shareholders of Lemmerz
will own approximately 25 percent of the equity in Hayes Lemmerz
International, Inc. Joseph Littlejohn & Levy, the private investment
partnership which currently has a 43 percent interest in Hayes Wheels,
has agreed to vote its shares in favor of the transaction.
HAYES WHEELS INTERNATIONAL, INC.
FACT SHEET
Hayes Wheels International, Inc. is a world leader in the design,
engineering and manufacture of steel and aluminum wheels and brake
drums and rotors for the automotive and commercial highway markets in
North America, Europe and Asia.
World Headquarters: Romulus, Michigan
Chief Executive: Ranko (Ron) Cucuz, Chairman and CEO
No. of Employees: 4,200
1995 Revenues: $968 million (pro forma)
Major Customers: Automotive: Chrysler, Ford, General Motors,
BMW, GM-Opel, Fiat, Honda, Isuzu, Mitsubishi,
Nissan, Porsche, Renault, Toyota, and
Volkswagen
Commercial Highway: Dana/Mack, Freightliner,
Great Dane, Heavy Duty America, Mercedes-Benz,
PACCAR, Strick, Trailmobile and Volvo/GM
Locations: Romulus, Michigan Homer, Michigan
Howell, Michigan Mendota, Illinois
Sedalia, Missouri Ypsilanti, Michigan
Gainesville, Georgia Berea, Kentucky
Huntington, Indiana Bowling Green, Kentucky
La Mirada, California Akron, Ohio
Campiglione Fenile, Italy
Dello, Italy
Barcelona, Spain
Ostrava, Czech Republic
Monterrey, Mexico
Joint Ventures: Hayes Wheels Japan Ltd. Company (Japan)
Hayes Wheels de Mexico S.A. de C.V. (Mexico)
Ruedas de Venezuela, C.A. (Venezuela)
Alumitech (Somerset, Kentucky)
Metalurgica FPS do Brasil (Brazil)
Affiliates: ATP (Thailand)
LEMMERZ HOLDING GmbH
FACT SHEET
Lemmerz Holding is Europe's leading supplier of steel and aluminum
wheels for automobiles and heavy-duty vehicles worldwide.
World Headquarters: Konigswinter, Germany
Chief Executive: Horst Kukwa-Lemmerz, President and General
Manager
No. of Employees: 3,000
1995 Revenues: DM676 million (approximately $450 million USD)
Major Customers: Automotive: BMW, Ford, GM-Opel, Mercedes-Benz,
Mitsubishi, Nissan, PSA, Renault, Rover,
Suzuki, the Volkswagen Group and Volvo
Commercial Highway: Daf/Leyland, Iveco,
MAN, Mercedes-Benz, Renault, Volvo, and
Western Star
Locations: Konigswinter, Germany Manresa, Spain
Manisa, Izmir, Turkey Hoboken, Belgium
Tegelen, the Netherlands
La Chaux de Fonds, Switzerland
Joint Ventures: Reynolds-Lemmerz Ind. (Canada)
Jantas Jant Sanayi ve TIC.A.S. (Turkey)
Siam Lemmerz Co. Ltd. (Thailand)
Borlem S.A. (Brazil)
Kalyani-Lemmerz Ltd. (India)
Continental Lemmerz Componentes para Automovers
I da (Portugal)
Affiliates: NF Die Casting Ltd. (South Africa)