The Auto Channel
The Largest Independent Automotive Research Resource
The Largest Independent Automotive Research Resource
Official Website of the New Car Buyer

BTR Siebe Moves to Strengthen Presence in Japan

1 April 1999

BTR Siebe Moves to Strengthen Presence in Japan: Announces Plans for Merger of Nemic-Lambda and Nippon Electric Industry

    TOKYO--March 31, 1999--BTR Siebe plc today announced it has signed a Memorandum of Understanding with NEC Corporation for BTR Siebe's subsidiary Nemic-Lambda K.K. to acquire NEC's 47.7% interest in Nippon Electric Industry Co., Ltd. (Densei).
    When the initial share acquisition is completed, BTR Siebe said the intention is for Nemic-Lambda and Densei to merge to create a new Tokyo Stock Exchange First Section-listed company- Densei Lambda- with sales exceeding 60 billion yen (GBP 308 million), and a powerful presence in the Japanese market for uninterruptible power supplies and switching power supplies.
    The Memorandum of Understanding was signed today by BTR Siebe, NEC, Nemic-Lambda and Densei. Terms for the acquisition of NEC's interest in Densei were not disclosed, but BTR Siebe specified the price is below the current market value of 6.7 billion yen (GBP 34 million). The agreement contemplates the merger of Nemic-Lambda and Densei in due course, at a conversion rate of 0.052 Nemic-Lambda shares per one Densei share, valuing the remaining 52.3% of the equity at some 7.3 billion yen (GBP 37 million) at today's Nemic-Lambda share price. The transaction therefore values 100% of Densei at less than 14 billion yen (GBP 72 million). In addition, Densei has debt of 13.8 billion yen (GBP 71 million) which will be assumed by the merged group.
    Allen Yurko, CEO of BTR Siebe said, "This planned merger is a strategic transaction which will bring both immediate and longer-term benefits to BTR Siebe and our subsidiary Nemic-Lambda in Japan. Nemic-Lambda has enjoyed great success under new leadership since we re-established management control of the company in 1998. This merger will create a new company with a formidable presence in the Far Eastern power systems market, one of our core automation and control sectors."
    Mr. Yurko continued: "The planned merger will immediately make us a leading player in the Japanese UPS market with an estimated 10% share, as well as enhancing our leading position within the Japanese market for switching power supplies. Notably, it will give us access to Densei's nationwide network for remote monitoring of UPS systems. And finally, it will create major opportunities for synergies in design, production, distribution and administrative costs, including enhanced purchasing power."
    Mitsuji Kyozuka, President of Nemic-Lambda said, "The benefits of Nemic-Lambda's strengthened relationship with the BTR Siebe Group are increasingly being recognized by financial markets and by our customer base. I am very confident that the planned merger with Densei will bring major future benefits to our customers, our employees and our shareholders."
    Nippon Electric Industry Co., Ltd. (Densei) is a Tokyo Stock Exchange First Section-listed manufacturer of power supplies for computers and communication systems, UPS, switching power supplies and other equipment. Densei's annual sales are some 35 billion yen (GBP 179 million), and the company reported consolidated operating profit of 277 million yen (GBP 1 million) in 1998.
    Nemic-Lambda K.K., also listed on the TSE First Section, has a leading position in the Japanese market for switching power supplies. For the year ended March 31, 1998, Nemic-Lambda reported sales of 28.5 billion yen (GBP 146 million), and operating profit of 2.7 billion yen (GBP 13.9 million).
    BTR Siebe plc is a world-class automation and controls group created by the merger of Siebe plc and BTR plc on February 4, 1999. Operating globally through over 500 companies and employing 125,000 people, BTR Siebe is Britain's largest electronics and engineering group. Over 75% of the Group's business is controls and automation based, with products ranging from advanced computer systems for automating industrial plants and controlling the environments of buildings, to electronic devices found in many domestic and commercial appliances.
    (Note: yen amounts have been translated at 195 yen = 1 GBP)