Johnson Controls Announces Friendly Tender Offer for Ikeda Bussan
9 July 2000
TOKYO, and MILWAUKEE - Johnson Controls, Inc. , today announced that the company, through its Japanese subsidiary, Johnson Controls Holding Company, is making a tender offer for 100% of the outstanding shares of Ikeda Bussan Co. Johnson Controls is a U.S.-based supplier of automotive seating and interior systems and facility management and control. Johnson Controls sales in 1999 were $16.1 billion (1,723 billion yen). Ikeda Bussan, a Japan-based manufacturer of automotive seating whose consolidated sales in 1999 were approximately 130 billion yen (approximately US$1.2 billion), is the primary supplier of seating to the Nissan group. Johnson Controls said it will pay 120 yen (approximately US $1.12) per share to acquire the approximately 91 million shares of Ikeda Bussan stock outstanding. The tender offer is effective July 11, 2000 and will expire August 24, 2000. The transaction is expected to be completed by September 2000. Johnson Controls said that it therefore expects to pay approximately 10.7 billion yen (US$100 million) in cash for Ikeda Bussan and will also assume Ikeda Bussan debt of approximately 9.1 billion yen (US $85 million). Johnson Controls added that it anticipates the acquisition will be slightly accretive to its earnings in fiscal 2001. James H. Keyes, Johnson Controls Chairman and Chief Executive Officer, said, "We believe that this acquisition will bring positive benefits to Ikeda Bussan, Nissan and Johnson Controls which stem from the strong relationships between the three companies. Ikeda Bussan will become a vital part of a strong global automotive supplier; Nissan will receive increased global support from Johnson Controls and our company gains a strengthened position in the Asian automotive market. "Moreover, Mr. Keyes, added, "the acquisition of Ikeda Bussan is aligned with our strategy to only acquire companies which will strengthen our customer relationships, our presence in a given geographic region or our technology offerings. Ikeda Bussan meets all three criteria." According to John M. Barth, President and Chief Operating Officer of Johnson Controls, "The products, technologies, and people of Ikeda Bussan are a valuable addition to our worldwide team. This acquisition will allow Johnson Controls to build on and expand our existing technical resources, further enhancing our ability to support the Nissan Revival Plan, and grow our business with Nissan and all our global customers." "Ikeda Bussan's technical capabilities will be especially critical in supporting our future growth in Asia. We have secured a number of new automotive seating contracts in the region and believe we are well on our way to becoming a major seating supplier in Asia as we are in North America, Europe and South America." Johnson Controls and Ikeda Bussan have been partners since 1986 and today operate two joint-ventures that supply complete seats to Nissan in the United States and the United Kingdom. The offering price of 120 yen is based on the average closing price of Ikeda Bussan on the Tokyo Stock Exchange for one year from July 8, 1999, to July 7, 2000. Established in 1948 in Yokohama City, Ikeda Bussan is now headquartered in Ayase City, Kanagawa, has five manufacturing plants and approximately 2,100 employees in Japan, and approximately 2,100 employees in operations outside Japan. It is Nissan Motor Company's principal supplier of automotive seating. Johnson Controls has operated in Japan since 1973 through its joint-venture Yokogawa Johnson, a leading supplier of building controls and services to the non-residential buildings market. In 1997, the company expanded its automotive systems group Japan business office and engineering technical center in Yokohama. Johnson Controls launched its integrated facility management business operation in Japan in 1998, and it acquired an interest in facility management company Tokyo Biso Kogyo Corp. in the same year. Johnson Controls, Inc., is a global market leader in automotive systems and facility management and control. In the automotive market, it is a major supplier of seating and interior systems, and batteries. For nonresidential facilities, Johnson Controls provides building control systems and services, energy management and integrated facility management. Johnson Controls, founded in 1885, has headquarters in Milwaukee, Wisconsin. Its sales for 1999 totaled $16.1