Finmeccanica: Hitachi acquires railway assets for € 809mln, Ansaldo STS valued € 9.65 per share
Hitachi invests in activities of signaling and rail transport of Finmeccanica, thus becoming a leader in the global rail sector.
Tokyo, Japan, and Rome, Italy, 24 February 2015 – Today, Hitachi, Ltd. (TSE: 6501, “Hitachi” or “Hitachi Group”) and Finmeccanica SpA (FNC.IM, SIFI.MI “Finmeccanica” or “Finmeccanica Group”) announce that they have signed binding agreements to purchase from Hitachi
• the current business of AnsaldoBreda SpA, excluding some revamping and certain residual contracts; and
• the entire stake held by Finmeccanica in the share capital of Ansaldo STS SpA (“Ansaldo STS”), representing approximately 40% of the share capital of the same.
The simultaneous closure of the operations described above are expected during the current year and is subject to specific Typical conditions for this type of transaction, such as antitrust and regulatory approvals.
These acquisitions represent a key milestone in the strategy of Hitachi Rail aims to become a global leader in rail solutions, significantly expanding its activity level world. These acquisitions will enable Hitachi to strengthen its position in the signaling systems / traffic management, increasing operations cd “Turnkey” as well as the portfolio, with cutting-edge products on international markets. The business to be acquired are strategic for Italy and integration with Hitachi represents a unique opportunity to develop their potential for growth in new markets.
At the end of a competitive process, Finmeccanica has selected Hitachi as best industrial partner to ensure its own trucking business a successful positioning in the long te rm. Integration with Hitachi will ensure the best possible future for the business of Ansaldo STS and AnsaldoBreda as well as their employees, representing a major step in the implementation of the Plan of Finmeccanica, which will become a wholly focused on Aerospace, Defense & amp; Security. As a result of these operations, the net debt of the Finmeccanica Group at the end of 2015 will be reduced by ca. € 600 million, with a total net gain of approx 250 million Euro.
Hiroaki Nakanishi, Chairman and Chief Executive Officer of Hitachi, Ltd. has stated: “It is with great pleasure that I announce today that Hitachi has reached an agreement with Finmeccanica to proceed with this important transaction. The acquisition is part of Hitachi’s strategy aimed at growing the ‘Social Innovation Business’, by combining technology with our IT infrastructure viable solution. “
The Chief Executive Officer and Director Officer of Finmeccanica, Mauro Moretti, said: “The sale of the business relating to rail transport is an important step in the realization of our business plan that aims to focus and strengthen the Group’s core business hi-tech Aerospace, Defence and Security. The transactions announced today confirm our commitment to achieving the economic and financial objectives to significantly reduce net debt. Hitachi has expressly recognized the know-how and expertise contributed by AnsaldoBreda and Ansaldo STS. I am confident that both companies will play a key role in the future development of the business of Hitachi Rail worldwide, leveraging on centers of excellence in rail systems and metropolitan transport “.
Alistair Dormer, Managing Director of Hitachi Global Rail said the following: “With these operations, we will be in the excellent position to transform Hitachi Rail in one of the strongest players in the sector. Today’s announcement is further evid ence of the long-term vision that we have for the growth of Hitachi. Through this transaction significantly strengthen our position in the market, with the goal of becoming a leading provider of global solutions in the railway sector. “
Ansaldo STS is a leading, global, technology, transport systems, specializing in the design, implementation and management of signaling equipment and control systems for railways and subways in the segments of the freight and passenger transport. Ansaldo STS may also act as the main contractor and supplier of transport systems “turnkey” worldwide. Ansaldo STS is headquartered in Genoa, and employs approximately 4,000 people (including 1,530 in Italy) in more than 30 countries.
AnsaldoBreda has 150 years of industry experience and a strong tradition in the field of railway vehicles, with advanced capabilities in the transport of mass and high-speed trains. It has its headquarters in Naples pricipale and is presen t in the United States of America. And ‘engaged in important activities around the world.
The purchase price under the Contract and Purchase of Shares of Ansaldo STS is equal to 9.65 euros per share of Ansaldo STS, for a total consideration to 773 million euros. The agreed purchase price is subject to adjustment in the negative before closing when Ansaldo STS approves the distribution of dividends, interim dividends or other distributions (if so, the amount of the dividend or reserve or other distribution or interim dividends paid per share will be deducted from the purchase price per share to be paid in favor of Finmeccanica). The total net payable to Finmeccanica in the agreement of purchase of the business of AnsaldoBreda, including real estate assets, amounted to 36 million euros.
Finmeccanica will update the Guidance of the Group for the entire 2015 to the completion of the transaction.
As a resul t of acquisitions, Hitachi will launch a public tender offer on the remaining shares of Ansaldo mandatory STS pursuant to and in accordance with Italian law .
Consultants For the purposes of the operation, Finmeccanica was advised by UBS and Mediobanca as financial advisors and Grimaldi Studio Legale as consultant legal. The Independent Directors of the Board of Directors of Finmeccanica were direct assistance of Equita Sim as financial adviser. The Hitachi Group was assisted by Citi as financial advisor and by Gianni, Origoni, Grippo, Cappelli & amp; Partners as legal counsel.
(Simone Ferradini)
No comments:
Post a Comment