BRUSSELS, BELGIUM -- (Marketwire) -- 12/28/11 -- RHJ International (the "Company" or "RHJI") announces today that it has entered into a definitive agreement with funds ultimately managed by Japanese private equity firm Unison Capital Group ("Unison"), to sell its stake in Asahi Tec Corporation ("Asahi Tec").
As part of the transaction, Unison has agreed to acquire Asahi Tec's Preferred A and B shares on January 4, 2012, and RHJI has agreed to tender all of its common shares in a takeover bid to be launched by Unison on January 6, 2012. This takeover bid is subject to customary conditions, however the minimum acceptance condition will be met by RHJI tendering its total stake in common shares of Asahi Tec. Unison intends to launch a second takeover bid to acquire stakes from minority shareholders. The transaction documents include representations and warranties on the Asahi Tec business, matters relating to RHJI and its ownership of the business to be sold that are customary for a transaction of this nature. The transaction documents also include certain specific capped indemnification provisions in favour of the purchasers. RHJI's expected proceeds from this transaction across its different share classes amount to JPY 14.2 billion (EUR 139 million), compared to a carrying value of EUR 111.2 million. RHJI's maximum exposure from representations and warranties on the Asahi Tec business and the specific capped indemnification arrangements is 33 percent of the total proceeds.
Chief Executive Officer of RHJI, Leonhard Fischer, said: "Asahi Tec's divestment is another major step in RHJI's transformation in a group with exclusive focus on financial services. We are evermore determined to accelerate this conversion and succeed as an independent merchant banking group".
The takeover offer for RHJI's stake is expected to close on February 3, 2012.
About RHJ International:
RHJ International (EURONEXT BRUSSELS: RHJI) is a limited liability company incorporated under the laws of Belgium, having its registered office at Avenue Louise 326, 1050 Brussels, Belgium. RHJI is transforming itself from a diversified industrial holding company into an active and dynamic financial services group.
For further information visit:www.rhji.com.
This press release contains certain forward-looking statements concerning the Company's operations, economic performance and financial condition. Such forward-looking statements are based on management's current expectations, estimates and projections and are subject to a number of assumptions and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The Company has no obligation to publicly update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release.
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Source: RHJ International SA via Thomson Reuters ONE