Tsubaki to acquire the Mayfran Group

2012-07-20

Tsubaki to acquire the Mayfran Group

Tsubakimoto Chain Co., (Osaka, Japan: President and Representative Director: Isamu Osa; hereafter, "Tsubaki") at its Board of Directors meeting on July 20, 2012, resolved to acquire the Mayfran Group (Cleveland, Ohio, USA; hereafter, "Mayfran") in order to enhance the global competitiveness of its Materials Handling business.

Purpose of Acquisition

Tsubaki and Mayfran established a joint venture, "Tsubakimoto Mayfran Inc.," in 1973 and have worked together since for almost 40 years to build up a strategic alliance and strengthen the chip conveyor business in the Japanese domestic market.

Through the acquisition of Mayfran's core companies, "Mayfran International, Inc." (Cleveland, Ohio, USA), "Conergics International, LLC" (Cleveland, Ohio, USA), and "MF Real Estate Partners, LLC" (Cleveland, Ohio, USA), Tsubaki will effectively be acquiring the entire business of Mayfran.

The acquisition will further strengthen Mayfran's development of its chip conveyor¹, and scrap conveyor² businesses mainly in Europe and North America, as well as expand full-scale development in China and other emerging markets. Further, Tsubaki can expect a powerful synergy effect among its related businesses leading to the enhancement of its global competitiveness.

¹ Chip Conveyor: separates and conveys chips/coolant used in the machine tool and metal processing industries

² Scrap conveyor: general industrial conveyor for solid waste, such as scrap and refuse

Mayfran Overview

1. Holding company: Mayfran Holdings, Inc.
2. Representative: Mr. J. D. Sullivan, Jr. (CEO)
3. Headquarters: 6650 Beta Drive, Cleveland, OH 44143 U.S.A.
4. Established: 1933
5. Business description: Manufacture and sale of conveying equipment
6. Capital: 4.6 million US dollars
7. Fiscal year end: December 31
8. Number of employees: 871 (consolidated)
9. Main locations: Six (6) manufacturing facilities and seven (7) sales offices in the USA, Europe, Asia, etc.
10. Relationship with Tsubaki: Aside from the joint venture mentioned above, no other capital, personal or transactional relationships exist.
11. Consolidated financial results for the last three years:
    
    (Unit: US$ thousands)

    	FY2009	FY2010	FY2011
    Net sales	93,762	92,073	150,271
    Operating income	(6,549)	1,953	10,782
    Net income	(7,182)	1,102	9,468
    Total assets	57,323	63,498	92,699

Transfer schedule (preliminary)

July 20: Execution of share purchase agreement

August 31: Closing (transfer date of shares, etc.)

The date of closing may change depending on the timing of obtaining required regulatory approvals and other factors.

Future Outlook

The impact of the Transaction on the Tsubaki's consolidated financial performance for the current fiscal year (Apr '12 - Mar '13) is currently being reviewed, and Tsubaki intends to make appropriate disclosure in accordance with the rules of the Tokyo Stock Exchange once the details have been determined.