Press Release

Asahi Glass decided to make a public tender offer
for shares in Glaverbel S.A.
( December 19, 2001 )

Contact :
Asahi Glass Co., Ltd.
Mr.Kenichi Imoto
Director,
Corporate Communications Div.
Phone : 81-3-3218-5408
F a x : 81-3-3201-5390

Asahi Glass Co., Ltd. ("AGC"; headquartered in Tokyo; president: Mr. Shinya Ishizu) decided to make a public tender offer to purchase all the ordinary shares held by public shareholders in its consolidated subsidiary, Glaverbel S.A. ("GVB"; headquartered in Belgium; chief executive officer: Mr. Luc Willame), in order to enhance integrated global operation of flat glass line of business (building and automotive) of the AGC group.

AGC has been undertaking a management strategy called "Shrink to Grow" for concentrating its resources into selected businesses, and flat glass line of businesses are positioned as one of its core businesses. The world's flat glass industry, however, is in the midst of increasing consolidation on a global basis as well as the drastic global reorganization and consolidation in its customer industries. In such circumstances, the AGC group and the GVB group came to a conclusion that, for maximization of the enterprise value of the group as a whole, it would be the most effective measure to establish integrated global operation, which would enable the group to operate more efficiently being oriented to the customer's needs, and to mobilize technological development on a global basis and to create a global vision shared among the management and people.

GVB, the second largest flat glass producer in Europe having 15 float glass furnaces, is positioned as the center of flat glass line of businesses for the AGC group in the region. AGC made equity participation in GVB in 1981, and presently holds approximately 55% of the shares in it. In order to accomplish the strategic measure as mentioned above, AGC decided to make a tender offer for approximately 2.5 million shares (approx. 35%) held by public shareholders, subject to a necessary approval from the relevant authority, intending to achieve 100% shareholding in GVB. (GVB holds approximately 0.7 million (approx. 10%) of its own shares.)

The AGC group has been operating its flat glass line of businesses (building and processed glass for building, automotive and industrial applications) under a co-operative management structure among the three regions, i.e. Asia/Japan, Europe and North America, each being managed by AGC, GVB and AFG Industries Inc. / AP Technoglass (for flat glass / automotive glass, respectively; both headquartered in U.S.A.; AGC's shareholding: 100%), respectively. After a successful completion of the tender offer, the group will reorganize them into two global strategic business units ("SBU"s), by April 2002 as target, to manage flat glass business, (including production and processed glass for building and industrial applications) and automotive glass business, respectively, in order to shift into completely integrated global operation in these businesses. Headquarter function of the flat glass SBU and the automotive glass SBU will be located in Brussels and Tokyo, respectively. Mr. Luc Willame (chief executive officer of GVB) and Mr. Jay N. Strong (president of AP Technoglass), to be appointed as head of the respective SBU, are responsible for preparing for the establishment of management and operation system of the flat glass SBU and automotive glass SBU, respectively. The sales of the global flat glass SBU and the global automotive glass SBU will be approx. JPY 380 billion (EUR 3,519 million) and JPY 220 billion (EUR 2,037 million), respectively.

GVB is presently listed in the Brussels stock exchange ("Euronext Brussels"). AGC plans to apply for de-listing from the stock exchange after a successful completion of the tender offer.

In addition to the purchase of the ordinary shares through the tender offer at the price of EUR 145 per share, AGC is to purchase all the outstanding convertible bonds of GVB, and so forth. Therefore, it is estimated that the total amount for the purchases is approximately EUR 470 million.

< Reference >

1.

The AGC Group's Float Glass Production Bases, Size of Businesses, Capacities and Estimated Shares (*)

(*)Shares are based on float glass production capacity.

(1) Size of the flat glass line of businesses

Item North
America
Europe Asia Japan Total
Sales( bln. JPY) approx. 130.0 190.0 50.0 230.0 600.0
Number of employees approx. 7,000 13,000 5,000 7,000 32,000

(2) Capacity

Item North
America
Europe Asia Japan Total
Float glass production capacity (ton/day) 4,295 8,640 5,000 2,350 20,285

(3) Estimated Share

Item North
America
Europe Asia Japan World
Wide
Share of float glass based on capacity 23% 25% 20% 45% 20%
Market share of automotive glass - 30%

2.

Company profile of Asahi Glass Co., Ltd.

(1) Name : Asahi Glass Co., Ltd.
(2) Head office : Tokyo, Japan
(3) Factories : Japan
(4) Representative : Mr. Shinya Ishizu (President)
(5) Share capital : JPY 90,472 million (approx. EUR 838 million)
(6) Shareholders : 48,525
(7) Sales : JPY 1,313 billion (approx. EUR 12 billion) (on consolidated basis)
(8) Products : Construction glass, automotive glass, display glass, electronic materials, chemical products, ceramics
(9) Established : in 1907 (date of incorporation June 1, 1950)
(10) Number of employees : 48,809 employees (on a consolidated basis)
(11) URL http://www.agc.co.jp/english/

(note) Major figures shown above are based on the consolidated financial statement for the year ended on March 31, 2001.

  • Company profile of Glaverbel S.A.

    (1) Name : Glaverbel S.A.
    (2) Head office : Brussels, Belgium
    (3) Factories : Belgium, Netherlands, Czech Republic, France, Italy, Spain and Russia
    (4) Representative : Mr. Luc Willame
    (Vice-Chairman, Managing Director and Chief Executive Officer)
    (5) Share capital : JEUR 199 million (approx. JPY 21.5 billion)
    (6) Shareholders : AGC (55.04%), Public (35.39%), and GVB (9.6%)
    (7) Sales : EUR 1,699 million (approx. JPY 183.5 billion)
    (8) Products : Float Glass, coatings, fabricated glass for building, automotive glass, mirror, etc.
    (9) Established : in 1961 (AGC's equity participation in 1981)
    (10) Number of employees : 12,547 employees (on a consolidated basis - 17,400, including Russia)
    (11) URL http://www.glaverbel.be/ Open New Window

    (note) Major figures shown above are based on the consolidated financial statement for the year ended on December 31, 2000.

  • Company profile of AFG Industries, Inc.

    (1) Name : AFG Industries, Inc.
    (2) Head office : Kingsport, TN, USA
    (3) Factories : USA, Canada, Mexico
    (4) Representative : Mr. Roger Kennedy
    (President and Chief Executive Officer)
    (5) Share capital : USD 505.3 million (approx. EUR 555.8 million)
    (6) Shareholders : Asahi Glass America, Inc. (100%)
    (7) Products : Construction glass
    (8) Established : in 1978 (AGC's equity participation in 1988)
    (9) Number of employees : 5,064 employees (on a consolidated basis, excluding AP Technoglass)
    (10) URL http://www.afgglass.com/ Open New Window

    (note) Major figures shown above are based on the consolidated financial statement for the year ended on December 31, 2000.

  • Company profile of AP Technoglass

    (1) Name : AP Technoglass
    (2) Head office : Florence, KY, USA
    (3) Factories : USA, Mexico
    (4) Representative : Mr. Jay N. Strong (President)
    (5) Products : Automotive glass
    (6) Established : in 1985
    (7) Number of employees : 1,551 employees
    (8) URL http://www.aptechnoglass.com/ Open New Window

    (note) Major figures shown above are based on the consolidated financial statement for the year ended on December 31, 2000.

    Note:
    1. For the convenience of readers only, yen and EUR figures in this report have been translated into each other at the rate of JPY108=EUR 1.00, the prevailing rate on September 30, 2001.

 



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