| Asahi Glass decided to
make a public tender offer
for shares in Glaverbel S.A.
( December 19, 2001 )
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 >
(*)Shares are based on float glass production capacity.
(1) Size of the flat glass line of businesses
(3) Estimated Share
(note) Major figures shown above are based on the consolidated financial statement for the year ended on March 31, 2001.