Jan 31, 2011

Daifuku to Acquire Logan Teleflex

January 31, 2011

Daifuku Co., Ltd. (“Daifuku”) has reached a decision to purchase all shares of three companies which provide airport baggage handling systems and services, comprising Logan Teleflex (UK) Ltd. (headquartered in the United Kingdom), Logan Teleflex (France) S.A. (headquartered in France) and Logan Teleflex, Inc. (headquartered in the U.S.A.), pursuant to the resolution passed at a meeting of the board of directors held on January 31, 2011. Those three companies (“Logan”) will be wholly owned subsidiaries within the Daifuku Group.

1. Purpose of the acquisition

In April 2010, Daifuku announced a three-year business plan called “Material Handling and Beyond,” where it expressed a commitment to position the airport baggage handling business as one of its core businesses.

Jervis B. Webb Company (“Webb”), a U.S.-based wholly owned subsidiary of the Company, provides airport baggage handling systems, centering on conveyor systems, in North America. In the three-year plan, Daifuku outlines its basic strategy for the airport baggage handling systems: to advance into growth markets outside North America such as China, India, and the Middle East; to upgrade a selection of products for new markets; and to develop a global framework for sales and production to meet demand worldwide. Logan was highlighted as a company that would be the best partner of Webb in terms of sales territory, customer base, and products. Daifuku has negotiated with the GDF SUEZ Group, Logan’s parent company, for transfer of Logan’s shares to expand and enhance Daifuku’s baggage handling business in an efficient and speedy manner.

Logan provides advanced specialized products such as tilt tray sorters and the Intelligent Destination Coded Vehicle (IDCV)and has more than 400 installations in 80 countries around the globe, mainly in Europe. Logan’s tilt tray sorters are utilized for connecting flight baggage sortation at hub airports, which are essential to bolster the baggage handling business and develop new markets in emerging countries. In addition, Logan has established a toehold to increase airport baggage handling systems business in the Chinese market. Taking advantage of synergies in products and sales areas, Daifuku will accelerate the growth of its airport baggage handling business at a global level.

2. Method of transfer of shares

Daifuku will acquire 100% of shares of Logan Teleflex (UK) Ltd. and Logan Teleflex (France) S.A. respectively and Webb will acquire 100% of shares of Logan Teleflex, Inc.

3. Overview of the subsidiaries to be acquired

Logan Teleflex (UK) Ltd.

  1. Head office:
    Sutton Road, Hull HU7 0DR, England
  2. Representative:
    Michael Jeffery, Managing Director
  3. Business:
    Provides manufacture, sales and aftermarket services of airport baggage handling systems
  4. Paid-in capital:
    £14,800,000
  5. Major shareholders and percentage of total shares held
    - GDF SUEZ Energy Services International S.A.: 52.38%
    - GDF SUEZ Energy Services Limited: 47.62%
  6. Relationship with the Company
    - Capital relationship: None
    - Personnel relationship: None
    - Business relationship: None
  7. Financial results of the subsidiary to be acquired for fiscal year ended December 31, 2009
    - Net sales: 2,470 million yen
    - Operating income: 16 million yen
    - Total assets: 1,965 million yen
    - Net assets: 332 million yen

Logan Teleflex (France) S.A.

  1. Head office:
    7 allée de la Seine, 94203 Ivry-sur-Seine, France
  2. Representative:
    Xavier Sinechal, President
  3. Business:
    Provides manufacture, sales and aftermarket services of airport baggage handling systems
  4. Paid-in capital:
    100,500 euro
  5. Major shareholders and percentage of total shares held
    FABRICOM France S.A.: 100.0%
  6. Relationship with the Company
    - Capital relationship: None
    - Personnel relationship: None
    - Business relationship: None
  7. Financial results of the subsidiary to be acquired for fiscal year ended December 31, 2009
    - Net sales: 1,139 million yen
    - Operating income: −12 million yen
    - Total assets: 534 million yen
    - Net assets: 205 million yen

Logan Teleflex, Inc.

  1. Head office:
    Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801 U.S.A.
  2. Representative:
    Michael Jeffery, Managing Director
  3. Business:
    Provides manufacture, sales and aftermarket services of airport baggage handling systems
  4. Paid-in capital:
    US$150,000
  5. Major shareholders and percentage of total shares held GDF SUEZ Energy Services International S.A.: 100.0%
  6. Relationship with the Company
    - Capital relationship: None
    - Personnel relationship: None
    - Business relationship: None
  7. Financial results of the subsidiary to be acquired for fiscal year ended December 31, 2009
    - Net sales: 894 million yen
    - Operating income: 28 million yen
    - Total assets: 489 million yen
    - Net assets: 71 million yen

4. Overview of the transferee (as of December 31, 2009)

  1. Company name:
    GDF SUEZ S.A.
  2. Head office:
    Paris, France
  3. Representative:
    Gérard Mestrallet, Chairman and Chief Executive Officer
  4. Business:
    Provides electricity and natural gas, etc.
  5. Paid-in capital:
    60,285 million euro
  6. Established:
    July 22, 2008
    (by the merger of Gaz de France and Suez)
  7. Net assets:
    65,527 million euro
  8. Total assets:
    171,425 million euro
  9. Major shareholders and percentage of total shares held
    - French government: 35.9%
    - Groupe Bruxelles Lambert (GBL): 2.3%
    - Employees: 2.3%
    - CDC Group: 1.9%
    - CNP Assurances Group: 1.1%
  10. Relationship with the Company
    - Capital relationship: None
    - Personnel relationship: None
    - Business relationship: None
    - “Related party” or not: No

Note:
GDF SUEZ S.A. is the parent company of GDF SUEZ Energy Services International S.A., GDF SUEZ Energy Services Limited, and FABRICOM France S.A. that are Logan’s major shareholders (see 3.-5 above).

5. Expected impact of earnings

The shares are scheduled to be transferred in April 2011. It is expected that our consolidated net sales will increase by approximately 7 billion yen for fiscal year ending March 2012 after the acquisition. We aim to improve our performance by exerting synergies to lead to more revenues as an entire group company.

6. Logan’s tilt tray sorters

  • Logan’s tilt tray sorters
  • Logan’s tilt tray sorters