Press Release
September 19, 2007
Nihonkaisui Co., Ltd.
APM Co., Ltd.
Advantage Partners, LLP
Announcement of the Sale of Nihonkaisui Co., Ltd.
Shares to Air Water Inc.
Advantage Partners, LLP (headquarters: Minato-ku; Tokyo, joint representative partners: Taisuke Sasanuma / Richard L. Folsom; hereafter “AP”) hereby announces that an agreement has been reached between a fund serviced by AP (hereafter, the “Fund”) and Air Water Inc. (headquarters: Osaka-shi, Osaka; representative director: Hiroshi Aoki; hereafter “Air Water”) whereby the Fund would sell 48.35% of Nihonkaisui Co., Ltd. (headquarters: Chuo-ku, Tokyo; representative director: Yoshiki Ueoka; hereafter “Nihonkaisui”) shares outstanding (9,887,210 shares) to Air Water. Nihonkaisui and the Fund believe that Nihonkaisui’s long-term enterprise value can be enhanced through this stock transfer, while maintaining Nihonkaisui’s autonomy.
Since the stock transfer of 2 salt manufacturing subsidiaries from Asahi Kasei Corporation to the Fund in July 2003, AP has been deeply involved in the management of Nihonkaisui and has engaged in various initiatives to support the enhancement of Nihonkaisui’s enterprise value. In particular, AP supported the execution of strategic M&A transactions amidst a more liberalized industry environment, namely the acquisition of domestic salt manufacturer Sanuki Engyo to make it a subsidiary in September 2005 and subsequent merger in April 2006, as well as the acquisition of Urashima Nori following its filing of protection under the Civil Rehabilitation Law in July 2005, in order to expand Nihonkaisui’s business domain towards foods. As a result, Nihonkaisui has become the leading player in the domestic salt manufacturing market with more than 50% market share, and has achieved increased competitiveness due to integration synergies of 3 salt manufacturing plants as well as expanding its business scope to secure a business foundation which allows for stable growth.
While Nihonkaisui was in the process of establishing an internal framework commensurate with its status as a leading company following the above improvements to its management foundation, the Fund and Nihonkaisui reached the conclusion that Air Water is the strongest candidate to become a new, stable shareholder in place of the Fund. Air Water has expressed its intent to hold Nihonkaisui shares for the long term, and its ample management resources will allow Air Water to provide support in a wide variety of areas such as finance, operations, M&A, and R&D in order to enhance Nihonkaisui’s enterprise value, while maintaining Nihonkaisui’s autonomy. The many similarities in the development history and logistics structures between the salt industry and the gas industry, Air Water’s main area of operations, will also allow Air Water to provide useful advice with respect to future management policies. Further, both companies have the concept of “water / sea water” at the core of their respective corporate principles and business domains and are highly compatible in terms of the directionality of long-term business development, suggesting the possibility of operational synergies between the companies. For these reasons, we believe that inviting a business corporation such as Air Water to become a long-term, stable shareholder has significant implications for Nihonkaisui, which has been expanding and reforming its operations under the Fund’s ownership, to achieve new heights going forward.
Going forward, Nihonkaisui plans to expand its operations with the support of Air Water, potentially creating new business lines to become the “sea water company” that the company strives to be. The current Nihonkaisui management team will continue to mange operations under the leadership of the current representative director, Yoshiki Ueoka. 1 external director will be invited from Air Water in order to maintain management transparency and objectivity, and 1 external auditor will be invited from Air Water in order to monitor company management, both replacing two of the officers dispatched from AP. While Nihonkaisui will become part of the Air Water Group following the stock transfer, the existing business strategy and management policies will be maintained under the spirit of autonomy. Further, the Fund will continue to support Nihonkaisui’s enterprise value enhancement efforts as a minority shareholder.
About Nihonkaisui Co., Ltd.
| Incorporated | : | October 26, 1995 (business succeeded from Shin-Nihon Chemical Co., Ltd., the predecessor concern) |
| Representatives | : | Representative Director Yoshiki Ueoka |
| Paid-in Capital | : | 1.3 billion yen |
| Shares Outstanding | : | 20,449,553 shares (including 399,053 shares of residual securities) |
| Headquarters | : | Forrich Bldg. 5F, 10-6 Nihonbashi-Odenmacho, Chuo-ku, Tokyo |
| 103-0011 | ||
| URL | : | http://www.nihonkaisui.co.jp/ |
| Number of Employees | : | 608 (of which contracted staff, etc.: 167) |
Nihonkaisui commenced operations after 2 salt manufacturing subsidiaries of Asahi Kasei Corporation (Shin Nihon Salt Co., Ltd. and Ako Kaisui Co., Ltd., which were the 1st and 3rd largest players in the industry, respectively) were spun off in November 2003 and integrated/merged under the Fund’s ownership in October 2004. Under the mission, “Connecting people and the ocean through technology, and contributing to food, health, and improved lifestyles,” Nihonkaisui constantly seeks to achieve stable operations and enhanced quality as a leading salt company, and offers products and services which provide “safety” and “comfort” from a customer perspective. Nihonkaisui operates seaweed and environmental businesses in addition to its salt manufacturing operations, and is currently preparing for a stock listing.
About Advantage Partners, LLP
| Established | : | December 17, 1992 |
| Incorporated | : | September 13, 2005 |
| Representatives | : | Joint Representative Partners Taisuke Sasanuma / Richard L. Folsom |
| Headquarters | : | Toranomon Towers Office 17F, 4-1-28 Toranomon, Minato-ku, Tokyo |
| 105-0001 | ||
| URL | : | http://www.advantagegroup.co.jp/ |
AP is an independent private equity (PE) firm which provides services to funds composed of domestic and foreign institutional investors (insurance companies, banks, trading companies, etc.). Since providing services for the first Japanese PE fund in 1997, AP has sourced various attractive opportunities, scrutinized and evaluated the target businesses, and assisted in enhancing their enterprise values as a leader in the field. Funds serviced by AP have executed 24 investments over 9.5 years, and have achieved top-level performance with respect to both execution and investment returns.
APM Co., Ltd. is the general partner of MBI Fund III serviced by AP, and is 60% owned by AP and 40% owned by Marubeni Corporation.
| For inquiries concerning this transaction, please contact: |
|---|
| Nihonkaisui Co., Ltd. HR & General Affairs Manager Hiroaki Tamaki TEL: 03-5652-8752 |
| Advantage Partners, LLP Partner Katsuya Baba TEL: 03-5425-8826 |
