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| Tokyo, Japan, March 6th, 2008 - The Board of Directors of Nisshin Steel today approved the acquisition, by Nisshin Steel's U.S. holding company, of the remaining 35.7% shares of W-N, which is currently 64.3% owned by NHI. After the acquisition, W-N will become a wholly-owned subsidiary of NHI. |
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| 1. Background |
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W-N was established as a joint venture between Nisshin Steel and Wheeling-Pittsburgh Steel Corporation (WPSC) for the purpose of production and marketing of galvanized and aluminized steel sheet products in North America. Since the commencement of the production back in April 1988, W-N has steadily expanded its manufacturing operations and its high-quality products have been highly acclaimed in the North American market.
Currently, Nisshin Steel group has managerial and operational control over W-N and today Nisshin Steel decides to acquire the remaining W-N shares held by WPSC and to strengthen its control over W-N so that W-N can achieve additional growth as the group's main hub in the U.S. and further enhance the shareholders' value of Nisshin Steel. |
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| 2. Outline of W-N |
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(1) |
Company name: |
Wheeling-Nisshin, Inc. |
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(2) |
Representative: |
Chairman of the Board: Makoto Yada,
Chief Executive Officer: Noboru Onishi |
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(3) |
Location: |
Follansbee, West Virginia, USA |
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(4) |
Establishment: |
June 4th, 1984 |
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(5) |
Business outline: |
Production and marketing of major hot-dip coated steel sheet products,
such as galvanized and aluminized steel products |
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(6) |
Fiscal year end: |
December 31st |
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(7) |
Number of employees: |
175 |
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(8) |
Common stock: |
71,588 thousands of US$ |
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(9) |
Number of shares outstanding: |
7,000 shares (Indirectly owned 64.3% by Nisshin Steel) |
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(10) |
Shareholders: |
Nisshin Holding, Inc. |
64.3% |
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Wheeling-Pittsburgh Steel Corporation |
35.7“ |
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(11) |
Recent financial performance: |
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Year ended Dec. 31, 2005 |
Year ended Dec. 31, 2006 |
| Sales |
468,875 |
557,917 |
| Gross profit |
26,822 |
35,598 |
| Operating profit |
18,507 |
27,144 |
| Profit before tax |
20,993 |
29,646 |
| Net profit |
13,033 |
18,286 |
| Total assets |
198,133 |
166,231 |
| Net assets |
151,775 |
139,533 |
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| 3. Outline of Nisshin Holding, Inc. |
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(1) |
Company name: |
Nisshin Holding, Inc. |
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(2) |
Representative: |
President: Hajime Kobayashi |
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(3) |
Location: |
Rolling Meadows, Illinois, USA |
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(4) |
Business outline: |
Holding company |
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(5) |
Relationship: |
Wholly-owned subsidiary of Nisshin Steel Co., Ltd. |
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| 4. Outline of the Seller |
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(1) |
Company name: |
Wheeling-Pittsburgh Steel Corporation |
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(2) |
Representative: |
James P. Bouchard |
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(3) |
Location: |
Wheeling, West Virginia, USA |
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(4) |
Business outline: |
Production and marketing of steel products |
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(5) |
Relationship: |
No linkage in capital / human resources |
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| 5. Changes in ownership through acquisition |
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(1) |
Number of shares owned before acquisition: |
4,500 (Indirectly owned 64.3% by Nisshin Steel) |
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(2) |
Number of shares to be acquired: |
2,500 (Acquisition value 71.4 millions of US$) |
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(3) |
Number of shares owned after acquisition: |
7,000 (Indirectly owned 100% by Nisshin Steel) |
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| 6. Schedule |
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March 6th, 2008 |
Approval of the Board of Directors Meeting |
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Midst of March, 2008 |
Closing (planned) |
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| 7. Financial impact |
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The impact on Nisshin Steel's consolidated financial statement by this acquisition is not considered significant. |
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