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No. 19 SUBSEQUENT EVENTS
1. Reasons for share disposal
The Company agreed to accept Carlyle as its investment partner in NH
TECHNO GLASS, following the decision to sell the entire shareholding
(50%) in NH TECHNO GLASS made by joint investment partner Nippon
Sheet Glass Co., Ltd. In a parallel development, the Company decided
to transfer 21.5% of its shareholding in NH TECHNO GLASS, in which it
held a 50% stake, to Carlyle. Nonetheless, the Company will ultimately
own 47.4% of NH TECHNO GLASS shares, following changes to its
capital structure and organizational restructuring. As a major
shareholder in NH TECHNO GLASS, the Company will continue to work
in concert with Carlyle.
Taking advantage of the share transfer agreement, NH TECHNO
GLASS will develop its businesses more aggressively under President
Makino’s leadership. Specifically, NH TECHNO GLASS will engage in
aggressive capital investment focusing on its production facilities
overseas, to respond to the requests for increases in LCD glass
substrate output being made by customers. Moreover, the Company
will strengthen the business infrastructure of NH TECHNO GLASS
further in concert with Carlyle, with a view to enhancing its corporate
value and listing its shares on a stock exchange in the future.
2. Profile of the acquiring party
(1) Business name
Carlyle Group
(2) Representative
Louis Gerstner (co-representatives for Japan: Tamotsu Adachi and
Masao Hirano)
(3) Head office address
Washington, D.C., the United States (1001 Pennsylvania Ave., N.W.
Suite 220 South, Washington, D. C.)
(4) Description of major businesses
Investment operations (private equity fund)
(5) Relationship with the Company
None
3. Date of share disposal
June 6, 2008
4. Name of the affiliate, description of its businesses, and details of
its transactions with the Company
(1) Business name
NH TECHNO GLASS CORPORATION
(2) Representative
Jun Makino, president
(3) Address
Yokohama City, Kanagawa Prefecture
(4) Date of establishment
May 21, 1991
(5) Business description
Manufacture and sale of TFT LCD glass substrates
(6) Fiscal year-end
End of March
(7) Number of employees
1,147 persons on a consolidated basis, including 184 persons
in Japan
(8) Major offices
Yokohama, Yokkaichi and overseas subsidiaries (in Taiwan,
Singapore and South Korea)
(9) Capital sum
¥ 3,000 million
(10) Aggregate number of outstanding shares
60,000 shares
(11) Shareholders
The Company (shareholding ratio at 50%) and Nippon Sheet
Glass Co., Ltd. (shareholding ratio at 50%)
(12) Contents of transactions with the Company
Purchase and receipt of royalties
$151,213 Year-end cash dividends, ¥35.00 ($0.35) per share ¥15,150
Thousands of U.S. DollarsMillions of Yen
Appropriations of Retained Earnings
The following appropriations of retained earnings for the year ended March 31, 2008 were resolved by the Company’s Board of Directors on May 22,
2008:
Partial sale of shares in NH TECHNO GLASS
The Company sold 21.5% of its 50% shareholding in NH TECHNO GLASS CORPORATION (“NH TECHNO GLASS”), applied an equity method, to the
Carlyle Group (“Carlyle”) on June 6, 2008 based on the share transfer agreement on May 9, 2008.
In addition to the cash dividends described above, the Company paid interim cash dividends of ¥12,984 million ($129,594 thousand, ¥30 ($0.30) per
share) on November 26, 2007, based on a resolution of the Board of Directors.
HOYA ANNUAL REPORT 2008 77