Acquisition of Shares in U.S. Subsidiary of SGL GE, a Graphite Electrode Manufacturer

September 28, 2017

Tokai Carbon Co., Ltd.

Hajime Nagasaka, President & CEO

Summary of Acquisition

Acquisition Candidate

SLG GE Carbon Holding LLC, which is engaged in the graphite electrode business. SGL GE Carbon Holding is a U.S. subsidiary of SGL GE Holding GmbH, a manufacturer of carbon products headquartered in Germany.

Acquisition

Price

12.9 billion yen*

Financing Method

Plan to finance with cash on hand and bank loan.
  • Calculation based on an assumed exchange rate of USD1 = JPY110. The actual acquisition price will be the adjusted price at the time the purchase of shares is executed pursuant to the acquisition agreement.

    Profile of SGL GE Carbon Holding LLC

    Company Name

    SGL GE Carbon Holding LLC

    Established

    February 2016

    Production Locations

    Hickman (Kentucky): Upstream processes (formingbaking) Ozark (Arkansas): Downstream processes (bakingmachining)

    - Production capacity: 30,000 tons/year, total for both plants

    Net Sales

    US$80.8 million

    (December 2016 / aggregate basis)

    Employees

    Approximately 140

    Business Description

    Research and development on, and manufacture and sale of graphite electrodes

    Background on Acquisition

    Showa Denko K.K. is acquiring SGL GE Holding GmbH in the process of industry restructuring, but had

    concern with antitrust laws in the U.S.

    Tokai Carbon proceeded with previously planned optimizing of production capacity and cost reduction to prepare for restructuring of the industry. Acquiring the U.S. locations will also enable the company to shift to a structure that will enable rapid establishment of a tri-regional global structure and optimization of production capacity.

    Graphite Electrode Industry to Date

    (Thousand tons)

    Recent Industry Restructuring

    1,200

    • A gap between supply and demand has plagued the industry for many years.

    • Companies have reduced production capacity by more than 200,000 tons over the past several years.

      Supply capacity of 8

      The reductions have not improved the balance of supply and demand and excess supply of 100K to 150K still exists.

    • Show Denko K.K. acquires SGL GE Holding GmbH

      However, the U.S.

      business causes

      concern due to antitrust laws

      Tokai Carbon Co., Ltd.

    • Moved forward with previously planned optimizing of capacity and costs reduction to prepare for industry restructuring. However, if not for the acquisition, this would have presented the problems of decreased presence in terms of production capacity

      800 graphite electrode manufacturers

      Sale

      • Lack of an integrated structure, from manufacturing through sales in U.S.

Graphite electrode demand (excluding China and low-grade products)

400

2012 2013 2014 2015 2016

U.S. Locations Acquisition

Tokai Carbon Co. Ltd. published this content on 28 September 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 28 September 2017 00:09:04 UTC.

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