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    517334   INE775A01035

SAMVARDHANA MOTHERSON INTERNATIONAL LIMITED

(517334)
  Report
End-of-day quote Bombay Stock Exchange  -  2023-01-29
73.10 INR   +2.09%
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Samvardhana Motherson International : Agreements/Contracts/Arrangements/ MOU's PARA A

09/26/2022 | 12:45am EST

Samvardhana Motherson International Limited

(formerly Motherson Sumi Systems Limited)

Head Office: C-14 A & B, Sector 1, Noida - 201301 Distt. Gautam Budh Nagar, U.P. India

Tel: +91-120-6752100, 6752278, Fax: +91-120-2521866, 2521966, Website: www.motherson.com

September 26, 2022

National Stock Exchange of India Limited

BSE Limited

Exchange Plaza, 5th Floor

1st Floor, New Trading Ring

Plot No.C/1, G-Block

Rotunda Building

Bandra-Kurla Complex

P.J. Towers, Dalal Street, Fort

Bandra (E)

MUMBAI - 400001, India

MUMBAI - 400051, India

Scrip Code : MOTHERSON

Scrip Code : 517334

Ref. : Disclosure under regulation 30 of SEBI (LODR) Regulation, 2015

Dear Sir / Madam,

SMR Automotive Mirrors UK Limited, United Kingdom ("SMR UK"), a 100% step down subsidiary of Samvardhana Motherson Automotive Systems Group BV, Netherlands ("SMRP BV"), has entered into a Share Purchase Agreement ("Agreement") with Ichikoh Industries, Ltd., Japan ("Ichikoh") for the acquisition of 100% equity share capital held by Ichikoh in Misato Industries Co. Ltd., Japan and Ichikoh (Wuxi) Automotive Parts Co., Ltd., China. SMRP BV is a material and 100% subsidiary of Samvardhana Motherson International Limited (formerly Motherson Sumi Systems Limited).

The closing of the transaction is subject to completion of customary conditions precedent and expected to be completed in next 6 (six) to 8 (eight) months.

In this respect, details prescribed vide SEBI circular no. CIR/CFD/CMD/4/2015 dated September 09, 2015 along with press release and investor presentation to be issued by the Company are respectively enclosed herewith as Annexure - 'A' and 'B'.

The above is for your information and records.

Yours truly,

For Samvardhana Motherson International Limited

(formerly Motherson Sumi Systems Limited)

Alok Goel

Company Secretary

Encl: a/a

Regd Office:

Unit - 705, C Wing, ONE BKC, G Block

Bandra Kurla Complex, Bandra East

Mumbai - 400051, Maharashtra (India)

Tel: 022-61354800, Fax: 022-61354801

CIN No.: L34300MH1986PLC284510

Email: investorrelations@motherson.com

ANNEXURE A

Acquisition (including agreement to acquire)

Sr.

Details of Events that need to be

Information about such events

no.

provided

a)

Name of target entities, details in

Misato Industries Co. Ltd., ("Misato" or "Target Company")

brief such as size, turnover etc.

a company incorporated under the laws of Japan ("Target

Company") and Ichikoh (Wuxi) Automotive Parts Co., Ltd

("IWAP"), a company incorporated under the Laws of the

PRC which shall be a 100% subsidiary of Misato on Closing

Date. Misato and IWAP collectively shall be referred as

"Target Group".

Target Group is 100% owned by Ichikoh Industries, Ltd.,

which is a company incorporated under laws of Japan and is

listed on the Tokyo Stock exchange (TSE) under ticker 7244

Additional details of the Target Group are set out in our

response in S.no. (j).

The Target Group shall be acquired through SMR

Automotive Mirrors UK Limited, a step down subsidiary of

the Company.

b)

Whether the acquisition would fall

This is not a related party transaction for the Company.

within related party

transaction(s)

and whether the promoter/promoter

None of the promoter/promoter group/ group companies have

group/ group companies have any

any interest in the Target Group.

interest in the entity being acquired?

If yes, nature of interest and details

thereof and whether the same is

done at arms length

c)

Industry to which the entity being

Manufacturing of automotive mirrors and associated parts

acquired belongs

d)

Objects and effects of acquisition

This acquisition is the next major step in line with the Group

(including but not limited to,

strategy of 3CX10 with increased geographic and customer

disclosure of reasons for acquisition

diversification.

of target entity, if its business is

outside the main line of business of

The completion of this transaction will provide Purchaser

the Company);

Group with strong local R&D and manufacturing footprint,

further strengthening group's relationship with Japanese

OEMs. The transaction further strengthens Purchaser

Group's presence in China.

The improved customer connect with Japanese OEMs is

expected to be a key catalyst for growth across the global

footprint of these customers.

e)

Brief details of any governmental or

No Governmental or regulatory approvals required for the

regulatory

approvals

required

for

acquisition.

the acquisitions

f)

Indicative

time

period

for

Subject to completion of all conditions precedent, the

completion of the acquisition

transaction is expected to be closed within an estimated time

period of 6-8 months from the date of signing.

g)

Nature of consideration - whether

Cash consideration

cash consideration or share swap

and details of the same

h) Cost of acquisition or the price at

JPY 5.2 BN in Enterprise Value with adjustments for debt,

which the shares are acquired

debt like items and Working capital to be calculated on

closing date.

Equity Value (Purchase Price) will be determined at Closing

from the Enterprise Value after making necessary

adjustments for debt / debt like items, cash and cash

equivalents, working capital surplus / deficit and certain

additional adjustments agreed in the transaction documents.

In addition to the Target Group, the Purchaser Group intends

to buy the automotive mirrors business of Ichikoh Industries

Ltd. In Thailand and Malaysia ("ASEAN Business") at the

net asset value. The net asset value of ASEAN Business as of

December 2021 was JPY 29 Million.

i) Percentage of shareholding / control

100% stake in Target Group

acquired and / or number of shares

acquired

  1. Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and other significant information (in brief)

Main line of business: The Target Company's' activity mainly consists of manufacturing of automotive mirrors and associated products.

Date of incorporation: The Target Group entities have been incorporated on the following date:

Target Entity

Date of Incorporation

Misato Industries Co. Ltd

October 6, 1978

Ichikoh (Wuxi)

July 1, 2003

Automotive Parts Co.,

Ltd.

History of Turnover: The key financial information of the Target Group is as follows:

In JPY Billion

FY 2019

FY 2020

FY 2021

(IFRS)

Sales

22.0

15.5

15.8

EBITDA

2.3

1.1

1.3

Presence: The Target Group is a leading manufacturer of automotive mirrors and associated products in Japan and to Japanese OEMs in China. The Target Group has 3 manufacturing plants across Japan and China.

Press Release

for immediate publication

Motherson announces its 1st acquisition in Japan, to acquire mirror business of Ichikoh Industries

India 26th September 2022 -Samvardhana Motherson Automotive Systems Group BV (SMRPBV), through its Vision systems division, has entered into an agreement with Ichikoh Industries (a subsidiary of Valeo SE) in Japan to buy 100% stake of its mirror business at an Enterprise Value of JPY 5.2 Bn (subject to customary closing adjustments for debt/debt-like items and working capital).  

The transaction includes Ichikoh's mirror business (development and manufacturing of automotive mirrors and associated products) in Japan and China, catering largely to Japanese OEMs. The target business reported revenues of JPY 15.8 billion in 2021. With this transaction Motherson will add three manufacturing facilities across Japan and China and 260 patents to its IP portfolio.

This acquisition will be a major milestone in the group's relationship with Japan which began in 1983 with its first collaboration. As the 3rd largest automotive production hub with strong technology leadership, Japan remains a key target market for Motherson. In July 2022, Motherson established two facilities in Hamamatsu, Japan and this acquisition is the next major step in line with the Group strategy of 3CX10 with increased geographic and customer diversification. Completion of this transaction will provide Motherson with strong local R&D and manufacturing footprint, further strengthening group's relationship with Japanese OEMs. The improved customer connect with Japanese OEMs is expected to be a key catalyst for growth across the global footprint of these customers. 

This will be the third acquisition under the Vision systems business division during the current five-year plan following acquisitions in Turkey and China. With this transaction, Vision systems will achieve majority of its strategic geographical expansion objectives that were highlighted as a part of the of the Group's 2025 five- year plan. The increased share of Japanese OEMs which were previously under-represented in the Vision system portfolio will create additional growth opportunities for the division in the future.  

The proposed deal is expected to be closed in 6-8 months subject to completion of all conditions precedent 

Commenting on the deal, Mr Vivek Chaand Sehgal, Chairman, Motherson said, "Inorganic growth is an integral part of our Vision 2025. With this acquisition, Motherson will acquire design and manufacturing footprint in Japan enabling closer coordination and stronger relationship with Japanese customers both for their local as well as global business. This will also help Visions Systems to expand its geographical reach in China and in its ability to grow business with Japanese OEMs. Being an EPS accretive transaction, we are confident that we will be able to create value for our customers and shareholders by this acquisition" 

Mr. Christophe Vilatte, President and CEO, Ichikoh Industries, Ltd. said:

"Ichikoh is a pioneer of the automotive mirror business in Japan with its long history and close relationship with Japanese OEM customers. I am convinced that with Motherson Group's advanced technologies and global presence, Ichikoh mirror business will be in a stronger position to continue meeting its customers' expectations and realizing further growth. At the same time, Ichikoh will focus on its expertise in lighting, which is currently undergoing a profound revolution."

About Ichikoh Group

Ichikoh Industries (a subsidiary of Valeo SE) is listed in Tokyo stock exchange (ticker 7244) and is headquartered in Isehara-shi,Kanagawa-ken (Japan). Ichikoh engages in lighting and mirror business as a Tier- 1 auto-parts supplier to various OEMs. Ichikoh's mirror business was established in 1965 and it has been a preferred automotive supplier in Japan for more than 55 years producing and supplying rear-view mirrors for automotive applications. The mirror business of Ichikoh has three state of the art manufacturing facilities in Japan and China. 

Press Release

for immediate publication

About SAMIL & Samvardhana Motherson Automotive Systems Group BV (SMRP BV)

Motherson Group is a diversified global manufacturing specialist and one of the world's largest and fastest- growing automotive suppliers for OEMs. Motherson Group supports its customers from more than 300 facilities across 41 countries, with a team of over 150,000 dedicated professionals. The group recorded revenues of USD

10.5 billion for FY22 and is among the top 25 largest automotive suppliers worldwide. Samvardhana Motherson Automotive Systems Group BV (SMRPBV) is a 100% subsidiary of SAMIL and is present in all major global automotive production hubs, with 109 facilities spread across 29 countries. To know more please visit www.motherson.com and www.smrpbv.com 

Vision Systems Business Division

Motherson's Vision systems division is serving its customers from 37 facilities spread across 18 countries. This division supplies exterior mirrors, interior mirrors, and camera-based detection systems to leading global automotive OEMs. The division develops solutions for all categories of automotive mirror applications, from basic manually adjusted exterior and interior mirrors to electrically controlled high-performance mirrors and camera- based rear view camera monitoring systems. 

For other details on this, you may please contact:

Pankaj Mital

Kunal Malani

Chief Operating Officer (COO)

Chief Financial Officer (CFO)

Samvardhana Motherson International Limited

Samvardhana Motherson International Limited

Phone: +91 120 6679500

Phone: +91 22 6135 4806

Rajat Jain

Rahul Deep

Chief Operating Officer (COO)

Head - MARCOM (India),

Samvardhana Motherson Reflectec (SMR)

Motherson Group

Phone: +91 120 6679 500

Phone: +91 99100 85201

Rajat.jain@motherson.com

Rahul.deep@motherson.com

Ankur Bansal

Jatin Khattar

Investor Relations (Motherson)

Adfactors PR Pvt. Ltd

Phone: +91 22 6135 4812

Phone +91 98107 51243

ankur.bansal@motherson.com

motherson@adfactorspr.com

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Samvardhana Motherson International Ltd. published this content on 26 September 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 September 2022 04:44:01 UTC.


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Sales 2023 736 B 9 032 M 9 032 M
Net income 2023 15 209 M 187 M 187 M
Net Debt 2023 71 074 M 872 M 872 M
P/E ratio 2023 29,8x
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Capitalization 495 B 6 076 M 6 076 M
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Last Close Price 73,10 INR
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Spread / Average Target 24,8%
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Kunal Malani Chief Financial Officer
Vivek Chaand Sehgal Non-Executive Chairman
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Naveen Ganzu Independent Non-Executive Director
Rekha Sethi Independent Director
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