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Shanghai Prime Machinery Co Ltd announces acquisition of entire share capital of NEDSCHROEF

By PMG , 2014-05-29 11:40:29

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Shanghai Prime Machinery signs purchase agreement to acquire Nedschroef, one of the world’s largest suppliers of fasteners
 
Secured the Group’s strong positioning on the market of high-end fasteners worldwide
 
(28 May 2014 – Hong Kong) – Shanghai Prime Machinery Company Limited (“Shanghai Prime Machinery” or the “Group”; SEHK stock code: 02345), a leading manufacturer of industrial machinery parts and components in the PRC, today is pleased to announce that it signed a purchase agreement to acquire the entire share capital of Nedfast Investment B.V. (“Nedschroef”) (the “Sale Shares”), one of the world’s largest suppliers of fasteners.
 
The aggregate consideration for the acquisition to be paid by the Group in cash to the sellers at the completion is an amount equal to the sum of the purchase price for the Sale Shares and the shareholder loans purchase price. The purchase price for the Sale Shares shall be an amount equal to approximately EUR155.4 million (subject to adjustments). The shareholder loans purchase price shall be an amount equal to approximately EUR38.0 million (subject to adjustments). Upon completion, Nedschroef will become a direct or indirect wholly-owned subsidiary of the Group and the financial results of Nedschroef are expected to be consolidated into the Group’s accounts.
 
The Group believes that the acquisition is a strategic opportunity that would be in the best interests of the Group. Nedschroef enjoys leading key competitive advantages that are seen as factors to differentiate and enhance the Group’s technologies and brand on the PRC domestic market and international market, such as its unique competence and heritage of craftsmanship in fasteners development and manufacturing, strong global customer portfolio of best-in-class OEMs as well as its strong management of operations. Moreover, Nedschroef also possesses an industry leading machine and tooling division, leading engineering and R&D capabilities as well as development of Full Service Provision, a program to offer a complete fastener supply solution to customers.
 
Founded in 1894, Nedschroef is one of the world’s largest suppliers of fasteners and other advanced, engineered cold forged components. It is a market-leading innovator in designing, developing and manufacturing advanced fastener products for leading car manufacturers and suppliers around the globe and also provides its customers with value added engineering and ‘full service provision’ supply chain capabilities and services. In addition, Nedschroef’s machine division develops and produces machines and tools for the production of cold forged components for a variety of end markets.
 
Mr. Zhou Zhiyan, President and Vice Chairman of Shanghai Prime Machinery, said, “The Group is delighted to enter into the purchase agreement with Nedschroef. Leveraging Nedschroef’s unique competence in fasteners development and manufacturing, it will be a crucial platform for the Group to further grow its fasteners division and develop fasteners expertise and technology. Meanwhile, the acquisition will enable the Group to secure a strong positioning on the market of high-end and engineered high-value fasteners in the PRC and also worldwide. Looking forward, the Group will proactively develop its fasteners and other related business so as to create best returns for shareholders.”

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