Oki Electric Industry Co. Ltd. completed the acquisition of 70% stake in Oki Electric Industry Co. Ltd. completed the acquisition of 70% stake in automation and services division from Itautec S.A. - Grupo Itautec and Itautec Participações e Comércio S.A. for BRL 77 million.
January 10, 2014 at 12:00 am EST
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Oki Electric Industry Co. Ltd. (TSE:6703) signed an agreement to acquire 70% stake in automation and services division from Itautec S.A. - Grupo Itautec (BOVESPA:ITEC3) and Itautec Participações e Comércio S.A. for BRL 100 million on May 15, 2013. The consideration shall be adjusted for cash and debt and the variation in the value of specific assets and liabilities. The agreement also provides for additional payments to Itautec and Itautec Participações if certain target results are achieved during fiscal years 2013, 2014 and 2015. Such payments shall only be due if EBITDA of the business during each of the years 2013, 2014 and 2015 is higher than the EBITDA amounts projected in mutual agreement among Oki, Itautec and Itautec Participações for each one of these years and the net earnings for the year in question is positive. The joint vanture will be named BR Industria e Comercio de Produtos de Tecnologia em Automacao and Oki Electric Industry Co. Ltd. would have the option to purchase the remainder 30%.
The deal will be financed by Japan Bank for International Cooperation through Mizuho Bank and Sumitomo Mitsui Banking Corporation by providing a capital of BRL 62.19 million. Itautec and Itautec Participações shall execute a shareholders agreement with Oki, which shall provide for, among other provisions, the installation of a board of directors composed of five members, with 3 of them appointed by Oki and 2 appointed jointly by Itautec and Itautec Participações. The transaction is subject to customary conditions, approval of the Administrative Council for Economic Defense CADE (the Brazilian anti-trust authority), and is expected to close by the end of December 2013.
On June 17, CADE approved the transaction. Kenneth Lebrun, Gordon Palmquist, Kenji Strait and Raleigh Morgan of Shearman & Sterling LLP acted as legal advisors to Oki Electric Industry Co. Ltd. Luiz Muniz and Gustavo Saito of N M Rothschild & Sons (Brasil) Ltda. acted as financial advisor for Itautec S.A. - Grupo Itautec. Evercore acted as financial advisor for Oki Electric Industry Co. Ltd.
Oki Electric Industry Co. Ltd. (TSE:6703) completed the acquisition of 70% stake in automation and services division from Itautec S.A. - Grupo Itautec (BOVESPA:ITEC3) and Itautec Participações e Comércio S.A. for BRL 77 million on January 10, 2014.
Oki Electric Industry Company, Limited is a Japan-based company mainly engaged in the provision of information systems. The Company operates in four business segments. The Information Communication segment is engaged in the provision of transportation infrastructure systems, disaster prevention related systems, defense related systems, communication equipment for communication carriers and other products. The Mechatronics segment is engaged in the provision of automatic teller machine (ATM), cash processing equipment, check-in equipment and other products. The Printer segment is engaged in the manufacture and sale of color light emitting diode (LED) printers, monochrome LED printers, dot impact printers and other products. The Electronic Manufacturing Service (EMS) segment is engaged in the provision of design and production services and printed wiring boards. The Company is also engaged in the transportation and management of products and the provision of related services.
Oki Electric Industry Co. Ltd. completed the acquisition of 70% stake in Oki Electric Industry Co. Ltd. completed the acquisition of 70% stake in automation and services division from Itautec S.A. - Grupo Itautec and Itautec Participações e Comércio S.A. for BRL 77 million.