Tokyo, 11 July, 2012 - Mitsubishi Motors Corporation (MMC) announced today it has signed a principal agreement regarding the share transfer of its subsidiary European production site Netherlands Car B.V. (NedCar; Born, the Netherlands, wholly-owned subsidiary of MMC group) with VDL Groep B.V. (VDL; Eindhoven, the Netherlands). Based on this agreement, MMC will hereafter further proceed with the negotiations with VDL to reach a final contract with the company on the transferring of NedCar shares.
1. Reasons for the share transfer
As previously announced on February 6, 2012, to respond to the wildly fluctuating operating environment which automobile manufacturers currently face, MMC reviewed its global production operation structure and accordingly has made a decision not to allocate a new model to be produced at NedCar from 2013 and beyond. Since then, MMC had carried out discussions with the related parties to explore the possibility of the future continuation of NedCar while making it a top priority to assure the employment of its entire employees. As a result, MMC has reached a principal agreement with VDL on the share transfer.
2. Outline of Netherlands Car B.V.
(1)
|
Name
|
Netherlands Car B.V.
|
(2)
|
Head office location
|
Born, Limburg, the Netherlands
|
(3)
|
Representative
|
Chairman & CEO: Mr. Tetsuro Miki
President & COO: Mr. Joost Govaarts
|
(4)
|
Business
|
Manufacturing of automobiles and other parts
|
(5)
|
Share capital
|
EUR 250,012 thousand
|
(6)
|
Date established
|
December 1, 1991
|
(7)
|
Consolidated net assets
|
EUR 492,695 thousand(as of end of December, 2010)
|
(8)
|
Consolidated total assets
|
EUR 674,186 thousand(as of end of December, 2010)
|
(9)
|
Major shareholders and shareholding ratio
|
Mitsubishi Motors Corporation: 85%
Mitsubishi Motors Europe B.V.: 15%
|
3. Outline of the party whom the NedCar shares are planned to be transferred
(1)
|
Name
|
VDL Groep B.V.
|
(2)
|
Head office location
|
Eindhoven, North Brabant, the Netherlands
|
(3)
|
Representative
|
President: Mr. Wim van der Leegte
|
(4)
|
Business
|
Development, production, and sales of semi-manufactured products, buses, and other goods
|
(5)
|
Share capital
|
EUR 50,000 thousand
|
(6)
|
Date established
|
December 14, 1953
|
(7)
|
Major shareholder and shareholding ratio
|
Wim van der Leegte, 100% family owned
|
| 4. |
Number of shares planned to be transferred, transfer price, and held shares after planned completion of transfer |
(1)
|
Number of shares before transfer
|
Mitsubishi Motors Corporation: 468,308 shares
(Percentage held: 85%)
Mitsubishi Motors Europe B.V.: 82,642 shares
(Percentage held: 15%)
|
(2)
|
Number of shares to be transferred
|
550,950 shares (Percentage in issued shares: 100%)
(Transfer price: EUR 1)
|
(3)
|
Number of held shares after transfer
|
0 share
(Percentage held: 0%)
|
Once the share transfer is to be executed, a loss of approximately 28 billion yen is estimated to be incurred, which will be recorded in fiscal year 2012 (ending March 2013).
5. Schedule
(1)
|
Date of corporate resolution
|
By the end of August 2012 (scheduled)
|
(2)
|
Date of contract for share transfer
|
By the end of August 2012 (scheduled)
|
(3)
|
Date of share transfer
|
By the end of December, 2012 (scheduled)
|
To Top