Parker Hannifin Corporation, announces that it has commenced a cash tender offer to purchase all of the outstanding shares not owned by Parker in TAIYO, LTD., a majority owned subsidiary of Parker, which is headquartered in Osaka, Japan. The tender offer, which has been formally made by Parker Hannifin Japan Holdings GK, extends through March 5, 2012 at a price of 250 yen (approximately $3.25) per common share and represents a total consideration of 5.8 billion yen (approximately $75 million) for the remaining 23,136,063 shares or 43.51% of the shares of TAIYO not owned by Parker. The acquisition is subject to certain regulatory approvals and the tender of a majority of the shares of TAIYO not owned by Parker. The independent members of the TAIYO Board of Directors have adopted a resolution supporting the tender offer and are recommending that all TAIYO shareholders tender their shares.
Parker has been the majority shareholder in TAIYO since June 2006 and has had a formal relationship with TAIYO since forming a business alliance in 2002. TAIYO has annual sales of approximately 17.3 billion yen (approximately $225 million). The company develops and manufactures a broad range of products, including hydraulic and pneumatic actuators, cylinders and specialized pneumatic products. TAIYO has four manufacturing plants located in Japan and two manufacturing plants in China. Upon successful completion of the tender offer, TAIYO will remain part of Parker's Global Hydraulics Group and its results will continue to be reported in the Industrial International segment. Parker currently consolidates 100% of the sales of TAIYO in its financial statements.
"We are pleased to make an offer to acquire the remaining interest in TAIYO," says Jeff Cullman, President of Parker's Hydraulics Group. "Once completed, this transaction will help us establish an even stronger presence in a high growth region for our world class hydraulic and automation systems. TAIYO provides a strong base business and manufacturing presence in Japan from which we can build our presence in other emerging markets of the region, including key markets in China."
Mizuho Securities Co., Ltd is acting as an adviser to Parker in the tender offer. Shareholders residing in the United States, who wish to tender their shares in the tender offer, will be required to tender their shares to Mizuho Securities Co., Ltd. through their shareholders' standing proxies in Japan, and such shareholders will be unable to directly tender their shares in the tender offer.