ASPOCOMP’S CHINESE AND INDIAN SUBSIDIARIES INTO A NEW JOINT VENTURE ESTABLISHED WITH MEADVILLE
Aspocomp Group Oyj Company Announcement November 8, 2007 at 5:50 pm
Aspocomp has today signed an agreement according to which it will contribute its shareholdings in its subsidiaries in China and India as well as certain equipment from its Salo plant to a new holding company. 80 percent of the shares of the holding company will be sold to Meadville Holdings Limited, a Hong Kong listed parent company of the Meadville Group. Aspocomp will remain a minority owner with 20 percent ownership.
The assets to be contributed to the joint venture by Aspocomp are valued at about EUR 77 million. Meadville will pay about EUR 61 million for its 80 percent holding in the joint venture. Aspocomp will use about EUR 40 million of this consideration to repay its loan to Standard Chartered Bank in full and about EUR 8 million to repay the working capital facilities of its Chinese subsidiary. The balance of the consideration will be used to partially repay Aspocomp’s interest bearing liabilities in Finland and to improve its liquidity.
The parties have agreed that they may either list the joint venture at the earliest in year 2012, or alternatively the parties may exercise mutual put and call option rights concerning Aspocomp’s 20 percent shareholding at the earliest in year 2013. In addition, the parties have agreed on the pricing principles to be used to value the put and call option rights for Aspocomp’s 20 percent holding. The pricing will be based on the highest of the following figures: either 5.5 times EBITDA, or net asset value of the joint venture, or the agreed minimum price. The agreed minimum price is the initial value of Aspocomp’s 20 percent holding in the joint venture.
As part of the agreement, Meadville will also acquire 10 percent ownership of Aspocomp’s subsidiary in Oulu, Finland. Aspocomp’s holding in its Thai subsidiary will remain unaffected.
Following the negotiated transaction, Aspocomp’s assets would comprise 20 percent shareholding of the new joint venture, 90 percent shareholding of Aspocomp’s Oulu subsidiary, about 87 percent shareholding of Aspocomp’s Thai subsidiary, about 15 percent shareholding of Imbera Inc and real estates in Salo and Oulu.
Simultaneously with this transaction, Aspocomp has agreed with its Finnish bank creditors on adjustments to the terms of its liabilities. However, the financial position of Aspocomp will remain weak.
The agreement with Meadville is subject to approval of the Extraordinary General Meeting of Aspocomp. The companies expect to finalize the transaction by the end of November 2007.
For further information, please contact:
Maija-Liisa Friman, CEO, Aspocomp Group Oyj, tel. +358 9 7597 0711
Canice Chung, CEO, Executive Director, Meadville Holdings Limited, tel. +852 2660 3120
ASPOCOMP GROUP OYJ
President and CEO
The Aspocomp Group develops and offers high technology interconnection solutions for the electronics industry in close cooperation with its customers. Aspocomp supplies printed circuit boards for mobile data terminal equipments, data communications networks and automotive industry. The company supports its global customers in developing new technologies and offers a fast route from product development to applications and volume production. The Group’s production facilities are located in Finland, China and Thailand. In 2006, its net sales stood at EUR 149 million and it had about 3,350 employees. Further information: www.aspocomp.com
The Meadville Group:
Founded in 1985 and headquartered in Hong Kong, the Meadville Group is one of the leading PCB manufacturers in the People’s Republic of China by turnover. In 2005, the company had turnover of HK$ 2,217 million and net profit of HK$ 240 million. Meadville focuses on high-end PCB products. In addition to the ability to mass produce a wide range of PCB products, it provides a “one-stop shop” service to its customers, from PCB layout design to small volume quick-turn production of PCBs, including prototypes, to large volume mass production of PCBs. Meadville currently operates a total of five PCB plants in China. Many of its customers are based in the People’s Republic of China, Japan, Korea, North America and Europe. Further information: www.meadvillegroup.com
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