Dentsu acquires Gleam Futures via Dentsu Aegis Network as a cultural bridge

Dentsu 電通

Dentsu uses London based Dentsu Aegis Network as a cultural bridge to acquire representation of about 40 YouTube stars

Dentsu acquires Gleam Futures: invests to acquire 90% ownership

Dentsu acquires Gleam Futures, who “develop, monetize & protect” digital-first talent, ie mainly YouTube focused stars.

Japanese companies have a dramatically different culture than Western, European or US companies, and Dentsu is one of Japan’s more traditional companies, at the same time home to Japanese creative talent.

To bridge this gap in cultures, Dentsu acquired the French/UK company Aegis Group plc on 5 July 2012, creating Dentsu Aegis Network. Dentsu has used Dentsu Aegis Network as a bridge head for many acquisitions in Europe and the Mediterranean are, bridging cultural differences.

Gleam Futures: “We manage digital-first talent”

Gleam Futures describe their business as “we develop, monetize & protect” digital-first talent, e.g. YouTube stars.

http://www.gleamfutures.com

  • Established: 2010
  • Employees: 37
  • Talents: 40
  • Combined subscriber base: approx. 60 million
  • Revenues: UK Pounds 4.35 million (Fiscal Year ending Dec 2016
  • Founder & CEO: Dominic Smales

Zoella

11,838,878 subscribers as of 22 June 2017

Caspar Lee

7,197,168 subscribers as of 22 June 2017

Marcus Butler

4,611,346 subscribers as of 22 June 2017

Total: approx. 60 million subscribers

Copyright (c) 2017 Eurotechnology Japan KK All Rights Reserved

Roche acquires Chugai Pharmaceutical controlling stake, expanding in Japan, the world’s second largest pharmaceutical market

Japan’s pharmaceutical market is approx. US$ 80 billion – US$ 120 billion, approx. 10% of the global pharmaceutical market

Roche acquires Chugai: Roche KK merges into Chugai in a carefully structured process, with Chugai the surviving company

Roche acquires Chugai in a series of carefully crafted transactions, to expand in the world’s second largest pharmaceutical market, Japan. Japan’s pharmaceutical market size is estimated at YEN 8000 – 1,200 billion (US$ 80 billion – US$ 120 billion), depending on the source and methods of estimation, corresponding to about 10% of the global pharmaceutical markets.

Growth of Japan’s pharmaceutical markets are about 2% per year, thus expected to grow to about US$ 130 billion by 2018. Different studies give different estimates for the size of Japan’s pharmaceutical market.

Roche acquires Chugai. First stage. December 2001/October 2002. Roche acquires 50.1% of Chugai and merges Nippon Roche KK into Chugai

In 2001, Roche and Chugai agreed for Roche to acquire 50.1% of Chugai for YEN 155 – 198 billion (US$ 1.23 – 1.58 billion). Basic agreement was signed in December 2001.

The merger of Nippon Roche into Chugai, which Chugai the surviving company and the full start of the alliance was in October 2002. Chugai maintains autonomous management, and listing on the Tokyo Stock Exchange.

Roche and Chugai entered into a double licensing agreement, where Roche licenses products from Chugai for international distribution, and vv Chugai licenses products from Roche for distribution in Japan:

  • Chugai has first refusal rights to develop and sell Roche products in Japan
  • Roche has first refusal rights to develop and sell Chugai products in Japan, with some territorial exceptions

Also agreed were limits on Roche’s shareholding in Chugai:

  • 1 Oct 2002 – 30 Sept 2007: maximum shareholding 50.1%
  • 1 Oct 2007 – 30 Sept 2012: maximum shareholding 59.9%
  • from 1 Oct 2012: Roche will cooperate to maintain Chugai’s stock market listing in Japan

Roche acquires Chugai. Second stage. 2008 Roche increases share holding in Chugai to 59.9%

Roche acquires Chugai. Third stage: Roche currently holds 61.62% of Chugai

Although there have been press reports speculating that Roche plans to acquire all of Chugai, currently Roche holds 61.62% of Chugai.

Chugai Pharmaceutical Company Ltd (中外製薬株式会社)

Chugai Pharmaceutical Company Ltd is (中外製薬株式会社) listed on the Tokyo Stock Exchange, Code 4519.

Market cap is YEN 2,360 billion (approx. US$ 24 billion) as of 26 May 2017. Chugai employs 7245 people as of 31 December 2016, achieving sales/revenues of YEN 492 billion (approx. US$ 5 billion).

Chugai was founded on 10 March 1925, and established in the current form on 8 March 1943.

Roche in Japan

  • 1899: Roche is the first Western pharmaceutical company to start business in Japan, establishes a network of sales representatives
  • 1904: Karl Rhode Company becomes distributor of Roche in Japan
  • 7 July 1924: Roche incorporates a subsidiary in Japan, Roche Gomeikaisha
  • 1924-1939: Dr Alice Keller, Head of Roche Japan
  • 1932: Nippon Roche KK founded
  • 2001/2002: Roche acquires 50.1% of Chugai, merges Nippon Roche KK into Chugai. Chugai is the surviving company, and remains under autonomous management and listed on the Tokyo Stock Exchange

Copyright (c) 2017 Eurotechnology Japan KK All Rights Reserved

ISOLITE acquired by Hitachi Chemical from private equity fund HQ Equita and others

Private equity fund HQ Equita had acquired ISOLITE in 2010, now sells to Hitachi Chemical

ISOLITE acquired by Hitachi Chemical to build global speciality insulation materials group

ISOLITE acquired by Hitachi Chemical from private equity fund HQ Equita, as announced on 27 and 28 April 2017.

Isolite – High Temperature Solutions

Isolite produces and sells a range of insulation materials and solutions specifically for the high temperature sector up to 1600C for the automotive, aircraft and other industrial sectors.

  • Isolite GmbH
  • CEO: Christian Eck
  • founded: 1997
  • employees: 410
  • patents: 12
  • manufacture and sales of thermal insulations for automobiles, aircraft, and other industrial applications
  • http://isolite.de/

HQ Equita

HQ Equita is a mid-cap buyout firm of HQ Capital, related to the German Harald Quandt Family Office.

Copyright (c) 2017 Eurotechnology Japan KK All Rights Reserved

Sanofi acquires SSP (エスエス製薬株式会社) from Boehringer Ingelheim in a global asset swap

Japan’s pharmaceutical market is approx. US$ 80 billion – US$ 120 billion, approx. 10% of the global pharmaceutical market

Sanofi acquires SSP (エスエス製薬株式会社), a Japanese OTC pharmaceutical company, founded as a pharmacy in Tokyo in 1765

Boehringer Ingelheim had acquired SSP (エスエス製薬株式会社), a Japanese OTC pharma company founded originally in 1765 as a pharmacy in Yaesu, Tokyo, starting with business cooperation, followed by staged investment over a period of five years, starting in 1995, followed by a Take-Over-Bid and delisting of SSP from the Tokyo Stock Exchange in 2010.

For details of Boehringer’s acquisition of SSP, see: http://eu-japan.com/2010/12/boehringer-ingelheim-ssp/

On 1 January 2017 as part of a global asset swap of Boehringer Ingelheim with Sanofi, SSP becomes a subsidiary of the French pharmaceutical group Sanofi (サノフィ株式会社)

SSP (エスエス製薬株式会社), founded in 1765

History, and acquisition steps by Boehringer Ingelheim:

  • SSP (エスエス製薬株式会社) was founded in 1765 as a pharmacy in Yaesu, Tokyo
  • On 29 October 1927 the company was incorporated as (株)瓢箪屋薬房
  • In 1940 the company name was changed to (エスエス製薬株式会社)
  • 1969 IPO on the 2nd section of the Tokyo Stock Exchange
  • 1971 IPO on the 1st section of the Tokyo Stock Exchange
  • 1995-1996 Boehringer Ingelheim invests in SSP, and becomes largest share holder
  • 2001 Boehringer Ingelheim increases shareholding to above 50%
  • 15 February 2010 Boehringer Ingelheim Japan Investment GK (ベーリンガーインゲルハイム・ジャパン・インベストメント合同会社) issues a Take-Over-Bid (TOB), which is concluded on 15 April 2010, resulting in Boehringer Ingelheim Investment Japan acquiring a total of 93% of SSP shares.
  • 16 July 2010 SSP is delisted from Tokyo Stock Exchange
  • 1 October 2010 merger with Boehringer Ingelheim Japan Investment GK (ベーリンガーインゲルハイム・ジャパン・インベストメント合同会社)
  • 19 November 2010 merger with BI Nippon Invest GK (BIニッポンインベスト合同会社)
  • 19 November 2010 becomes subsidiary of Boehringer Ingelheim Japan KK (ベーリンガーインゲルハイムジャパン株式会社)
  • 1 January 2017 as part of a global asset swap of Boehringer Ingelheim with Sanofi, SSP becomes a subsidiary of the French pharmaceutical group Sanofi (サノフィ株式会社)

Copyright (c) 2017 Eurotechnology Japan KK All Rights Reserved

Nippon Electric Glass acquires PPG’s European fibre glass operations

Nippon Electric Glass acquires PPG glass fibre manufacturing and R&D in Hoogezand (Netherlands) and Wigan (UK)

Reinforcement materials for transportation, energy, infrastructure and consumer markets

On June 20, 2016 PPG and Nippon Electric Glass (NEG, TYO:5214) announced that Nippon Electric Glass will acquire PPG’s European fibre glass operations, subject to employee consultations, regulatory and other approvals. The acquisitions were completed on October 3, 2016.

PPG’s European Fibre glass operations employ approximately 550 people, and achieved about EURO 150 million in sales in 2015.

Nippon Electric Glass aims to expand its glass fibre business:

  1. by acquiring production facilities in Europe
  2. increasing the chopped glass fibre strands business
  3. adding new glass fibre product lines

Total assets: approx. € 90 million
Total annual revenues: approx. € 150 million

PPG Industries Fiber Glass B.V., Westerbroek / Hoogezand

Energieweg 3, 9608 Westerbroek, Netherlands

Main products: chopped strands for reinforced plastics
Main markets: composite materials for auto parts

New name after acquisition: Electric Glass Fiber NL BV
Location: Hoogezand, Netherlands
Capital: € 16 million
Established: April 28, 1961
Ownership: 100% Nippon Electric Glass Co Ltd.

PPG Industries (UK) Ltd

132 Leigh Road, Hindley Green, Wigan, Lancashire WN2 4XG, United Kingdom, United Kingdom

Main products: direct rovings for reinforced plastics
Main markets: blades for wind power generation, composite materials for auto parts
approximately 220 employees (plus temporary staff)

New name after acquisition: Electric Glass Fiber UK Ltd.
Capital: UKL 30 million
Established: July 8, 2016
Ownership: 100% Nippon Electric Glass Co Ltd.

Seller: PPG (Pittsburgh Plate Glass)

Pittsburgh Plate Glass (PPG) was founded in 1883 in Pittsburgh, Pennsylvania, and today operates about 156 factories globally and in 2015 achieved revenues of around US$ 15.3 billion.

Acquirer: Nippon Electric Glass KK (NEG)

Nippon Electric Glass KK (NEG) was established in 1944 with an investment from NEC Corporation and others, and separated from NEC, and was incorporated as an independent company in 1949.

Today NEG has about US$ 2.4 billion in annual revenues and produces about 20% of the global production of glass for liquid crystal displays, and other speciality glass products.

Copyright (c) 2016 Eurotechnology Japan KK All Rights Reserved

SoftBank acquires ARM Holdings plc driven by paradigm shift to Internet of Things (IoT)

softbank eurotechnology.com

On 18 July 2016 SoftBank announced to acquire ARM Holdings plc for £17 per share, corresponding to £24.0 billion (US$ 31.4 billion)

SoftBank acquires ARM: acquisition completed on 5 September 2016, following 10 years of “unreciprocated love” for ARM

On 18 July 2016 SoftBank announced a “Strategic Agreement”, that SoftBank plans to acquire ARM Holdings plc for £24.0 billion (US$ 31.4 billion, ¥ 3.3 trillion) paid as follows:

  • Cash on Hand: £16.7 billion (US$ 12.5 billion, ¥ 2.3 trillion)
  • Loans: £7.3 billion (US$ 9.5 billion, ¥ 1.0 trillion)
  • Total: £24.0 billion (US$ 31.4 billion, ¥ 3.3 trillion)

(excluding 20.4 million shares (1.4%) that SoftBank already owned on 18 July 2016).

Acquisition schedule:

  • 18 July 2016: Strategic agreement between SoftBank and ARM announced by SoftBank
  • 5 September 2016: effective date of Scheme of acquisition
  • 6 September 2016: ARM delisted, cancellation of listing of ARM shares
  • 12 September 2016: cancellation of listing of ARM US Depositary shares (ADS)

Straight line from SoftBank’s acquisition of Vodafone-Japan to acquisition of ARM

In a detailed interview in Nikkei on 3 September 2016, Masayoshi son explained that he was interested in ARM ever since about 1906, when saw the paradigm shift from PC to mobile, when he discussed his designs for mobile internet handsets with Steve Jobs, and when he acquired Vodafone-Japan (see: Why did Vodafone fail in Japan? … and miss an opportunity of US$ 83 billion).

SoftBank’s acquisition of Vodafone Japan is explained here: Softbank acquires Vodafone Japan with co-investment from Yahoo KK

SoftBank’s acquisition of Vodafone Japan – in combination with having developed YAHOO-Japan into the leading internet service company in Japan – enabled SoftBank to become a key global player in mobile communications.

Masayoshi Son: unreciprocated love for ARM for 10 years

In the Nikkei interview of 3 September 2016, Masayoshi Son explains that he had an “one-sided / unreciprocated love for ARM” for at least 10 years, but decided to acquire SPRINT first. After acquiring SPRINT he had to pay down debt before being able to acquire ARM now.

ARM Holdings plc

ARM was founded on 27 November 1990 as Advanced RISC Machines, however the abbreviation ARM was first used in 1983 and initially meant “Acorn RISC Machines”.

Acorn Computers Ltd was founded in 1978 in Cambridge (UK) by Hermann Hauser and Chris Curry to produce computers, and its most famous product was the BBC Micro Computer.

ARM has built an ecosystem of IC design systems and platforms which are at the core of low energy consumption ICs and CPUs for smartphones and many other electronic devices and cars. ARM may become or already is one of the core technology companies for the Internet of Things (IoT).

SoftBank’s ARM Business Department’s name changed to “New Business Department”

On 3 September 2016 SoftBank announced that the name of SoftBank’s ARM Business Department has been changed to SoftBank New Business Department.

Preview – SoftBank today and 300 year vision report:

Register and receive an email with a link to a free trial version of our report on “SoftBank today and 300 year vision” and our newsletters.

Copyright (c) 2016 Eurotechnology Japan KK All Rights Reserved

Toray acquires Delta-Tech SpA to expand carbon fiber business in Europe

Toray acquires Delta-Tech: 55% of Italian fiber manufacturer Delta-Tech SpA including Delta-Preg SpA

Toray management program Project AP-G 2016: “thorough implementation of growth strategy through innovation and aggressive management”

Toray acquires Delta-Tech: acquires 55% of outstanding shares of the Italian prepreg manufacturer Delta-Tech SpA including the fully owned subsidiary Delta-Preg SpA.

Delta-Tech SpA and Delta-Preg SpA

Delta-Tech SpA was founded in 1999 for products in the composite materials industry.

Delta-Tech product groups include:

  • fabrics: woven carbon, multi axial stitched carbon, woven glass…
  • UD tapes: HS carbon fiber, IM carbon fiber etc
  • Kordo: pre-formed edging system
  • SIMS: Semi-impregnated micro-sandwich, laminates based on the use of non-woven needle punched fabrics with micro-sandwich structures. Applications are automotive body panels and personal protection equipment

Delta-Preg SpA was founded in 2001 and manufactures textiles.

Pre-preg

Pre-Preg are pre-impregnated composite fibers with a matrix material such as epoxy.

Toray’s medium term management program “Project AP-G 2016” (from April 2014 to March 2017)

Toray’s Project AP-G 2016 is part of Toray’s long term vision “AP-Growth TORAY 2020“, and follows “Project AP-G 2013.

Thorough implementation of growth strategy through “innovation and aggressive management”.

Key benchmarks for FY 2016:

  • Consolidated net sales: YEN 2.3 trillion (US$ 23 billion)
  • Consolidated operating income: YEN 180 billion (US$ 1.8 billion)
  • ROA 8%
  • ROE 10%

Toray’s long term vision “AP-Growth TORAY 2020“: become “a global top company of advanced materials”

AP-Growth TORAY 2020 is a unified growth map for the next 10 years based on Toray’s corporate vision of “contributing to society through the creation of new value with innovative ideas, technologies and products”.

Key KPI’s for AP-Growth TORAY 2020 (to be achieved around 2020)

  • consolidated net sales: YEN 3 trillion (US$ 30 billion)
  • Consolidated operating income: YEN 300 billion (US$ 3 billion)
  • Operating income margin: 10%
  • ROA: 10%
  • ROE: 13%

Toray Industries, Inc. (東レ株式会社) “Innovation by chemistry” (化学による革新と創造) (TSE 3402, LSE TKK)

Toray Industries, Inc. (東レ株式会社) was founded on 12 January 1926 with an investment by Mitsui Bussan. The company was incorporated as Touyou Rayon (東洋レーヨン) on 16 April 1926.

In 1970 the company name was changed to Toray KK (東レ株式会社). Toray is the abbreviation of Touyou Rayon (レーヨン).

Toray’s main business are:

  • fibers and textiles
  • plastics and chemicals
  • IT related products: films, color filters, products for IC production, graphics materials
  • carbon fiber composites
  • environment and engineering: water treatment membranes, materials for housing, environmental equipment
  • life science
  • other: analysis, research related services

Toray builds integrated supply chain in Europe

Through a program of acquisitions, Toray is building an integrated supply chain in Europe:

  • Delta-Tech SpA and Delta-Prepreg SpA
  • Saati SpA’s European carbon fiber fabric and prepreg business, renamed: Composite Materials (Italy) S.r.l., (CIT)
  • Alcantara S.p.A.: Trading activities, manufacture and marketing of ALCANTARA®, unique covering material
  • Toray Carbon Fibers Europe S.A. (CFE): polyacrylonitrile (PAN) precursor
  • Toray Films Europe S.A.S. (TFE)
  • Toray Textiles Central Europe s.r.o. (TTCE)
  • Euro Advanced Carbon Fiber Composites GmbH (EACC): Manufacture and marketing of CFRP parts and components for automobile
  • ACE Advanced Composite Engineering GmbH (ACE)
  • Toray International Europe GmbH (TIEU)
  • Toray Resins Europe GmbH (TREU): Import and sales of resin products
  • Greenery GmbH: Development, manufacturing, and sales of fuel cells and water electrolysis components
  • Toray Membrane Spain S.L. (TMSP): Marketing and consulting of water treatment membranes
  • Toray Membrane Europe AG (TMEu): Importing and Sales of RO membrane element, UF/MF hollow fiber membrane module, and submerged module of flat sheet membrane
  • Toray International U.K. Ltd. (TIUK): trading
  • Toray Textiles Europe Ltd. (TTEL): Weaving and dyeing of polyester filament textiles

Copyright·©2015 ·Eurotechnology Japan KK·All Rights Reserved·

Suzuki Volkswagen “Wagen-san” divorce: a teachable moment

Volkswagen VW Suzuki eurotechnology.com

“Mr. Suzuki didn’t want to be a VW employee, and that’s understandable” (Prof. Dudenhoeffer via Bloomberg)

Suzuki Volkswagen divorce: Volkswagen makes approx US$ 1.3 billion profit, Suzuki comes out more or less even

by Gerhard Fasol, All Rights Reserved. 18 September 2015, updated: 27 September 2015

A smiling Martin Winterkorn and Osamu Suzuki (79 years old at that time) looking the other way celebrated their freshly agreed “comprehensive partnership” at a press conference in Tokyo on December 9, 2009. Friends of mine who attended this press conference told me later that the lack of communication between Martin Winterkorn and Osamu Suzuki was quite visible to the audience, and that they already then had doubts about the future of this partnership.

Its interesting to look at the faces of Mr Winterkorn and Mr Suzuki in Reuters’ photograph of the occasion – a beaming Mr Winterkorn, and Mr Suzuki looking away from Mr Winterkorn – avoiding Mr Winterkorn’s eyes.

Wall Street Journal reported, that Suzuki and Volkswagen would negotiate details of their “comprehensive partnership” sometime later weeks or months after the announcement. We now know that these negotiations did not lead anywhere, and were never concluded.

Reuters reports that at the press conference VW CEO Martin Winterkorn focused on his plan to overtake Toyota as the global No. 1 carmaker in 2018 or earlier, Suzuki being obviously meant as a step to achieve this target to overtake Toyota and become No. 1 globally. According to Reuters, Volkswagen sold 3.265 million cars in the first half of 2009, and Suzuki sold 1.15 million – if combined, if Suzuki would become Volkswagen’s subsidiary, this would be 4.42 million compared to Toyota’s 3.564 million.

Suzuki Motor Corp. CEO Osamu Suzuki is reported by Reuters to have emphasized that he wanted to clear up any misunderstanding: he definitely did not want Suzuki to become a 12th brand for Volkswagen, and he does not want other people to tell him what to do – in reply to the question if he could see a German CEO for Suzuki Motor Corporation.

Suzuki Volkswagen alliance

Suzuki Volkswagen alliance time line

  • 9 Dec 2009: VW-CEO Martin Winterkorn and Suzuki-CEO Osamu Suzuki announced the “comprehensive partnership” at a press conference in Tokyo
  • 9 Dec 2009: Suzuki transferred 107,950,000 treasury shares to Volkswagen AG, valued approx at 226,695,000,000 yen (= approx. US$ 2.3 billion)
  • Suzuki acquired a 2.5% voting stake in Volkswagen for US$ 1.13 billion
  • 15 Jan 2010: VW purchased 19.89% of Suzuki shares for about € 1.7 billion
  • 1 July 2011: Osamu Suzuki publicly denounces “Wagen-san’s” intentions in his Japanese language blog in Japan’s Nikkei “スズキとワーゲンの今とこれから (鈴木修氏の経営者ブログ)” (“Suzuki and Wagen now and the way forward”) (may need Nikkei subscription)
  • Sept 2011: Suzuki’s Board decides to terminate the partnership
  • 18 Nov 2011: Suzuki gives notice to Volkswagen of termination of partnership, Volkswagen does not reply
  • 24 Nov 2011: Suzuki files for arbitration at International Court of Arbitration of the International Chamber of Commerce (ICC) in London
  • 30 Aug 2015: ICC Arbitration Court issues judgement and holds the termination of the partnership valid, orders VW to sell all Suzuki shares back to Suzuki, and orders Suzuki to pay damages for breaking the agreement
  • 17 Sep 2015 8:45am: Suzuki purchases back 119,787,000 of its own shares previously owned by VW back via Tokyo Stock Exchange ToSTNeT-3 system for 460,281,547,500 yen (approx. US$ 3.9 billion)
  • 26 Sep 2015: Suzuki announced the transaction to sell all 4,397,000 Volkswagen shares which Suzuki owns to Porsche Automobile Holding SE, completing the termination of the partnership and capital alliance with VW

No common language, colliding expectations and no “meeting of minds”

Much has been reported in the press about what went wrong with the Suzuki-Volkswagen alliance, and both parties obviously have a very different understanding of the development, and both sides will feel obliged to maintain confidentiality. The ICC arbitration is also confidential. Therefore it will be hard to establish the precise facts.

However, it is obvious, that from the start there was no “meeting of minds”.

Expectations were very different and on collision, and obviously were never discussed openly between VW and Suzuki at CEO level. Even if they had wanted to, without any common language any direct communication was impossible anyway between CEOs.

Suzuki apparently hoped to receive technology from Volkswagen, Suzuki is reported to have hoped for personnel support, workers from Volkswagen (?) – it is not clear to this author what Suzuki was planning to give in return. Suzuki apparently gave up on the hope to obtain Diesel engines from Volkswagen and in the end did so from Fiat, which Volkswagen claimed to be an infringement of the cooperation agreement, a view which seems to have been maintained by the ICC arbitrators.

It is obvious, that Volkswagen was aiming to acquire increasing stakes of Suzuki, and was aiming to make Suzuki a subsidiary under Volkswagen control. Volkswagen was particularly interested in Suzuki’s market position in India via Maruti Suzuki India Limited, and by Suzuki’s know-how in designing and producing cost-efficient small sized vehicles. Again its unclear what Volkswagen planned to give in return.

Reportedly, Volkswagen demanded to increase the holding of Suzuki shares to 33% to “facilitate technology transfer”.

In September 2011, Suzuki Motors’ Board of Directors decided to terminate the cooperation with VW, making Suzuki Volkswagen divorce unavoidable.

On 18 Nov 2011 Suzuki gave notice to Volkswagen of termination of the partnership, and asked for return of the Suzuki shares. Volkswagen held on to the Suzuki shares for the time being.

Osamu Suzuki denounces “Wagen-san” intentions publicly in his Japanese blog in Nikkei – the world’s largest business daily.

On 1 July 2011, Suzuki-CEO Osamu Suzuki chose to inform the world in great detail about his opinion and decisions about the relationship between Suzuki and “Wagen” (ワーゲン). This article is entitled “スズキとワーゲンの今とこれから (鈴木修氏の経営者ブログ)” (english translation: “Suzuki and Wagen now and the way forward” (Osamu Suzuki’s management blog)). Osamu Suzuki’s blog can be read here (may need Nikkei subscription).

Clearly, calling Volkswagen “Wagen” and “Wagen-san” already expresses Osamu Suzuki’s frustrations very clearly. We are not sure, but most likely Volkswagen CEO and top management probably read this blog a few days later once it was translated by VW’s Japanese staff.

With this blog article it was unmistakably clear to the world that the Suzuki-“Wagen” cooperation had been broken down without any possibility for repair, and makes the Suzuki Volkswagen divorce public.

Professor Ferdinand Dudenhoeffer, Director of the Center for Automotive Research at the University Duisburg-Essen according to Bloomberg, summarized: “Mr Suzuki didn’t want to be a Volkswagen employee, and that’s understandable”.

VW’s reply: “The tail is not going to wag the dog” (VW-CEO Winterkorn cited in Der Spiegel on 19 Sept 2011)

Germany’s leading intellectual and business weekly Der Spiegel on 19 Sept 2011 quotes VW-CEO Martin Winterkorn about the VW-Suzuki relationship: “Da wackelt der Schwanz nicht mit dem Hund” (the tail is not going to wag the dog).

In the same article Der Spiegel of 19 Sept 2011 states that if Suzuki terminates the cooperation agreement with Suzuki, then VW would be free to increase its ownership in Suzuki even to a majority ownership, and Der Spiegel quotes an unnamed top VW Manager: “Ich schließe dies Möglichkeit nicht aus” (I don’t exclude this possibility).

In the same article, Der Spiegel reports that in an unnamed VW Executive’s opinion, future acquisition of a majority of shares of Suzuki by VW has been agreed since the beginning of the negotiations: clearly exactly the opposite of Suzuki-CEO Osamu Suzuki’s public statements – pointing to a huge misunderstanding between both CEOs.

Suzuki Volkswagen divorce: ICC arbitration results

On 30 August 2015, Suzuki announced details of the arbitration in London and its result in a press notice.

According to Suzuki, Suzuki requested VW to terminate the alliance and the capital relationship, but VW apparently did not respond. Therefore, Suzuki gave notice on 18 Nov 2011 of the termination, and on 24 Nov 2011 Suzuki filed for arbitration with the International Court of Arbitration of the International Chamber of Commerce (ICC). Suzuki asked for termination of the agreement with VW, and to rule that VW should sell all Suzuki shares either directly to Suzuki, or to a third party determined by Suzuki.

One 30 August 2015, the ICC ruled:

  • Termination of Suzuki-VW Framework Agreement: Suzuki’s termination notice of 18 Nov 2011 is valid, and the alliance therefore ended on 18 May 2012.
  • Divestment of shares in Suzuki: VW must sell all shares of Suzuki either direct to Suzuki or to a third party nominated by Suzuki
  • Suzuki’s breaches of agreement: IIC found that Suzuki violated some parts of the Framework Agreement, and that damages to be paid by Suzuki to Volkswagen will be determined later.

Lessons to learn from the Suzuki Volkswagen divorce: communication & respect

  • “Comprehensive partnership” without meeting of minds does not work
  • Partnerships are hard when CEOs on both sides don’t have any language in common, thus can’t talk to each other
  • Hidden agendas destroy trust
  • Without trust partnerships don’t work
  • Processes and methods (e.g. acquisitions of minor players all over Europe) successful in Europe often don’t work in Japan
  • Partnerships without respect both ways don’t work
  • Renault and Carlos Ghosn show us how to build a Japanese-European car company alliance, Daimler (with Mitsubishi Motors) and Volkswagen (with Suzuki) show us how it does not work

Suzuki Volkswagen alliance: financial aspects

  • Volkswagen reportedly paid Suzuki 222.5 billion yen (= approx. US$ 2.5 billion) for 19.89% of Suzuki’s shares
  • Suzuki acquired a 2.5% voting stake in Volkswagen for US$ 1.13 billion

On December 9, 2009, Suzuki transferred 107,950,000 treasury shares to Volkswagen AG, valued approximately at 226,695,000,000 yen (= approx. US$ 2.3 billion)

On June 3, 2010, Suzuki announced the offer of additional shares to be issued by third-party allotment to Volkswagen AG to bring Volkswagen’s share up to 19.89% as follows:

  • 3,660,000 newly issued shares
  • issue price 1755 yen per share
  • total proceeds = 6,423,300,000 yen (= approx. US$ 64 million)

Suzuki announced to use the funds received from Volkswagen as follows:

  • 122,484 million yen (= approx. US$ 1.2 billion) for Research and development expenses focusing on environmentally friendly, next generation technology for automobiles
  • 100,000 million yen (= approx. US$ 1 billion) Reduction of interest-bearing liabilities to improve financial position (corresponding roughly to the purchase costs of Suzuki’s 2.5% stake in Volkswagen)

Suzuki Volkswagen divorce: financial aspects

On September 17, 2015, Suzuki announced the acquisition of treasury shares in order to acquire the shares in Suzuki held by Volkswagen AG:

  • Suzuki acquired 119,787,000 Suzuki common stock shares
  • Total amount paid: 460,281,547,500 yen (US$ 3.9 billion)
  • Date of acquisition: Sept 17, 2015
  • Method: Purchase through ToSTNeT-3 on the Tokyo Stock Exchange at 8:45am Thursday 17 Sept 2015 before regular trading hours

Tokyo Stock Exchange’s ToSTNeT (Tokyo Stock Exchange Trading NeTwork) was launched in 1998, and reestablished on Jan 15, 2008, and the ToSTNeT-3 was established specifically for listed companies to acquire their own shares.

Suzuki has more than 1 Trillion yen (US$ 8.3 billion) in cash, and paid for the share purchase in cash from cash reserves.

Volkswagen had informed Suzuki to have sold 111,610,000 shares corresponding to 19.89% of voting shares, corresponding to approx. 463 billion yen ($3.8 billion).

On September 26, 2015, Suzuki announced the sale of all 4,397,000 Volkswagen voting shares Suzuki owned to Porsche Automobile Holding SE

  • Suzuki sold 4,397,000 Volkswagen voting shares to Porsche Automotive Holding SE
  • Suzuki did not announce the sales value. At VW’s current (27 Sept 2015) share price of € 115.82, the total sale revenue is expected to be approximately € 509 million (= approx. US$ 570 million)
  • Completion of sale: Sept 30, 2015
  • Suzuki reports an extraordinary profit of YEN 36.7 billion (= approx US$ 304 million) on this sale.

Ignoring transaction costs, interest, opportunity cost, arbitration and legal fees etc. the balance looks as follows:

  • Volkswagen purchased the 19.89% stake in Suzuki for approx. US$ 2.5 billion and sold the same stake for approx. $3.8 billion, i.e. making approx. US$ 1.3 billion profit
  • Suzuki sold its 19.89% shares to Volkswagen for approx. US$ 2.5 billion, and now repurchased the same shares for approx. $3.8 billion. In parallel, Suzuki purchased 2.5% of Volkswagen voting shares for approx. US$ 1.13 billion. Thus Suzuki overall, theoretically, made a small loss of approx. US$ 30 million on these transactions plus may have to pay damages to VW for breach of contract to be determined later by ICC.

Purely financially, Volkswagen made approx. US$ 1.3 billion profit on this transaction, while Suzuki came out more or less unchanged except for the damages Suzuki may have to pay to Volkswagen.

Suzuki Motor Corporation (スズキ株式会社) – slogan: “Small Cars for a Big Future”

In FY2014, Suzuki sold 750,000 cars in Japan and 1,170,000 cars in India

Suzuki Motor Corporation (スズキ株式会社) was founded by Michio Suzuki (鈴木道雄) (18 Feb 1887 – 27 Oct 1982) in October 1909 as Suzuki Type Machine Manufacturing Workshops (鈴木式織機製作所) in Hamamatsu, Shizuoka-ken.

On 15 March 1920 Suzuki-type Machine KK (鈴木式織機株式会社) was founded, and renamed to Suzuki Motor Engineering KK (鈴木自動車工業株式会社) in June 1954. In October 1990, the company was renamed to today’s name: Suzuki Motor Co Ltd (スズキ株式会社).

Suzuki’s international business includes:

  • Maruti Suzuki India Limited (マルチ・スズキ・インディア)
  • Magyar Suzuki Corporation (マジャールスズキ)
  • Changan Suzuki (長安スズキ)
  • P.T. Suzuki Indomobil Motor (スズキ・インドモービル・モーター)

In FY2014, Suzuki sold:

  • 750,000 cars in Japan
  • 1,170,000 cars in India
  • however, in 2012 decided to end car sales in the USA

Maruti Suzuki India Limited (マルチ・スズキ・インディア) – slogan: “Way of Life!”

Sanjay Gandhi first tried to cooperate with Volkswagen, cooperation attempts with Volkswagen failed, leading to cooperation with Suzuki

Maruti Suzuki India Limited was established in 1981 as Maruti Udyog Limited.

On 16 Nov 1970, the company ‘Maruti technical services private limited’ (MTSPL) was founded by the Indian Government to lay the foundation for an Indian automotive industry, and Sanjay Gandhi was the first CEO.

Sanjay Gandhi contacted Volkswagen AG to seek a cooperation or joint-venture to produce an Indian version of the VW Käfer (Beatle). However, a cooperation with Volkswagen did not work out. The company failed in 1977, and was reborn as Maruti Udyog Ltd by Dr V. Krishnamurthy.

In 1982, Maruti Udyog Ltd and Suzuki entered into a licensing and joint venture agreement, which has developed very well into India’s largest automotive company: today’s Maruti Suzuki India Limited (マルチ・スズキ・インディア).

  • publicly traded (BSE: 532500, NSE: MARUTI)
  • Market capitalization: 1.33 trillion Indian Rupees (US$ 20.23 billion) (as of Sept 18, 2015)
  • Market share in India: approx. 37% (2012) – 45% (2014) of India’s passenger car market (45% for 2014 according to Nikkei Business Online)
  • 6900 employees
  • Suzuki ownership: increased from 26% to 40% in 1987, increased to 50% in 1992. Currently Suzuki owns 54% of Maruti Suzuki.

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Hitachi Rail Europe Ltd opens £82 million train factory in Newton Aycliffe, County Durham, UK

Hitachi

Hitachi received orders for 866 Intercity Express Program (IEP) carriages and for 234 carriages for Abellio’s ScotRail program, following 174 “Javelin” carriages

Hitachi Rail putting competitive pressure on Europe’s rail established rail manufacturers: Hitachi Rail has “on time delivery” at the top of the list of commitments to customers

Winning a series of train contracts, Hitachi Rail invested £82 million (= approx US$ 130 million) in a train manufacturing plant in Newton Wycliffe, Country Durham, UK.

Hitachi Rail Europe announced contracts for the following train carriages to be built in the Newton Aycliffe facility:

The £ 5.8 billion ($ 10 billion) Intercity Express Programme (IEP) was initiated in 2005 by the UK Department of Transport.

Earlier in 2004, Hitachi received an order for 29 6-car high-speed Class 395 “Javelin” trains (a total of 174 carriages), which went into regular service on 30 December 2009 on the Integrated Kent Franchise, between London St. Pancras Station and Ashford International Station, traveling this approx. 100km distance in 37 minutes, an average speed of 162 km/h.

For a background of the international business aspects of Hitachi, read an essay by the emeritus Chairman of Hitachi Europe, and emeritus Board Member of Hitachi Ltd. Sir Stephen Gomersall.

Hitachi Rail to challenge European rail manufacturers Siemens and Alstom

Europe is one of the world’s biggest rail markets, and has a number of established rail manufacturers including:

There has been a series of recent problems in Europe’s established rail industries, which may have contributed to Hitachi’s considerable business success in Europe:

Rail in Europe and in Japan are very very different stories

European rail services are predominantly owned, operated and controlled by Government agencies, and to some extent operations are contracted out for limited periods to private service operators, almost none of Europe’s rail services are fully privately owned and operated – a rare and very successful exception is the Jungfraubahn mountain railway.

Rail services in Japan on the other hand are largely owned and operated by a large number of private railways companies, most of which are very successful and profitable and growing and listed on the stock exchange.

Thus Hitachi Rail is used to satisfying the tough needs of very competitive and privately owned commercial rail operators, while Europe’s rail manufacturers to a large extent sell to Government controlled agencies, or directly to Governments, or under Government programs, such as UK’s Intercity Express Programme (IEP).

The Hitachi investment in context: maybe we see a shift in investment value from traditional manufacturing to intellectual business such as insurance and pharmaceutical research

Compare Hitachi’s £82 million (= approx US$ 130 million) with the recent acquisition of UK insurance company Amlin by Mitsui Sumitomo Insurance Company for £2.5 billion (approx. US$ 3.85 billion or ¥642 billion), or the acquisition of Cambridge/UK Heptares Therapeutics Ltd by the Japanese Sosei Group for US$ 400 million (US$ 180 million in cash plus up to US$ 220 million in incentives).

Of course we are comparing apples and oranges here, and the overall Intercity Express Programme (IEP) is on the order of £ 5.8 billion ($ 10 billion), but we may witness here a shift of investment value from traditional manufacturing to intellectual business such as insurance and pharmaceutical research here.

More about Japan’s electronics and electrical machinery industries

Report on Japan’s electronics industry sector (approx. 237 pages, pdf file)
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Mitsui Sumitomo Insurance Company to acquire UK insurance company Amlin

Amlin is an insurer operating the second largest syndicate in London’s Lloyd’s insurance market

Mitsui Sumitomo Insurance Company acquires Amlin for 2.5 billion pounds (approx. US$ 3.85 billion or ¥642 billion)

On Tuesday, September 8, 2015, Mitsui Sumitomo Insurance Company announced the planned acquisition of London based insurer Amlin plc for 2.5 billion pounds (approx. US$ 3.85 billion or ¥642 billion).

Since Amlin plc is traded on the London Stock Exchange, the acquisition process needs to follow a precisely defined process.

Mitsui Sumitomo Insurance Company offered to acquire 100% of shares (517,658,935 shares), offering 670 pence per common share.

The acquisition is expected to close between January and March 2016.

There has been a string of acquisitions in Europe by Japanese insurance companies, which you can find in our Japan to EU M&A register. Some examples are:

In addition, all major Japanese insurers are also active on London’s Lloyds Insurance market, and in other ways in Europe. And these deals are in addition to the acquisition of StanCorp Financial Group by Meiji Yasuda Life Insurance for US$ 5 billion, and HCC Insurance for US$ 7.5 billion by Tokyo Marine.

Mitsui Sumitomo Insurance Company

Mitsui Sumitomo Insurance Company is the company which has announced the planned acquisition of Amlin plc.

Mitsui Sumitomo Insurance Company was founded on October 21, 1918, and has about 14,859 employees on non-consolidate basis.

Mitsui Sumitomo Insurance Company was listed on the Tokyo Stock Exchange (Code: 8725), but was delisted on March 26, 2008, and became a 100% owned subsidiary of MS&AD Insurance Group Holdings KK, which was founded on April 1, 2008, and which assumed the Stock Exchange Code 8725.

Mitsui Sumitomo Insurance Company’s history goes back to 1893, when the Osaka Insurance Company was established.

Mitsui Sumitomo Insurance Group Holdings, Inc.

The Mitsui Sumitomo Insurance Group Holdings, Inc. was founded on April 1, 2008.

On April 1, 2010, The Mitsui Sumitomo Insurance Group Holdings, Inc. was merged with Aioi Insurance and with Nissay Dowa General Insurance Co., Ltd., and the resulting group was renamed: MS&AD Insurance Group Holdings KK.

MS&AD Insurance Group Holdings KK

MS&AD Insurance Group Holdings KK (Tokyo Stock Exchange Code = 8725) was founded on April 1, 2008.

MS&AD Insurance Group Holdings KK companies include:

Amlin plc

Amlin plc was founded on September 28, 1998 and has about 1900 employees.

Amlin plc’s business is a global insurer and reinsurer centered on Lloyd’s market in London. Amlin operates the second largest syndicate in Lloyd’s.

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