Notice Concerning Agreement to Acquire Shares in U.S. Rolled Aluminum Sheet Manufacturer & Supplier
April 4, 2011
ITOCHU Corporation (Headquartered in Minato-ku, Tokyo; Masahiro Okafuji, President & CEO; hereinafter “Itochu”） and its wholly owned subsidiary, ITOCHU Metals Corporation (Headquartered in Minato-ku, Tokyo; Masaki Oka, President & CEO;hereinafter ’’IMC’’), are pleased to announce that the Consortium which is made up of ITOCHU, IMC and its joint partners,* have agreed with BP Company North America Inc. (Headquartered in Houston, Texas, USA; Steven Bray, President; hereinafter “BP”) with respect to the acquisition of 100% of the outstanding shares of ARCO Aluminum, Inc. (Headquartered in Louisville, Kentucky; Patrick Franc, President; hereinafter “ARCO”), a wholly owned subsidiary of BP serving as a manufacturer and supplier of rolled aluminum sheet.
*The joint partners (hereinafter together with Itochu Metals Corporation, collectively “the Partners”) are:
- Sumitomo Light Metal Industries, Ltd. (Headquartered in Minato-ku, Tokyo; Shigenori Yamauchi, President; hereinafter “SLM”);
- Furukawa-Sky Aluminum Corp. (Headquartered in Chiyoda-ku, Tokyo; Masateru Yoshihara, President & CEO; hereinafter "Furukawa-Sky")
- Sumitomo Corporation (Headquartered in Chuo-ku, Tokyo; Susumu Kato, President and CEO; hereinafter “Sumitomo Corp”);
1. Rationale and Details for the Acquisition of Shares
ARCO owns an approximate 45% interest in the aggregate assets in an aluminum rolling mill in Logan County, Kentucky (hereinafter, “Logan Mill”) that supplies aluminum sheet to beverage can makers and also owns a 60% stake in Logan Aluminum Inc. (Headquartered in Russellville, Kentucky, USA; Randy Schumaker, President; hereinafter “Logan”), the operator of Logan Mill. The other owner of interests in Logan and Logan Mill is Novelis Corporation (Headquartered in Atlanta, Georgia, USA; Philip Martens, President & CEO). Each of Arco and Novelis supplies its own primary metal inputs to Logan Mill for processing and owns and markets its own share of output. Arco and Novelis are parties to a series of joint venture agreements governing Logan and Logan Mill.
As for the management and control of ARCO, the Partners have set up a special purpose vehicle in the U.S. owning a whole stake in ARCO. This vehicle will urge the Partners to make important decisions through consultation.
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Profile of ARCO Aluminum Inc.
| Company Name | ARCO Aluminum Inc. |
|---|---|
| Establishment | 1984 |
| Headquarters Address | 9960 Corporate Campus Drive, Suite 3000, Louisville, Kentucky 40223 |
| Registered Capital | US$1,000 |
| Representative | President - Patrick Franc |
| Main Business | Manufacturing and distribution of aluminum products |
| Annual Turnover | Approximately US$900million (in 2010) |
| Annual Sales Volume | Approximately 300,000tons (in 2010) |
| Number of Employees | 32 |
Profile of BP Company North America Inc.
| Company Name | BP Company North America Inc. |
|---|---|
| Establishment | 1985 |
| Headquarters Address | 501 WestLake Park Blvd., Houston, Texas 77079 |
| Registered Capital | US$10,660 |
| Representative | President – Steven Bray |
| Main Business | Exploration and production of oil and gas |
| Number of Employees | Approximately 23,000 |
Profile of Logan Aluminum Inc.
| Company Name | BP Company North America Inc. |
|---|---|
| Establishment | 1985 |
| Headquarters Address | 501 WestLake Park Blvd., Houston, Texas 77079 |
| Registered Capital | US$10,660 |
| Representative | President – Steven Bray |
| Main Business | Exploration and production of oil and gas |
| Number of Employees | Approximately 23,000 |
Profile of Logan Aluminum Inc.
| Company Name | Logan Aluminum Inc. |
|---|---|
| Establishment | 1984 |
| Headquarters Address | U.S. Hwy. 431, Russellville, Kentucky 40232 |
| Registered Capital | US$1 |
| Representative | President - Randy Schumaker |
| Main Business | Manufacturing and distribution of aluminum products |
| Number of Employees | Approximately 1,000 (as of March 2011) |
Profile of joint holding company
| Company Name | ARROW Aluminum Holding Inc. |
|---|---|
| Headquarters Address | Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware |
| Registered Capital | US$5,000 |
| Representative | Co-CEO –Takayoshi Nakano (Director of Furukawa-Sky), Shigekazu Shiraishi (Director of SLM), and Masao Sekiuchi (Executive Officer of Sumitomo Corp) |
| Main Business | Holding equity of ARCO Aluminum Inc. |
2. Schedule
Between July and September 2011: Closing of the Share Acquisition (planned)
Note, however, that the closing date is subject to change depending on circumstances, such as the approval by competition authorities.
Note: This transaction was conducted with financial advices from “Morgan Joseph TriArtisan Capital, LLC” in New York.