Visteon Announces Tender Offer to Acquire Remaining Public Shares of Korean Affiliate Halla Climate Control Corp.
Visteon Announces Tender Offer to Acquire Remaining Public Shares of Korean
Affiliate Halla Climate Control Corp.
PR Newswire
VAN BUREN TOWNSHIP, Mich., July 4, 2012
Transaction leverages combined strengths of world's second largest automotive
climate supplier, demonstrates Visteon's continued commitment to Korea
VAN BUREN TOWNSHIP, Mich., July 4, 2012 /PRNewswire/ --
o Integrated business will offer complete climate control portfolio and be
better positioned to create value for customers and shareholders
o Investment by Visteon to expand research and development and manufacturing
footprint in Korea
o Halla Climate Control to retain well-known brand name and Korean
management team
Visteon Corporation (NYSE: VC), which currently holds a 70 percent ownership
stake in Halla Climate Control Corp. (HCC, KS: 018880), said today that its
Korean subsidiary, Visteon Korea Holdings Corp., has announced a tender offer
to purchase the remaining 30 percent (32.0 million shares) of HCC for KRW 913
billion (USD 805 million) in cash. The offer is conditioned on shareholders
tendering a minimum of 26.7 million shares, for a total Visteon ownership of
at least 95 percent.
(Logo: http://photos.prnewswire.com/prnh/20001201/DEF008LOGO)
Visteon will offer KRW 28,500 per share, representing a premium of
approximately 15 percent to HCC's share trading price on the Korean exchange
on July 4. The offer is being funded through a fully committed local financing
facility of KRW 1 trillion.
Visteon also announced its intent to further invest in Korea to generate
continued advanced technologies for radiators, condensers, evaporators and
heater cores. Visteon intends to invest $50 million to build a
state-of-the-art wind tunnel and to expand its manufacturing footprint in
Korea, including establishing the world's largest variable swashplate
compressor production capability.
The transaction will strengthen Visteon's climate business through a more
efficient operating structure and demonstrates the company's commitment to a
long-term, global presence in the automotive climate control sector. HCC's
strength in developing advanced powertrain cooling technologies will support
and complement Visteon's strong research and development capabilities in the
U.S. and Germany, leading to continued advanced products for customers and
future growth.
Halla Climate Control will retain its well-known brand name, and its highly
respected Korean management team will remain in place and continue to fulfill
its roles and responsibilities. The reporting structure of the organization
will remain as it is today.
"Visteon is committed to the long-term success of our climate business," said
Don Stebbins, Visteon chairman, chief executive officer and president. "Full
ownership of HCC is an important next step in ensuring our continued global
competitiveness.
"This transaction will pave the way for HCC to play an even greater role in
the global climate market while reinforcing its leadership position in Korea,"
Stebbins added. "It also will facilitate future investment in climate
technology and fully leverage the companies' combined strengths and synergies
in engineering, manufacturing, purchasing and finance."
Since obtaining majority ownership of HCC from Ford Motor Company in 1999,
Visteon has supported HCC's approximately $1 billion investment to become a
more competitive global supplier, building on HCC's strong reputation in
Korea.
"World-class engineering is at the heart of Visteon and Halla success,"
Stebbins said. "We expect to hire additional engineering talent in the future,
in Korea and other key markets, to drive innovation and to help our customers
address new technology, environmental and regulatory trends."
As the world's second largest automotive climate control systems supplier,
Visteon and Halla Climate Control provide a wide range of products including
heating, ventilation and air conditioning (HVAC) systems, compressors, fluid
transport and powertrain cooling products.
The transaction has the unanimous support of Visteon's board of directors.
Goldman Sachs and Rothschild are acting as financial advisors to Visteon.
Conference Call and Webcast Information
Visteon will host a conference call and live audio webcast for the investment
community at 10 a.m. EDT on Thursday, July 5, to discuss the tender offer. The
dial-in numbers to participate in the call are:
U.S./Canada: 888-452-7086
Outside U.S./Canada: 706-643-3752
The conference call and webcast will be accessible through Visteon's website
at www.visteon.com.
Those interested in hearing a replay of the conference call can do so through
the company's website or by calling 855-859-2056 (toll-free if dialing from
the U.S. or Canada) or 404-537-3406 (international). To access the replay by
telephone, enter conference ID 98038736. The replay will be available by
telephone for one week following the conference call.
Visteon is a leading global automotive supplier that designs, engineers and
manufactures innovative climate, electronic, interior and lighting products
for vehicle manufacturers. With corporate offices in Van Buren Township, Mich.
(U.S.); Shanghai, China; and Chelmsford, UK; the company has facilities in 27
countries and employs approximately 25,000 people. Learn more
at www.visteon.com.
Halla Climate Control Corp. is a leading automotive components company based
in South Korea with 14 operations in North America, Europe and Asia. The
company develops and manufactures automotive climate control products,
including air-conditioning systems, modules, compressors and heat exchangers.
Founded in 1986, the company has continuously achieved progress and growth,
resulting in newly created value, through persistent technology development
and innovation. Halla Climate Control employs approximately 6,600 people.
SOURCE Visteon Corporation
Website: http://www.visteon.com
Contact: Media: Jim Fisher, +1-734-710-5557, jfishe89@visteon.com, Investors:
Scott Deitz, +1-734-710-2603, sdeitz@visteon.com
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