Corning Incorporated: Corning and Samsung Strengthen Strategic Collaborations
Corning to acquire full ownership of SCP, enabling significant synergies
Corning's board authorizes additional $2 billion share repurchase program
Actions expected to be immediately accretive on fully diluted basis for
CORNING, N.Y., October 22, 2013- Corning Incorporated (NYSE: GLW) announced
today that it is entering into a series of strategic and financial agreements
with Samsung Display Co., Ltd., intended to strengthen product and technology
collaborations between the two companies. These agreements will allow Corning
to extend its leadership in specialty glass and drive earnings growth. Corning
expects the transactions to close in the first quarter of 2014.
The series of transactions, subject to closing conditions being met, will
*Corning obtaining full ownership of Samsung Corning Precision Materials
Co., Ltd. (SCP), an unconsolidated equity venture with Samsung Display
that manufactures LCD glass in Korea. Samsung Display currently owns 43%
*After redemption of their interest in SCP, Samsung Display's investment in
new convertible preferred shares of Corning with an aggregate face amount
of $1.9 billion.
*Corning's acquisition of the other shareholders' minority interests in SCP
for an expected proportional cash payment.
*Samsung Display's additional $400 million investment in Corning by
subscribing to new convertible preferred shares.
*Using Corning's current share count, Samsung Display's combined investment
in Corning would result in approximately 7.4% ownership on an as-converted
*A new long-term LCD display glass supply agreement between Corning and
Samsung Display through 2023.
*A strengthening of the two companies' technology collaborations on
strategic product development and commercialization initiatives.
In addition, Corning's board of directors has authorized an additional $2
billion of share repurchases through Dec. 31, 2015, dependent upon the
"We are excited to enter this new era of collaboration in our 40-year equity
relationship with Samsung, one of the world leaders in consumer electronics,"
Wendell P. Weeks, chairman, chief executive officer and president, said. "The
agreements provide important financial and strategic benefits to both Corning
"Corning and its shareholders will realize attractive financial returns as the
transactions produce immediate earnings accretion through the addition of the
remainder of SCP, substantial cost synergies and significant incremental free
cash flow. Our new long-term supply agreement will provide Corning steady
demand in the global LCD market. By leveraging SCP's fusion-based
manufacturing assets, we will further extend our leadership in advanced glass.
This affords us greater flexibility in servicing customers, managing capacity,
and minimizing capital spending as we expand production of Corning^® Gorilla^®
Glass and pursue new specialty glass applications," he added.
"We are pleased to have an opportunity to strengthen the strategic ties
between our two companies," Kinam Kim, president and chief executive officer
of Samsung Display, said. "We look forward to concentrating our efforts and
combining our expertise in product development with Corning's renowned
leadership in glass technologies to develop new market opportunities in
consumer products and other industries."
Corning Expects to Realize Immediate and Long-Term Financial Benefits
"Shareholders will benefit from access to $1.2 billion which represents
Corning's share of existing cash on SCP's balance sheet, as well as the
cumulative incremental free cash flow going forward, which could total $2
billion over the next four years," Weeks said. The structure of the
transaction will also immediately increase Corning's domestic cash balances.
He added, "Synergies from integrating our worldwide fusion glass assets should
approach $100 million pretax in 2015 and continue to grow thereafter. We
believe that accretion to Corning's core earnings per share, on a fully
diluted basis of approximately 20% in 2014 and 2015, can be generated from the
combination of profits from the soon-to-be acquired 50% of SCP; the resulting
manufacturing synergies; and the impact of the additional share repurchase
program. The impact of the additional share repurchase program should offset
the potential dilution of shares embedded in the convertible preferred
security. The transaction should add approximately $2 billion in annual sales;
$350 million in incremental profit before special items; and approximately
$500 million in additional cash flow to Corning."
Corning also expects to realize increased flexibility in glass-melting
capabilities, which should bring added capital savings. Furthermore, the
company will re-evaluate the need for major capital expenditures for
additional fusion glass manufacturing assets.
The new convertible preferred shares will have an annual 4.25% coupon and are
convertible into common shares based on a price of $20 per common share. The
preferred shares are not convertible for seven years, subject to certain
exceptions, and contain only limited voting rights until conversion. Effective
today, Corning and Samsung have entered into a standstill agreement that
limits Samsung's activities with respect to Corning's shares and governance.
Effective upon closing, a shareholder agreement between Corning and Samsung
will limit Samsung's ownership to no more than 9% of Corning's common shares
on an as-converted basis. The transaction contains a re-pricing mechanism that
will account for changes in SCP's glass prices, volume and Japanese yen to
U.S. dollar exchange.
Corning has LCD glass manufacturing operations in the United States, Japan,
Taiwan and China. Samsung Corning Precision Materials has LCD glass
manufacturing facilities in Korea. Following completion of the transaction,
the SCP organization will be integrated into Corning's Display Technologies
segment. Corning will be able to service all specialty glass customers in all
regions directly, utilizing its manufacturing facilities throughout Asia. U.S.
Corsam Technologies LLC, and Samsung Corning Advanced Glass LLC, both equity
affiliates established between Corning and Samsung Display, will continue
under their current agreements.
Conference Call Information
The company will host a conference call on Tuesday, Oct. 22, 2013 at 4:30
p.m., ET. To participate, please call toll free (800) 230-1085 or for
international access call (612) 332-0228 approximately 10-15 minutes prior to
the start of the call. The password is 'CORNING INCORPORATED OCTOBER 22^ND
CONFERENCE CALL.' The host is 'NICHOLSON'. To listen to a live audio webcast
of the call, go to Corning's Web site at www.corning.com/investor_relations
and click Investor Events on the left. A replay will be available beginning at
approximately 6:30 p.m., ET and will run through 12 a.m. ET Tuesday, Nov. 12,
2013. To listen, dial (800) 475-6701 or for international access dial (320)
365-3844. The access code is 306287. The webcast will be archived for one year
following the call.
Presentation of Information in this News Release
Non-GAAP financial measures are not in accordance with, or an alternative to,
GAAP. Corning's non-GAAP financial measures exclude the impact of items that
are driven by general economic conditions and events that do not reflect the
underlying fundamentals and trends in the Company's operations.The company
believes presenting non-GAAP financial measuresassists in analyzing financial
performance without the impact of items that may obscure trends in the
company's underlying performance. Detailed reconciliations outlining the
differences between these non-GAAP measures and the most directly comparable
GAAP measure can be found on the company's website by going to
www.corning.com/investor_relations and clicking Financial Reports on the
left.These reconciliations also accompany this news release.
Forward-Looking and Cautionary Statements
This press release contains "forward-looking statements" (within the meaning
of the Private Securities Litigation Reform Act of 1995), which are based on
current expectations and assumptions about Corning's financial results and
business operations, that involve substantial risks and uncertainties that
could cause actual results to differ materially. These risks and uncertainties
include: the effect of global political, economic and business
conditions;conditions in thefinancial and credit markets;currency
fluctuations;tax rates; product demand and industry capacity; competition;
reliance on a concentrated customer base; manufacturing efficiencies; cost
reductions; availability of critical components and materials; new product
commercialization; pricing fluctuationsandchanges in the mix of sales
between premium and non-premium products;new plant start-upor
restructuringcosts; possible disruption in commercial activities due to
terrorist activity, armed conflict, political or financial instability,
natural disasters, adverse weather conditions, or major health concerns;
adequacy of insurance; equity company activities; acquisition and divestiture
activities; the level of excess or obsolete inventory; the rate of technology
change; the ability to enforce patents; product and components performance
issues; retention of key personnel; stock price fluctuations; and adverse
litigation or regulatory developments.These and otherrisk factors
aredetailedin Corning's filings with the Securities and Exchange
Commission.Forward-looking statements speak only as of the day that they are
made, and Corning undertakes no obligation to update them in light of new
information or future events.
About Samsung Corning Precision Materials
Samsung Corning Precision Materials is a South Korea-based manufacturer of LCD
glass for flat panel displays. The business was formed as an equity venture in
1995 between Corning (50% ownership), Samsung (42.6% ownership) and minority
ownership of the remainder (7.4%). In 2012, SCP recorded net sales of $3.1
billion with net income of $1.4 billion. Corning includes full financial
statements for SCP in its annual report.
About Samsung Display Co., Ltd.
Samsung Display Co., Ltd. is a global leader in display panel technology and
products. Employing approximately 39,000 people at seven production facilities
and nine sales offices worldwide, Samsung Display specializes in high-quality
displays for consumer, mobile, IT and industrial usage, including those
featuring OLED (organic light emitting diode) and LCD technologies. As a total
solution provider, Samsung Display strives to advance the future with
next-generation technologies featuring ultra-thin, energy-efficient, flexible,
and transparent displays. For more information, please visit
About Corning Incorporated
Corning Incorporated (www.corning.com) is the world leader in specialty glass
and ceramics. Drawing on more than 160 years of materials science and process
engineering knowledge, Corning creates and makes keystone components that
enable high-technology systems for consumer electronics, mobile emissions
control, telecommunications and life sciences. Our products include glass
substrates for LCD televisions, computer monitors and laptops; ceramic
substrates and filters for mobile emission control systems; optical fiber,
cable, hardware & equipment for telecommunications networks; optical
biosensors for drug discovery; and other advanced optics and specialty glass
solutions for a number of industries including semiconductor, aerospace,
defense, astronomy, and metrology.
Media Relations Contact:
Daniel F. Collins
Investor Relations Contact:
Ann H. S. Nicholson
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(ii) they are solely responsible for the content, accuracy and originality of
information contained therein.
Source: Corning Incorporated via Thomson Reuters ONE
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