Freudenberg and Toray to Purchase Japan Vilene

Freudenberg and Toray to acquire Japan Vilene

Freudenberg and Toray will split shares of the company, 75% and 25%, respectively.

Freudenberg SE and Toray Industries announced they will acquire all shares of Japan Vilene—the top manufacturer of nonwovens in Japan—through FT Holdings K.K., with Freudenberg and Toray to respectively own 75% and 25% of the common shares of the company. Currently, Freudenberg owns 33.4% of Japan Vilene (17647412 shares) – being the largest shareholder of the company—and Toray owns 17.49% (9242083 shares)—the second largest shareholder.

 Once the acquisition is final, Freudenberg and Toray will enter into a shareholders’ agreement with respect to the operation of Japan Vilene, which will require Freudenberg to obtain Toray’s prior consent when making decisions on certain material matters of the company. Additionally, transfer of the shares of Japan Vilene requires consent of the other party, and each party has the pre-emptive right in proportion to its shareholding ratio when the company issues new shares.

If the Tender Offer successfully completes, FT Holdings K.K. plans to accept an investment of JPY10140 million (USD 81.6 million) from Freudenberg and JPY 3380 million (USD 27.2 million) from Toray in addition to a loan of up to JPY 26000 million (USD 209.3 million) from Sumitomo Mitsui Banking Corporation, and plans to apply these funds for the settlement of the Tender Offer.

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