| Toshiba Announces Major Milestone in Westinghouse
4 October, 2006
all US and EU Regulatory Clearances
TOKYO--Toshiba Corporation today announced that it had passed a major milestone in its acquisition of BNFL USA Group Inc. and Westinghouse UK Limited (collectively Westinghouse): the completion and clearance of all necessary regulatory filings and reviews both in the United States and the EU including the anti-trust reviews, as of the end of September. Toshiba is now in the process of finalizing arrangements necessary to complete the transaction with BNFL, the current owner of Westinghouse, with a view to closing the acquisition in October 2006.
The company also announced that it has entered into partnership agreements with the Shaw Group, a major US engineering firm, and Ishikawajima-Harima Heavy Industries Co., Ltd. (IHI), a leading Japanese heavy electrical engineering company, that ensures their participation as strategic investment partners in Toshiba's acquisition of Westinghouse.
Toshiba's successful February 2006 bid for Westinghouse immediately attracted attention from leading enterprises in Japan and overseas, which recognized that the acquisition would create a world-class enterprise in the highly promising field of nuclear power engineering. Toshiba has subsequently engaged in comprehensive discussions on capital participation with a number of potential partners in terms of (1) long-term business strategy, (2) shared market vision, and (3) complementary relations in conducting business. As a result, Shaw and IHI will be Toshiba’s partners at the time of the closing, and Toshiba will continue to discuss potential partnerships with other companies.
At the closing, Toshiba's ownership interest will be 77%, Shaw’s 20%, and IHI’s 3%. Toshiba's investment in Westinghouse will amount to US$4,158 million.
Nuclear energy is attracting renewed attention around the world as an environmentally friendly energy source. In the US, a number of utility companies have recently announced new projects, the UK government has reviewed its energy policy in favor of nuclear solutions, and many Asian countries are showing strong interest in nuclear energy.
In these circumstances, Toshiba is seeking to establish a new ownership structure that will accelerate operations by the ownership group and fully meet global market requirements. Under the new structure, the three partners will promote complementary relations in manufacturing, engineering and sales and marketing, with the goal of becoming the global leader in nuclear power generation, capable of providing comprehensive, one-stop solutions including machinery and services in both BWR (Boiling Water Reactor) and PWR (Pressurized Water Reactor) systems.
1) Clearance of regulatory filings and reviews
Toshiba signed a US$5.4 billion purchase and sale agreement with BNFL in February 2006. Since then the company has seen the proposed acquisition through all necessary regulatory filings and reviews in the US, Europe and other countries.
Key clearance dates include the following: Committee on Foreign Investment in the US (CFIUS), June 1; Nuclear Regulatory Commission (NRC), September 15; EU Commission, September 19; US Department of Justice, September 28. With the grant of these approvals and clearances, Toshiba and BNFL are now positioned to complete the transaction.
2) Establishing Acquisition Companies and Contracts with Shaw and IHI
To accomplish the acquisition, Toshiba has established two acquisition companies in the U.S. and UK -- Toshiba Nuclear Energy Holdings (US) Inc. and Toshiba Nuclear Energy Holdings (UK) Limited, and they will acquire Westinghouse. The Shaw Group will acquire a 20% interest in the acquisition companies for US$1,080 million, and IHI will acquire a 3% interest for US$162 million.
3) Outline of Partners
The Shaw Group Inc.
2. Ishikawajima-Harima Heavy Industries Co., Ltd
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