Integration of Two Pipe and Tube Companies in Thailand

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nipponsteel&sumitomo metalNippon Steel & Sumitomo Metal Corporation and its subsidiary NIPPON STEEL & SUMIKIN PIPE CO., LTD. (NSPC) hereby announce that Siam Nippon Steel Pipe Co., Ltd. (SNP) and THAI STEEL PIPE INDUSTRY COMPANY LIMITED (TSP), both NSSMC Group’s companies producing electric-resistance-welded pipe and tube in Thailand for years, decided to integrate them in July this year, and that these two companies have signed an amalgamation agreement on March 17, 2014.

The new company’s name is NIPPON STEEL & SUMIKIN PIPE (THAILAND) CO., LTD. (NSPCT).

1.Purpose of Integration

SNP, a former Nippon Steel Corporation’s subsidiary established in 1995, and TSP, a former Sumitomo Metal Industries Ltd.’s subsidiary established in 1963, have successfully developed electric-resistance-welded pipe and tube business, respectively in Thailand, providing its automotive industry with their quality products.

The two companies have decided to merge so they can satisfy their customers’ needs more effectively and accurately than ever before by consolidating business foundation and establishing a more efficient management structure as well.

2.Integration Outline

(1)Method of Integration

The integration will take the form of an amalgamation, in accordance with the laws and regulations of Thailand. SNP and TSP shall be dissolved and NSCPT shall assume all of their assets and liabilities.

The share exchange ratio is 1.07:1.00 as TSP: SNP.

(2)Schedule for Integration

The merger agreement between SNP and TSP has been signed on March 17, 2014, and the formation of NSPCT* will take place in July, 2014, provisionally.

*Subject to all necessary governmental approvals and licenses required to be obtained as well as all consents, approvals, waivers, and other necessary protective procedures for all the third parties, lenders, and creditors

3.Outline of NSPCT

(1) Name:
NIPPON STEEL & SUMIKIN PIPE (THAILAND) CO., LTD.

(2) Headquarters:
Amatanakorn Industrial Park, Chonburi 20000, Thailand (currently TSP’s headquarters)

(3) Nature of Business :
Manufacturing and sales of electric-resistance-welded pipe, tube, and parts provided for the automotive industry

(4) Capital: 1,149 million bahts

(5) Shareholders:
NIPPON STEEL & SUMIKIN PIPE CO., LTD. 57.6%; Sumitomo Corporation Group 15.5%; Mitsui & Co., Ltd. Group 7.8%; Okaya & Co., Ltd. Group 6.4%; Metal One Corporation Group 6.2%; Toyota Tsusho Corporation Group 3.1%; Mr. Wanchai 1.9%; NIPPON STEEL & SUMIKIN BUSSAN 1.3%; Toshida Kogyo Co., Ltd. 0.2%

(6)    Production Capacity: 176,000 metric tons/year

(7)    Number of Employees: 1,600

Reference: Profile of SNP and TSP
[SNP]
Nature of Business:
Production and sales of electric-resistance-welded pipe, tube, and parts provided for the automotive industry
Year of Establishment: 1995
Location: Siam Eastern Industrial Park, Rayong 21140, Thailand
Representative: Teruhisa Takamoto
Capital: 783 million bahts
Shareholders:
NIPPON STEEL & SUMIKIN PIPE CO., LTD. 60.5%; Okaya & Co., Ltd. Group 13.1%; Metal One Corporation 12.9%; Toyota Tsusho Corporation Group 6.4%; Mr. Wanchai 4.0%; NIPPON STEEL & SUMIKIN BUSSAN 2.6%; Toshida Kogyo Co., Ltd. 0.5%
Total Assets: 4,257 million baths (as of the end of 2013)
Number of Employees: 1,070 (as of the end of 2013)

[TSP]
Nature of Business:
Production and sales of electric resistance welded pipe and tube provided for the automotive industry
Year of Establishment: 1963
Location: Amatanakorn Industrial Park, Chonburi 20000, Thailand
Representative: Toshitaka Hara
Capital: 366 million bahts
Shareholders:
NIPPON STEEL & SUMIKIN PIPE CO., LTD. 55.0%; Sumitomo Corporation Group 30.0%; Mitsui & Co., Ltd. Group 15.0%
Total Assets: 4,663 million bahts (as of the end of 2013)
Number of Employees: 527 (as of the end of 2013)