ELNA CO., LTD.
14 November, 2014
Announcement of Capital and Business Alliance with TAIYO YUDEN
ELNA CO., LTD. (“ELNA”) today announced that ELNA has agreed to form a strategic business
alliance with TAIYO YUDEN CO., LTD. (“TAIYO YUDEN”) to have a stronger partnership. In order to
drive this partnership forward, TAIYO YUDEN takes a stake by receiving all ELNA’s Series “A”
preferred shares (“Preferred Shares”) owned by “Japan Industrial No.2 Fund” and “Japan Industrial
No.2 Parallel Fund”, who are ELNA’s shareholders.
1. Purpose of and Reason for Capital and Business Alliance
By focusing on the “Environmental and Energy” market and the “Vehicle Installation” market which
are expected to be further expanded, ELNA has pushed ahead with the business development for such
target markets, finding out new customers as well as releasing new products in our business of
"Capacitors" and "Print Circuit Boards". Providing the highest Quality and Services to our valuable
customers, by setting it as the top priority issue for our businesses, ELNA has worked on realizing our
task.
Meanwhile, TAIYO YUDEN is one of the largest manufacturers of electronic parts from Ceramic
Capacitors and others. TAIYO YUDEN, in their business of Capacitor, has the strength of global sales,
marketing, and manufacturing technology, as well as has a solid financial base. TAIYO YUDEN also
has worked out the same policy to focus on the business expansion in the “Environmental and Energy”
market and the “Vehicle Installation” market.
TAIYO YUDEN and ELNA are strong complementary relationship in products and sales channels, as
well as we can sympathize a management philosophy of each other.
In this regard, we have decided to form a capital and business alliance with each other as a strategic
partner in order to accelerate the business globally for the vehicle installation market and the industrial
machine market. We are confident that this partnership is considered as best for both companies.
With the aim of enhancing the corporate value of each company, TAIYO YUDEN and ELNA plan to
build up the stronger cooperative relation with each other and to explore heightening the synergy effect
of business alliance by respecting independence of respective management.
2. Details of Business Alliance
With a sprit of equal partnership under the alliance TAIYO YUDEN and ELNA aim to further expand
the business globally in the products and business domains agreed, by utilizing the management
resources with each other and complementing them effectively.
1) Cooperation in Development, Manufacturing, and Procurement of Electric Double Layer Capacitors
and Lithium Ion Capacitors for the “Vehicle Installation” market and “Industrial Machinery” market
By utilizing mutually respective technologies such as TAIYO YUDEN’s “Enlarging” and
“Lamination” technology and ELNA’s “Winding” technology, we enhance and launch the Product
Development and Mass Production suitable to the target markets.
2) Commoditizing know-how for Engineering and Manufacturing in the business of Capacitors
By mutually utilizing TAIYO YUDEN's "Manufacturing Engineering" and "Material Technology"
and ELNA's "Quality Control" and "Production Control" which is complying with the
requirements for “Vehicle Installation”, we enhance the performance of products suitable to the
"Vehicle Installation" and "Industrial Machinery" market.
3) Cooperation in Sales Expansion
By utilizing the mutual sales channels and network, we strive to expand sales globally.
3. Details of Capital Alliance
“Japan Industrial No.2 Fund” and “Japan Industrial No.2 Parallel Fund” (hereinafter collectively called
“JI Funds”) own total 15,000,000 ELNA’s common shares (“Common Shares”) and total 15,000,000
Preferred Shares. The shares which will be transferred to TAIYO YUDEN this time is all 15,000,000
Preferred Shares out of shares owned by JI Funds.
In connection with the share transfer from JI Funds to TAIYO YUDEN (“Share Transfer”), TAIYO
YUDEN’s ratio of shares issued against the total shares would be 26.5%, while JI Funds still have
Common Shares and JI Funds’ total ratio of voting rights would remain 26.5% before and after the
Share Transfer.
Also note that, along with this capital and business alliance, ELNA will not acquire TAIYO YUDEN's
shares.
Before Transfer
After Transfer
Shareholder
Ownership
of shares
Shareholder
Ownership
of shares
Japan Industrial No.2 Fund
13,756,000
TAIYO YUDEN
13,756,000
Japan Industrial No.2
1,244,000
TAIYO YUDEN
1,244,000
Parallel Fund
Note: “Japan Industrial No2 Fund” and “Japan Industrial No.2 Parallel Fund” are the funds operated by
Japan Industrial Partners Inc.
4. Company Outline of TAIYO YUDEN
Corporate Name
TAIYO YUDEN CO., LTD.
Head Office
6-16-20, Ueno, Taito-ku, Tokyo 110-0005, JAPAN
Date of Incorporation
23 March, 1950
Title and Name of
Representative
Eiji Watanuki – President and CEO
Stated Capital
JPY 23,557 million (as of 31 March, 2014)
Net Sales
JPY 208,222 million (Fiscal year ended March 2014)
*on consolidated basis
Number of Employees
16,435 (as of 31 March, 2014)
*on consolidated basis
Main Business
Ceramic capacitors
Inductors
Functional modules
SAW/FBAR devices for mobile communications
Major Shareholders and
Shareholding Ratio
(as of 30 September,
2014)
The Master Trust Bank of Japan, Ltd.
Japan Trustee Services Bank, Ltd.
State Street Bank and Trust Company
Sumitomo Mitsui Banking Corporation
BNP Paribas Securities
The Iyo Bank, Ltd.
The Bank of New York – Treaty Jasdec Account
Trust & Custody Services Bank, Ltd.
The Bank of New York - 1335222
Satoh Foundation for Orphans from Car Accidents
12.34%
6.31%
3.75%
3.32%
2.81%
2.49%
1.88%
1.87%
1.76%
1.59%
Relationship between the two companies
• Shareholding
• Personnel
• Transaction
• Applicability as a related party
No applicable
No applicable
No significant business transaction
No applicable
Financial results for most recent three years (million JPY except *)
• Fiscal Year ending March 31
• Consolidated Net Assets
FY2011
104,400
FY2012
115,814
FY2013
128,556
208,461
225,991
247,596
884.70
981.92
1,090.26
• Consolidated Net Sales
183,795
192,903
208,222
• Consolidated Operating Income (Loss)
▲8,010
4,850
11,358
• Consolidated Ordinary Income (Loss)
▲9,070
7,118
12,192
• Consolidated Net Income (Loss)
▲21,599
1,867
6,989
• Consolidated Net Income (Loss) per share*
▲183.70
15.88
59.38
5
10
10
• Consolidated Total Assets
• Consolidated Net Assets per share*
• Dividends per share*
5. Schedule
1)
2)
3)
Board meetings held by respective companies
Execution of the capital and business alliance agreement between the
two companies
Share transfer of ELNA’s Series “A” preferred shares owned by
“Japan Industrial No2 Fund” and “Japan Industrial No.2 Parallel Fund”
to TAIYO YUDEN
14 November, 2014
14 November, 2014
17 November, 2014
(Scheduled)
6. Future Prospects
The impact of the capital and business alliance on the business performance is unknown at present.
The related information will be promptly disclosed on once the significant impact comes up.
In connection with the influence of share transfer of ELNA’s Series “A” preferred shares from JI Funds
to TAIYO YUDEN, TAIYO YUDEN would be the owner of non-voting shares and held no voting right.
However, future when TAIYO YUDEN convert their owned Series “A” preferred shares to common
shares, then TAIYO YUDEN might be ELNA’s principal and largest stockholder with 26.5% ownership of
ELNA’s common shares.