Company Achieves all US and EU Regulatory Clearances
Shaw Group and IHI to Co-invest in Westinghouse
TOKYO, Oct. 4 /PRNewswire/ -- 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
1. The Shaw Group Inc.
The Shaw Group Inc. is a leading global provider of engineering,
procurement, construction, technology, maintenance, fabrication,
manufacturing, consulting, remediation, and facilities management
services for government and private sector clients in the energy,
chemical, environmental, infrastructure and emergency response
markets. Headquartered in Baton Rouge, Louisiana, with over
$4 billion in annual revenues, Shaw employs approximately 22,000
people at its offices and operations in North America, South
America, Europe, the Middle East and the Asia-Pacific region. For
further information, please visit Shaw's website at
http://www.shawgrp.com.
2. Ishikawajima-Harima Heavy Industries Co., Ltd
Established in 1853, IHI is one of Japan's leading heavy
apparatus manufacturers, active in domains as diverse as airplane
engines, power generation plants, and shipbuilding. Toshiba and
IHI have a long established business relationship, especially in
the nuclear power plant businesses. IHI manufactured and supplied
reactor pressure vessels for all the BWR nuclear power systems in
Japan where Toshiba was the prime contractor. Toshiba will
continue to reinforce its relationship with IHI, seeking to
extend their successful track record to the global market.
SOURCE Westinghouse Electric Company
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Related links:
http://www.westinghousenuclear.com
http://www.toshiba.co.jp/about/press/index.htm
http://www.shawgrp.com
http://www.prnewswire.com/comp/127481.html /
CONTACT:
Toshiba Corporation Corporate Communications
(Japan), +81-3-3457-2105, or fax, +81-3-5444-9202; or Taylor
Gross (U.S.), +1-202-347-7943, or tgross@theheraldgroup.com, for
Westinghouse Electric Company
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