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Daikin Goes Global in Plan to Acquire McQuay/OYL
May 18, 2006
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Daikin Industries, Ltd. (Osaka, Japan) said today it would acquire O.Y.L. Industries Bhd., based in Kuala Lumpur, Malaysia. OYL is a global HVAC producer and owns McQuay International (formerly SnyderGeneral Corporation, acquired in 1994).

The acquisition would vastly expand Daikin, which is regarded as the largest HVAC maker in Japan. Daikin says OYL is the fourth-largest Applied (large-scale commercial) air-conditioning equipment maker in the world and the third-largest commercial air-filtration manufacturer in the world, with revenue of approximately 168 billion yen (approx. $1.5 billion) and operating profit of approximately 11.5 billion yen (approx. $103 million) for the fiscal year ending June 30, 2005.

Daikin Number 2 After Carrier?

Combining Daikin and OYL will create the second-largest global air-conditioning OEM, according to many industry watchers - behind only Carrier Corporation (Farmington, Connecticut, U.S) and ahead of former number 2, American Standard's Trane.

Daikin said that its strength in ductless air-conditioning products, especially in high-value-added air-conditioning, would be augmented by OYL's strength in the Applied business segment, as well as its low-cost HVAC products made possible by its mass-production capability.

Regionally, Daikin has leading positions in Japan, Europe and Asia, while OYL has a solid presence in Asia and North America. Daikin says the acquisition will help it expand in what it calls the Global Eight Regions of Japan, Europe, Asia/Oceania, China, North America, Latin America, India, and the Middle East/Africa.

Two-Step Acquisition

Daikin will buy a 100-percent share in the business and concluded share purchase agreement with principal shareholders. Daikin expects to pay 5.73 MYR (Malaysia Ringgits) (approx. U.S. $1.59) per OYL ordinary share, for a total of approximately 7.608 billion MYR (approx. $2.11 billion).

The acquisition is expected to proceed in two steps. Daikin will initially purchase OYL shares through direct business transactions with two parties. One party is the largest OYL shareholder, Hong Leong Secretarial Services Sdn. Bhd., part of Malaysian investment holding group Hong Leong Group (Malaysia), with approximately 40 percent of OYL's outstanding shares. The second party is OYL President and CEO Liu Wan Min, with approximately 5.2 percent of OYL shares. The purchase price for the combined 45.2-percent stake is approximately 3.441 MYR billion (approx. $955 million).

The second step of the acquisition will entail the launch of Mandatory General Offer (an MGO, or public tender offer in Malaysia) for remaining OYL shares from other public shareholders. The price paid in the MGO will be 4.167 MYR billion (approx. $1.156 billion), if all remaining OYL shareholders accept the offer.

The acquisition is subject to approval by Malaysia as well as antitrust clearance in relevant countries. The stock purchase from Hong Leong Secretarial Services and from OYL's Liu Wan Min is due at the beginning of July 2006, and settlement for tendered shares by other OYL shareholders under the MGO is due at the end of September 2006.

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