May 25, 2018
To Whom It May Concern:
Company: Sumitomo Heavy Industries, Ltd.

Representative: Shunsuke Betsukawa

Representative: President and Chief Executive Officer

Code: 6302

Contact: Michiko Watanabe General Manager

Contact: Corporate Communications Department

Phone: +81-3-6737-2333

Notice Regarding the Acquisition of Shares of Electric Motors and Drives manufacturer in Italy, Lafert Group and its
shareholding companies
At a Board of Directors meeting held today, a resolution was passed to acquire all outstanding share capital of Lafert S.p.A.
and all the stated capital of 9FIN S.r.l. and 3FIN S.r.l. (hereinafter referred to as either individually or collectively “Lafert”), a
Italy-based manufacturer and distributor of high graded electric motors. As a result of this transaction, Lafert will become asubsidiary of Sumitomo Heavy Industries, Ltd. (hereinafter referred to as “SHI” or the “Company”). Details of the transaction
are provided below:
DETAILS
1.

Reasons for Acquisition

Lafert, established in 1962 at San Donà di Piave, Venezia, Italy, is a provider and industrial innovator of customized ElectricMotors and Drives with strategic focus on the areas of Industrial Automation, Energy Saving and Wind Power. Lafert excels
in supporting its customers to improve performance and achieve environmentally friendly and energy efficient operation.
Also, Lafert has its own state-of-art R&D capability to offer a unique solution to the wide range of industrial customers andproduces over 90% of non-standard products to meet customers’ specifications.
With the acquisition of Lafert, SHI will be able to reinforce its strategic position in the electric motors industry andmachineries electrification. Both SHI and Lafert are expected to expand the product portfolio and to service a wide range ofcustomers with more comprehensive set of solutions. The Company plans to utilize the technologies derived from Lafert’s
research and development activities into its products, with the aim to achieve business expansion in such areas as electricmotors, gear motors and servomotors.
2.

Summary of Subsidiaries Being Transferred

Lafert S.p.A.
(1)

Name

Lafert S.p.A.

(2)

Address

J.F. Kennedy, 43 30027 San Donà di Piave - Venezia, Italy(3)

Name and Title ofReprensentative

Chairman, Luca Trevisiol(4)Business Operations

Manufacturer and distributor of electric motor and electric equipment(5)

Paid-Up Capital

EUR 3,483,872(6)

Date of Establishment

October 25th, 1962

(7)

Major Shareholders andShareholdings(8)

9FIN S.r.l. (25%), 3FIN S.r.l. (25%)

Relationship Between

Capital Ties

Not Applicable

Subject Company andPersonnel Ties

Not Applicable1

Publicly-TradedCompany(9)Transactional Ties

Not Applicable

Financial Performance and Condition of the Subject Company for the Most Recent Three Year Period(in JPY million, otherwise specified)Accunting Period

Period Ending

Period Ending

Period Ending

December 2015

December 2016

December 2017

Net Assets

2,672

3,280

3,949

Total Assets

14,004

14,735

15,794

Sales

18,17718,066

19,670Operating Income

1,409

1,408

1,305

Net Income for the Period

882875889* FX rate: EUR 1.00 = JPY 131.88
9FIN S.r.l.
(1)

Name

9FIN S.r.l.

(2)

Address

San Donà di Piave (VE) - via Cesare Battisti, n. 45(3)Name and Title ofReprensentative

Director: Andrea Novello(4)

Business Operations

Shareholding company(5)

Paid-Up Capital

EUR 100,000(6)Date of Establishment

March 01, 2006(7)Total Assets

EUR 2,309,000(8)Net Assets

EUR 2 ,277,000(9)Major Shareholders andShareholdings(10)

Not Disclosed

Relationship Between

Capital Ties

Not Applicable

Subject Company andPersonnel Ties

Not ApplicablePublicly-Traded

Transactional

CompanyTies

(1)

Name

3FIN S.r.l.

(2)

Address

San Donà di Piave (VE) - via Tintoretto, n. L

Not Applicable

3FIN S.r.l.

(3)

Name and Title of

Director: Fabrizio Trevisiol

Reprensentatives

Director: Luca Trevisiol(4)

Business Operations

Shareholding company(5)

Paid-Up Capital

EUR100,000(6)Date of EstablishmentMarch 01, 2006

(7)

Total Assets

EUR 3 ,651,000(8)Net Assets

EUR 3 ,651,000(9)Major Shareholders andShareholdings(10)

Not Disclosed

Relationship Between

Capital Ties

Not Applicable

Subject Company andPersonnel Ties

Not ApplicablePublicly-Traded

Transactional

CompanyTies

Not Applicable2

3.

Summary of Current Shareholder

Due to a confidentiality agreement, the Company has an obligation to maintain confidentiality and not disclose theCurrent Shareholder information. There is no capital, personal, or transactional relationships between the Shareholders
and the Company including its group companies.
4.

Number of Shares Being Acquired, Acquisition Price and State of Share Ownership Before and After Acquisition

Lafert S.p.A.
(1)

Number of Shares

0 shares

Held Prior to the(Number of voting rights: 0)

Transaction(Proportion of voting rights held: 0.0%)
870,968 shares(2)

Acquired shares(3)

Acquisition Price

JPY 7,297 million *1

Number of Shares

870,968 shares

Held After the(Number of voting rights: 1,161,291)

Transaction(Proportion of voting rights held: 100.0%)(4)(Number of voting rights: 1,161,291)

9FIN S.r.l.
Percentage of Quotas(1)Held Prior to theTransaction0%(Proportion of voting rights held: 0.0%)(2)

Acquired quotas

100%

(3)

Acquisition Price

JPY 7,297 million *1

Percentage of Quotas(4)

Held After theTransaction

100%(Proportion of voting rights held: 100.0%)

3FIN S.r.l.
Percentage of Quotas(1)

Held Prior to theTransaction0%(Proportion of voting rights held: 0.0%)(2)

Acquired quotas

100%

(3)

Acquisition Price

JPY 7,383 million *1

Percentage of Quotas(4)

Held After theTransaction

100%(Proportion of voting rights held: 100.0%)*1 Total acquisition price is EUR 166.65 million (JPY 21,978 million) and an earn-out of up to EUR 6 million (JPY 791 million)
may be paid additionally depending on the financial outcome for the calendar years 2019 or 2020
5.

Key Timeline of Transaction(1) Date of Resolution at a Board of Directors Meeting

May 25, 2018

(2) Date of Signing the Equity Purchase Agreement

May 25, 2018(3) Execution Date of Share Transfer*

By the end of June, 2018

* The closing of the Transaction is subject to antitrust clearance in the relevant counties as well as other customary closing conditions.

3

6.

Future Outlook

The impact of this transaction on SHI’s consolidated financial performance is expected to be minimal. However, if it isdiscovered that this transaction will have a significant impact on consolidated financial performance, SHI will disclosesuch information as soon as practicable.

4