April 17, 2018
For Immediate Release

Company name: TOPY INDUSTRIES, LIMITED
Representative: Nobuhiko Takamatsu, President and CEO(Code number: 7231 Tokyo, Nagoya stock exchanges)
Contact: Shuichi Tachibana, Operating Officer andGeneral Manager, General Affairs Department(TEL. 03-3493-0777)
Notice Concerning Acquisition of Shares of ATC Holdings Co., Ltd. (Conversion into aSubsidiary)

Topy Industries, Limited (hereinafter, “the Company”) hereby announces that the Company, at its
Board of Directors’ meeting held on April 17, 2018, resolved to acquire all shares issued by ATCHoldings Co., Ltd. (hereinafter, “ATCHD”), a holding company of ASAHI TEC Corporation(hereinafter, “ASAHI TEC”), thereby converting ATCHD into a wholly owned subsidiary. The details
are as follows.
Going forward, fair trade commissions and/or other related authorities will examine reports
submitted pursuant to antimonopoly laws and/or other competition laws in the respective countries.
The implementation of the share acquisition depends on the results of this examination confirmingthat there are no factors preventing the implementation of the share acquisition.
1. Reasons for the share acquisition
The Company positions the automobile business as a growth driver in “Growth & Change 2018,”
its ongoing mid-term consolidated management plan, and aims to achieve sustained growth byaccelerating global business development. With this goal in mind, it has decided on the shareacquisition, thereby enabling a new base structure of its global supply system of aluminum
wheels.
The global production of automobiles will increase on a long-term basis, and demand forautomobile wheels is expected to pick up especially in emerging countries. In addition, needs foraluminum wheels are forecast to grow further from the perspective of refined design andenvironmentally conscious weight reductions.
ASAHI TEC has been designing and developing aluminum wheels in Japan, which aremanufactured by its competitive group companies located in China and Thailand and supplied
globally, mainly to Japanese automobile manufacturers.
The Company has already structured a global supply system of steel wheels with its alliance-1-partners and is supplying the world’s main automobile manufacturers. In terms of aluminum
wheels, production base has been limited to within Japan specializing on high value-added
products, and the challenge has been to take in the expanding global demand.
The shares acquisition will combine the management resources of the two companies and willenable a synergy effect not only in terms of sales but in all areas including higher quality productand productivity improvement. By doing so, we will steadily incorporate the globally expanding
aluminum wheel demand.
2. Overview of the company to be transferred (ATCHD)
(1)

Name

ATC Holdings Co, Ltd.

(2)

Location

3311-1, Higashiyokoji, Kikugawa-shi, Shizuoka

Position and name

Tatsuya Hayashi, Representative Director(3)(4)

of representative
Description ofbusiness activities

Management of subsidiaries that manufacture and sell aluminum
wheels for automobiles and two-wheeled vehicles and aluminum castcomponents for automobiles.

(5)

Capital

100 million yen(6)Date of foundation

November 30, 2011
Unison Capital III (F), L.P.
Unison Capital Partners III Investment
Partnership

(7)

Major
shareholders

Unison Capital III (A), L.P.
Unison Capital III (B), L.P.
Unison III Co-Investments (F), L.P.
Unison III Co-Investments (A), L.P.
Unison III Co-Investments (B), L.P.
Unison Capital III Co-Investment
Partnership(8)

Relationship

Capital relationship

Not applicablebetween the

Personnel relationship

Not applicable

Business relationship

Not applicableCompany andATCHD(9)

Consolidated business performance and consolidated financial conditions of ATCHD for themost recent three years.
Fiscal year

Fiscal 2014

Fiscal 2015

Fiscal 2016

Consolidated sales

77,822 million yen

37,960 million yen

30,795 million yen* The above overview describes the content that the company from which the shares will beacquired has agreed to in disclosing.

-2-3. Overview of the sub-subsidiary to be transferred (ASAHI TEC Corporation)
(1)

Name

ASAHI TEC Corporation(2)

Location

3311-1, Higashiyokoji, Kikugawa-shi, Shizuoka

Position and(3)name ofHideki Aoyama, Representative Director

representative
Description of

Manufacturing and sale of aluminum wheels for automobiles andbusiness activities

two-wheeled vehicles and aluminum cast components for automobiles.

(5)

Capital

100 million yen(6)Date of foundation

August 8, 1938

(4)

Major
(7)

shareholders andATC Holdings Co., Ltd. 100.00%

shareholding ratio(8)

Relationship

Capital relationship

Not applicablebetween thePersonnel relationship

Not applicable

Business relationship

Not applicableCompany andASAHI TEC

Consolidated business performance and consolidated financial conditions of ASAHI TEC(9)for the most recent three years.
Fiscal year

Fiscal 2014

Fiscal 2015

Fiscal 2016

Consolidated net assets

27,301 million yen

14,201 million yen

11,890 million yen

64,709 million yen

26,156 million yen

22,766 million yen

77,822 million yen

37,960 million yen

30,795 million yen

1,407 million yen

365 million yen

810 million yen

1,402 million yen

63 million yen

680 million yen

1,151 million yen

1,231 million yen

8,227 million yen

Consolidated total
assetsConsolidated sales
Consolidated operating
profitConsolidated ordinary
profitProfit attributable toowners of parent* The above overview describes the content that the company from which the shares will beacquired has agreed to in disclosing.
4. Overview of the company from which the shares will be acquired(i) Unison Capital III (F), L.P.
(1)

NameUnison Capital III (F), L.P.

(2)

Location

Deutsche Bank (Cayman) Limited, 171 Elgin Avenue, Boundary Hall,-3-Cricket Square, PO Box 1984, George Town Grand Cayman,
KY1-1104 Cayman Islands(ii) Unison Capital Partners III Investment Partnership
(1)

Name

Unison Capital Partners III Investment Partnership(2)

Location

4-1 Kioicho, Chiyoda-ku, Tokyo(iii) Unison Capital III (A), L.P.
(1)

Name

Unison Capital III (A), L.P.
Deutsche Bank (Cayman) Limited, 171 Elgin Avenue, Boundary Hall,(2)

Location

Cricket Square, PO Box 1984, George Town Grand Cayman,
KY1-1104 Cayman Islands(iv) Unison Capital III (B), L.P.
(1)

NameUnison Capital III (B), L.P.
Deutsche Bank (Cayman) Limited, 171 Elgin Avenue, Boundary Hall,(2)

Location

Cricket Square, PO Box 1984, George Town Grand Cayman,
KY1-1104 Cayman Islands(v) Unison III Co-Investments (F), L.P.
(1)

Name

Unison III Co-Investments (F), L.P.
Deutsche Bank (Cayman) Limited, 171 Elgin Avenue, Boundary Hall,(2)

Location

Cricket Square, PO Box 1984, George Town Grand Cayman,
KY1-1104 Cayman Islands(vi) Unison III Co-Investments (A), L.P.
(1)

Name

Unison III Co-Investments (A), L.P.
Deutsche Bank (Cayman) Limited, 171 Elgin Avenue, Boundary Hall,(2)

Location

Cricket Square, PO Box 1984, George Town Grand Cayman,
KY1-1104 Cayman Islands(vii) Unison III Co-Investments (B), L.P.
(1)

Name

Unison III Co-Investments (B), L.P.
Deutsche Bank (Cayman) Limited, 171 Elgin Avenue, Boundary Hall,(2)

Location

Cricket Square, PO Box 1984, George Town Grand Cayman,
KY1-1104 Cayman Islands-4-(viii) Unison Capital III Co-Investment Partnership
(1)

Name

Unison Capital III Co-Investment Partnership(2)

Location

4-1 Kioicho, Chiyoda-ku, Tokyo*The Company has no particular capital, personnel or business relationship with the company
from which the shares will be acquired.
The above overview describes the content that the company from which the shares will beacquired has agreed to in disclosing.
5. Number of shares acquired, acquisition price and status of shares held before and afteracquisition(1)

Number of shares

0 sharesheld prior to(Number of voting rights: 0)transfer(Ownership of voting rights: 0.00%)
1,214,100,000 shares(2)

Number of sharesacquired

Number of different types of stock
Common stock

214,100,000 sharesClass A preferred stock1,000,000,000 shares(Number of voting rights: 214,100,000 shares)(3)

Acquisition price

ATC Holdings Co., Ltd. shares

13,968 Million yen

Advisory Fee etc. (estimated amount)

526 Million yen

Total (estimated amount)

14,494 Million yen

1,214,100,000 shares(4)

Number of shares
held after transfer

Common stock

214,100,000 sharesClass A common stock

1,000,000,000 shares(Number of voting rights: 214,100,000 shares)(Ownership of voting rights: 100.00%)*The actual acquisition price is scheduled to be the price after price adjustment at the time shareacquisition is executed in accordance to the Share Transfer Agreement. The displayedacquisition price is as scheduled of now; however, the final acquisition price may change due toprice adjustment.
6. Schedule
Date of resolution(1)of the Board of

April 17, 2018

Directors’ meeting(2)

Date of conclusionof agreement

April 17, 2018-5-

Date of(3)implementation ofMay 31, 2018 (plan)

the share transfer
7. Future outlook
The Company is currently investigating the impact this acquisition will have on the Company’s
consolidated business results for the fiscal year ending March 31, 2019. Consolidated results
forecasts for the fiscal year ending March 31, 2019 will be disclosed along with consolidated
results for the fiscal year ended March 31, 2018, which will be announced on May 10, 2018.
(Reference)
Consolidated
Financial andOperating Estimate
for this Fiscal Year(as announced onndNovember 2 ,Consolidated

Consolidated

Consolidated

Net Sales

Operating Profit

Ordinary Profit

Million yen

Million yen

Profit attributabletoownersofparent2017) and Actual
Financial results ofthe previous Fiscal
Year
Million yen

Million yen

Consolidated
Financial andOperating Estimate

233,000

8,500

8,600

5,500

208,237

7,180

6,116

7,191

（FY ending inMarch 2018）
Actual Financialresults（FY ending inMarch 2017）-6-