December 21, 2010

Notice Regarding the Acquisition of Shares of Hansen Industrial Transmissions NVOn October 15 2010, Sumitomo Heavy Industries, Ltd. (hereinafter referred to as “Sumitomo HI” or the“Group”) announced that Sumitomo HI has submitted an offer to Hansen Transmissions International(hereinafter referred to as “Hansen Transmissions”) to acquire 100% of the shares of Hansen Industrial
Transmissions NV (hereinafter referred to as “HIT”), subsidiary of Hansen Transmissions andmanufacturer and distributor of industrial gear boxes based in Belgium, and entered an exclusive
negotiation period with Hansen Transmissions in regards to the acquisition of HIT becoming awholly‐owned subsidiary of Sumitomo HI.
This is an announcement that on December 20 2010 in local time in Belgium Sumitomo HI and Hansen
Transmissions have signed Sales and Purchase Agreement (”SPA”) for the acquisition. Hereafter, andsubject to the approval from shareholders of Hansen Transmissions and the other conditions to the SPA
being satisfied, the acquisition is expected to close before the end of March 2011.
1.

Reasons for Acquiring Shares in HITSumitomo HI has positioned power transmission products as one of its core business areas and hasworked, over the years, to enhance its capabilities in this sector. Presently, industrial gear boxes
account for 25% of the overall sales of the power transmission business. With economic growth inemerging markets expected to remain steady, demand for power transmission‐related products isanticipated to grow. Moreover, significant capital investment activity in resource‐driven economies
such as China, South America, South Africa, Australia and India are also expected to drive theexpansion of the market for industrial gear boxes.
International customers account for more than 50% of the overall sales figure for the Group’s
industrial gear box business. However, on a geographic basis, international orders are dominated bycustomers in North America and Asia. In order to grow this area of business, Sumitomo HI
recognized the need to expand its footprint and increase sales in areas such as Europe, South Africaand Australasia.
Hansen Transmissions, which was established in Belgium in 1923, is a manufacturer of gear boxes
with a significant brand presence in the market. Its subsidiary, HIT, has a manufacturing base outsideof Antwerp, Belgium and also operates assembly plants in six countries around the world. Inaddition, HIT has an established sales network in not only its home base of Europe, but also inresource‐driven markets such as South Africa and Australia which are set to drive future demand in
this sector.
Beginning in 1973, Sumitomo HI had a licensing agreement in place with Hansen Transmissions forapproximately 20 years. As a result, the Group expects to be able to generate product synergies withHIT in the near term. Further, the acquisition of HIT shares and making the firm a wholly‐owned
subsidiary, will allow Sumitomo HI to expand its distribution channels, and increase the sales ofindustrial gear boxes on a global basis.
A subsequent release will be issued upon completion of the transaction, which is expected to occur
by the end of March 2011.

2.

Profile of Subsidiary to be Transferred(1) Name(2) Address(3) Name and Title ofRepresentative(4) Description of Business Activities(5) Capital(6) Date of Establishment(7) Major Shareholder and Percent
Held(8) Relationship Between Publicly
Held Company and Company to beAcquired

Hansen Industrial Transmissions NV
Leonardo da Vincilaan 1‐3 B‐2650 Edegem (Antwerp),
Belgium
Torsten Schultz (Managing Director)
Manufacturing and sales of industrial gear boxes€7,061,500
February 11, 2010
Hansen Transmissions International NV (100%)
CapitalRelationship

Sumitomo HI and HIT do not have asignificant capital relationship of note.
Further, no related person or affiliate of
Sumitomo HI has a significant capital
relationship with any related person oraffiliate of HIT.
Personnel
Sumitomo HI and HIT do not have aRelationshipsignificant personnel relationship of note.
Further, no related person or affiliate ofSumitomo HI has a significant personnel
relationship with any related person oraffiliate of HIT.
Transactional
Sumitomo HI and HIT do not have aRelationshipsignificant transactional relationship ofnote. Further, no related person oraffiliate of Sumitomo HI has a significant
transactional relationship with any
related person or affiliate of HIT.
(9) Consolidated Operating Results and Financial Condition for the Most Recent Three Year Period

Previous Fiscal Year
ended March 31, 2010
Total net assets€68.0 mTotal assets€116.5 mRevenue€83 mProfit/(loss) before tax(€4.2 m)No financial statements have been prepared for the subsidiary to be transferred (i.e. HIT) as it wasestablished in April 2010 and a full fiscal year cycle has not yet been completed as of the date ofthis publication. The above figures are given by Hansen transmissions.

3.

Profile of Company where Shares will be Acquired From
(1) Name
Hansen Transmissions International NV(2) Address
Leonardo da Vincilaan 1‐3 B‐2650 Edegem (Antwerp),
Belgium(3) Name and Title of Representative ADR Consulting BVBA, represented by Alex De Ryck, CEO(4) Description of Business Activities
Manufacturing and sales of wind turbines and gear boxes
for wind power generation, as well as industrial gear boxes.
(5) Capital€17,966,814.57

(6) Date of Establishment(7) Net Assets(8) Total Assets(9) Major Shareholder and Percent
Held (as of October 28, 2010)

1923€598,967,000€1,066,082,000
AE‐Rotor Holding BV
Ecofin Limited
Blackrock Investment Management (UK) Ltd.
Fidelity ‐ FIL Limited(10) Relationship Between Publicly
Held Company and Company to be
AcquiredCapitalRelationship

Personnel
RelationshipTransactional
Relationship26.06%
12.27%
5.56%
5.01%

Sumitomo HI and Hansen Transmissions do
not have a significant capital relationshipof note. Further, no related person oraffiliate of Sumitomo HI has a significant
capital relationship with any related
person or affiliate of Hansen
Transmissions.
Sumitomo HI and Hansen Transmissions do
not have a significant personnel
relationship of note. Further, no related
person or affiliate of Sumitomo HI has asignificant personnel relationship with any
related person or affiliate of HansenTransmissions.
Sumitomo HI and Hansen Transmissions do
not have a significant transactional
relationship of note. Further, no related
person or affiliate of Sumitomo HI has asignificant transactional relationship withany related person or affiliate of Hansen
Transmissions.

4.

Number of Shares to be Acquired and the Status of Shares Held Before and After the Proposed
Acquisition(1) Number of Shares Held by Sumitomo HI 0 shares
Prior to the Transfer (Acquisition)(Number of Voting Rights: 0)(Percentage Held: 0.0%)(2) Number of Shares to be Acquired
21,000 shares(Number of Voting Rights: 21,000)(Acquisition Price: €75million on a cash and debt
free basis or JPY8,600 million)(3) Number of Shares to be Held by21,000 shares
Sumitomo HI After the Transfer(Number of Voting Rights: 21,000)(Acquisition) is Completed(Percentage Held: 100%)

5.

Schedule(1) Transfer Date of Share Certificates

6.

March 2011 (Anticipated)

Future Outlook
If the proposed move is successful, HIT will become a wholly‐owned subsidiary of Sumitomo HI. The
impact on current year business results (ending March 2011) as a result of the proposed acquisitionis expected to be minimal. If for unforeseen reasons there is to be a significant impact to the current
forecast as a result of the proposed acquisition, an announcement will be made in a timely manner.
END

(Reference)
Current Year Consolidated Earnings Forecast (as announced on July 30, 2010) and Consolidated Financial
Performance for the Previous Fiscal Year
(Units: in millions of Yen)
Consolidated
Consolidated
Consolidated
Consolidated
Net Sales
Operating Income
Ordinary Income
Net Income
Current Year
Consolidated Earnings
550,000
40,00035,00020,000
Forecast (Period EndingMarch 2011)
Prior Year ConsolidatedFinancial Performance
516,165
28,254
26,333
13,280(Period Ended March2010)