CANTON, Ohio: July 29, 2009 — The Timken Company (NYSE: TKR) today announced it has signed an agreement to sell the assets of its Needle Roller Bearings business, which primarily serves customers in the automotive original-equipment sector, to Japan’s JTEKT Corporation in a cash transaction. The agreement is subject to customary regulatory approvals and certain closing conditions.
Upon closing, which is expected to occur by the end of 2009, Timken would receive approximately $330 million in cash for the business, subject to adjustments for working capital. Proceeds from the sale will provide increased liquidity and be used for general company purposes.
“This transaction is a major step forward in our strategy to transform our portfolio to focus on industrial sectors with strong aftermarkets,” said James W. Griffith, Timken president and chief executive officer. “It positions us to concentrate our resources on areas where we can realize mutual value with our customers.”
The Needle Roller Bearings business was part of the broader Torrington acquisition Timken made in 2003. The business has approximately 3,400 associates and manufactures highly engineered needle roller bearings, including an extensive range of radial and thrust needle roller bearings, as well as bearing assemblies and loose needles, for automotive and industrial applications. Facilities included in the agreement are:
• North America: Cairo, GA; Dahlonega, GA; Sylvania, GA; Greenville, SC; Walhalla, SC; and Bedford, Quebec, Canada.
• Europe: Brno and Olomouc, Czech Republic; Maromme, Moult, and Vierzon, France; Kuensebeck, Germany; and Bilbao, Spain.
• Asia: LiYuan District, China.
Notice of Conference Call and Further Information:
The company will host its quarterly earnings conference call for investors and analysts, during which management will discuss the planned divestiture.
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Conference Call: |
Wednesday, July 29, 2009 |
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All Callers: |
Live Dial-In: 800-344-0593 or 706-634-0975 |
Live Webcast: www.timken.com/investors
Additional information about Timken, the Needle Roller Bearings business and JTEKT is available online at www.timken.com/needlebearings.
About the Needle Roller Bearings Business
A leading global manufacturer of highly engineered needle roller bearings for automotive and mobile applications, the Needle Roller Bearings business was originally formed in 1912, and acquired by Timken through its acquisition of The Torrington Company in February 2003. The business had $621 million in sales in 2008 and employs approximately 3,400 associates. With 12 manufacturing facilities and 3 engineering technology centers around the world, the Needle Roller Bearings business primarily serves original-equipment and tier-one automotive manufacturers, including North American, European and Japanese customers.
About JTEKT
JTEKT Corporation (“JTEKT”, www.jtekt.co.jp/e) is a leading Japanese manufacturer of steering systems, driveline components, bearings and machine tools. The company’s bearings solutions are used in a wide variety of applications, including automobiles, jet engines, windmill power generators, and shinkansen (bullet trains). JTEKT was formed in January 2006 following the merger of Toyoda Machine Works Ltd. and Koyo Seiko Co. Ltd. Koyo Seiko was founded in 1921, and Toyoda Machine Works in 1941. Headquartered in Nagoya and Osaka, JTEKT has 34,000 employees, with operations in 70 locations worldwide, encompassing Asia/Oceania, North America and Europe. JTEKT’s president is Motohiko Yokoyama, and chairman is Kohshi Yoshida. As of March 31, 2009, JTEKT had sales of $10.9 billion (1,017 billion JPY).
About The Timken Company
The Timken Company keeps the world turning, with innovative friction management and power transmission products and services, enabling our customers’ machinery to perform more efficiently and reliably. With sales of $5.7 billion in 2008 and operations in 26 countries, Timken is Where You Turn™ for better performance.
Certain statements in this news release (including statements regarding the company's expectations) that are not historical in nature are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, statements related to the timing of the closing of the sale, and the amount of cash to be received at the closing, are forward-looking. The company cautions that actual results may differ materially from those projected or implied in forward-looking statements due to a variety of important factors, including: the inability to complete the acquisition due to either the failure to satisfy any condition to the closing of the transaction, including receipt of regulatory approval, or the occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreement; and adverse changes in the market sectors served by the needle roller bearing business. These and additional factors are described in greater detail in the company's Annual Report on Form 10-K for the year ended Dec. 31, 2008, page 44, and in the company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009. The company undertakes no obligation to update or revise any forward-looking statement.
SOURCE: The Timken Company
Media Contact: Lorrie Paul Crum
Manager - Global Media and Strategic Communications
Mail Code: GNW-37
1835 Dueber Avenue, S.W.
Canton, OH 44706 U.S.A.
Office: (330) 471-3514
Mobile: (330) 224-5021
lorrie.crum@timken.com
Investor Contact: Steve Tschiegg
Director - Capital Markets and Investor Relations
Mail Code: GNE-26
1835 Dueber Avenue, S.W.
Canton, OH 44706 U.S.A.
Office: (330) 471-7446
steve.tschiegg@timken.com
For Additional Information:
www.timken.com/media