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.
Conference Call:
Wednesday, July 29, 2009
11 a.m. Eastern Time
All Callers:
Live Dial-In: 800-344-0593 or 706-634-0975
(Call in 10 minutes prior to be included.)
Conference ID: 68491744
Replay Dial-In through Aug. 7, 2009:
800-642-1687 or 706-645-9291
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