Acquisition of Vaupell Holdings, Inc.

Sumitomo Bakelite Co., Ltd. (“SB”) passed a resolution to acquire all of the outstanding shares of common stock of Vaupell Holdings, Inc. (“Vaupell”) from HIG Capital, LLC at its board meeting held on April 21, 2014.
SB and HIG Capital entered into a Stock Purchase Agreement on the same date providing for the purchase of Vaupell [for US $265 million on a cash-free/debt-free basis], subject to the satisfaction of customary closing conditions for a transaction of this nature.

1. Purpose of Acquisition

Sumitomo Bakelite Co., Ltd. group is expanding its High Performance Plastic (“HPP”) business into areas where its accumulated technologies can be leveraged. These technologies include those related to the automotive industry; and our phenol resin’s functional properties including heat resistance, mechanical strength, dimensional stability and FST (anti-flame/anti-smoke/anti-toxicity). Vaupell provides SB a tremendous opportunity because of the growing demand for aircraft and an accelerating transition into plastic materials for weight saving in order to reduce fuel expenditure. At the same time, SB continues to evaluate potential acquisitions and alliances for its Medical Products Business, which has established its presence in the medical and surgery fields in Japan for around 30 years.

Vaupell operates in the aerospace interior and medical device businesses primarily in the United States. Vaupell is the global pioneer in this industry, and has been delivering aerospace interior plastic components for over 60 years. Vaupell is a Tier1 supplier with consistent performance with many molding products and assemblies to all of the platforms in Boeing commercial aircraft. In the medical device business, such pre-eminent medical device manufacturers as Stryker, Cooper Surgical, Smith & Nephew and Bard are customers for Vaupell’s plastic products.

The acquisition of Vaupell will allow Sumitomo Bakelite Co., Ltd. to significantly expand into the aerospace interior business, globally deploy the medical device business and accelerate our growth. SB will be able to become not only an integrated supplier that can provide a wide variety of solutions ranging from raw materials to molding process, paints and assemblies in the aerospace interior business, but also a reliable aerospace partner with financial wherewithal and technological potential. Based on a long, deep relationship with Boeing in the United States, SB will aim to be one of the few suppliers to meet the growing global demand for aircraft through SB’s network in China, Southeast Asia and Europe. In addition, the transaction will enable SB to obtain Vaupell’s technology, access advanced medical trends in the United States, and leverage Vaupell’s customer network to leading global medical companies, and expand our current medical business through the Vaupell’s existing distribution network and also the development of new customers in Japan and the United States.

SB has concluded that it can maximize its synergy effect with Vaupell and aim for further expansion through Vaupell’s deep customer relationships, accumulated technology over a long period, sales network and customer base by utilizing our deep bench of technology and production capability.

2. Overview of Vaupell Holdings, Inc.

(1) Company Name Vaupell Holdings, Inc.

(2) Headquarters Seattle, Washington, USA

(3) Representative Joseph Jahn (Director, President & CEO)

(4) Business Description Manufacture and supply of aerospace interior components and medical equipment

(5) Fiscal Year End December 31

(6) Sales 123 million US dollars (as of December 31, 2013)

(7) Foundation 1947

(8) Major shareholders Funds managed by HIG Capital, LLC and others.

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