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Yamaha to Make an Offer to Acquire the control of French Speaker Company NEXO S.A.

Jul. 01, 2008

Yamaha Corporation has announced that its Board of Directors, at their meeting held on June 19, 2008, has decided to make an offer to the founders of NEXO S.A. (Headquarters: Parc du Pré de la Dame Jeanne, 60128 Plailly, France; Registered with the Senlis Trade and Companies Registry [“Registre du Commerce et des Sociétés”] under number 317 272 540; President: Michael Johnson; Hereinafter, NEXO) to acquire all of their shares of NEXO at 51.542 Euro per share. After completion of this transaction, Yamaha’s share holding would rise to 74.9% of the share capital(on a fully diluted basis), including current holdings. Yamaha intends to seek to acquire 100% of the shares of NEXO through the launching of a tender offer process for the acquisition of the remaining shares on the financial market(marché libre / Euronext Paris) on which NEXO’s shares are listed.

Yamaha has 40 years of experience in the development of professional audio systems, and, was one of the first companies to commercialize digital mixing consoles. Products such as PM1D and PM5D have become global standards in the industry. Yamaha has worked to drive steady growth of its Professional/Commercial Audio business segment with these digital mixing consoles, signal processors, and power amplifiers.

In June 2005, Yamaha purchased a 10.22% interest in NEXO, which is a leading brand in the field of high-output speaker systems for professional use in large concert venues, halls, and theaters, and entered into a strategic alliance with the company. NEXO and Yamaha combined their know-how to develop the NXAMP Powered Digital TD controller and joined forces to strengthen their capabilities for providing better system solutions for their clients.

Yamaha came to the conclusion that its joint activities with NEXO would generate results at a substantially accelerated pace if the two companies could work in closer cooperation. Accordingly, Yamaha decided to take steps toward making NEXO a wholly owned subsidiary of the Yamaha Group by offering to acquire the shares of the founders and, thereafter, launching a tender offer to acquire the remainder of NEXO’s shares on the market.

After NEXO becomes a subsidiary, Yamaha will continue and further develop the NEXO brand as well as its know-how, and strengthen capabilities for creating system solutions by advancing the position of NEXO and Yamaha in speaker technology. Yamaha will also work to enhance its development capabilities in existing product lines and strengthen its production capacity through the use of NEXO’s production facilities.

The corporate profiles of NEXO and Yamaha are as follows:

NEXO

  • Company name : NEXO S.A.
  • Location : Paris, France
  • Date of establishment : 1979
  • Lines of business : Manufacturing and sales of large-scale, high-output speaker equipment
  • President of the Board : Michael Johnson
  • Chief executive officer and representative : Denis Baudier
  • Number of employees : 94 (As of June 2008)
  • Share capital : €1,035,149
  • Stock Listing : marché libre / Euronext Paris

Yamaha

  • Company name : YAMAHA CORPORATION
  • Location : 10-1, Nakazawa-cho, Naka-ku, Hamamatsu, Shizuoka, Japan
  • Date of establishment : 1887
  • Lines of business : Manufacturing and sales of musical instruments, Professional/Commercial Audio equipment, AV/IT equipment, semiconductors, and other products
  • Representative : Mitsuru Umemura (President and Representative Director)
  • Number of employees : 26,611 (Consolidated, as of March 31, 2008)
  • Share capital : ¥28.5 billion

Anticipated Timeline

  • June 19, 2008 : Decision by the Board of Directors to make an offer to the founders
  • June-July 2008 : NEXO Workers Council consultation process
  • July 2008 : Signing of the share purchase agreement
  • August 2008 : Closing of the share purchase agreement
    (Yamaha’s ownership percentage will rise to 74.9% on a fully diluted basis.)
  • September 2008 : Yamaha intends to launch a tender offer to purchase reminder of the shares
  • October 2008 : Yamaha intends to complete a tender offer
  • October 2008 : Yamaha intends to cause NEXO to seek to delist its shares from marché libre / Euronext Paris

For further information, please contact

Yamaha Corporation

Public Relations Division, Public Relations Group

TEL. +81-3-5488-6601
FAX. +81-3-5488-5060

Visit Yamaha's website at
www.global.yamaha.com/

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