A consortium of Ningbo Joyson Electronic (Joyson Electronics) and Asia-based private equity firm PAG have offered funding to Key Safety Systems (KSS) in acquiring the all of the global assets of Japan-based airbag-maker Takata.
Takata's liabilities associated with the recall of phase-stabilized ammonium nitrate (PSAN) airbag inflators and other liabilities were not acquired by KSS. KSS, headquartered in Michigan, USA, is a global leader in mobility safety.
The combined company will be rebranded Joyson Safety Systems and be headquartered in Auburn Hills, Michigan, USA.
Joyson Safety Systems executive chairman Jeff Wang said: "Joyson Safety Systems integrates the world-class assets and worldwide operations of KSS and Takata under one common organization and one shared mission to provide the best quality safety solutions to our customers.
"We are excited about the opportunities created through this combination, and we are committed to providing safety solutions of the highest quality and reliability to drive the next generations of mobility."
Joyson Safety Systems is a global leader in mobility safety, generating annual sales of about $7bn. The company operates in 25 countries with more than 50,000 employees providing life-saving technologies to both automotive and non-automotive markets.
The $1.588bn transaction was funded using a combination of equity and debt. Ningbo Joyson Electronic Corporation is the company's majority equity holder. PAG Asia Capital, the lead international private equity partner in the transaction, is the second-largest shareholder and will actively support the integration of Joyson Safety Systems. Future Industry Investment Fund also provided equity to support the transaction.
PAG is a leading private equity firm based in Asia and manages over $20bn in capital. The portfolio companies of PAG Asia Capital, PAG's buyout arm, include some of the best global brands based in the United States, such as Cushman & Wakefield and Lexmark International.
PAG chairman and CEO Weijian Shan said: "PAG has a long track record of working with our partners to build successful companies.
"The combination of KSS and Takata creates a best-in-class business with strong growth potential. We're committed to working with Joyson Safety Systems to build an industry-leading company."
President Yuxin Tang said: "Our new visual identity represents Joyson Safety Systems optimistically advancing forward in a dynamic world. The elements of the circular logo symbolize the global unification of KSS, Takata and our parent company Joyson Electronics, while the bold and modern design reflects our confident and positive view of the future."
The purchase agreement announced on November 21, 2017 was subject to a number of closing conditions, all of which have now been met, including antitrust clearance and bankruptcy court approvals in multiple countries. KSS has now successfully acquired substantially all of Takata's assets, except for certain assets related to the manufacturing and sale of phase-stabilized ammonium nitrate (PSAN) airbag inflators.
Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel, KPMG served as financial advisor, and Jefferies LLC acted as lead financial advisor to KSS.
Nagashima Ohno & Tsunematsu, Weil Gotshal & Manges LLP, and Freshfields Bruckhaus Deringer LLP served as legal counsel to Takata. PricewaterhouseCoopers served as financial advisor, and Lazard served as investment banker to Takata.
Paul Weiss Rifkind Wharton & Garrison LLP served as legal counsel to PAG.
