Kyocera and Golden Genesis Announce Merger Agreement
Combined enterprise will be world's #1 producer and supplier of solar electric generating systems
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SAN DIEGO, CA (May 25, 1999) -- Kyocera Corporation (NYSE: KYO) announced today that its wholly-owned subsidiary, Kyocera International, Inc., has reached an agreement with Golden Genesis Company (NASDAQ: GGGO) and its majority shareholder, ACX Technologies, Inc., to acquire 100% of the common shares of Golden Genesis at a price of $2.33 per share. The acquisition, which is expected to be consummated by late July 1999, will be effected through the merger of a newly formed subsidiary of Kyocera International, Inc. into Golden Genesis, subject to shareholder and regulatory approvals. Golden Genesis designs fully-integrated solar electric generating systems and distributes them globally through more than 1,000 dealers. The company is the leading solar energy systems integrator and distributor in the Americas, with a growing market presence in Europe, the Middle East, Oceania, Africa and Southeast Asia. Golden Genesis (formerly Photocomm, Inc.) has been Kyocera’s major solar products distributor in the Americas since 1991. Kyocera Corporation, parent company of the global Kyocera Group, in 1998 became the world’s leading producer of solar photovoltaic cells, which generate electricity directly from sunlight. For the year ended March 31, 1999, the combined sales of solar-related products from Kyocera and Golden Genesis would have amounted to approximately $185 million. “The marketing, systems integration and distribution capabilities of Golden Genesis are a perfect complement to Kyocera’s development and production expertise,” said Rodney N. Lanthorne, president of Kyocera International and a managing director of Kyocera Corporation. “Adding Golden Genesis will vertically integrate Kyocera’s product line and enable us to provide society with clean and reliable renewable energy.” Lanthorne stated that the present management and staff of Golden Genesis will be retained. In addition, Kyocera’s own solar distribution business in the Americas, currently managed by Kyocera America, Inc. of San Diego, a wholly-owned subsidiary of Kyocera International, will be absorbed by Golden Genesis. "Kyocera has been involved in developing, manufacturing, and marketing solar energy systems since 1975 in Japan and around the world," said Kyocera Corporation Director Hirofumi Tezuka, who serves as general manager of the company's Solar Division. "We believe that the clean and inexhaustible power of sunlight will be the most promising resource in mankind's quest to develop sustainable energy in the 21st century and beyond." Golden Genesis will continue to provide its full line of products. The company and its subsidiaries have important ongoing supply relationships not only with Kyocera but with several other major solar electric module and component manufacturers. These relationships will continue to be honored -- either with an agreeable transition, in cases where Kyocera offers similar cost-competitive products, or with ongoing agreements. “Kyocera has demonstrated a substantial, strategic commitment to the market success of solar electricity,” said John Coors, chairman of Golden Genesis. “Their module products lead the world in quality, and this acquisition reflects well on the top-line sales growth and business infrastructure we have built at Golden Genesis in the last two years.” J. Michael Davis, president and CEO of Golden Genesis, stated that, “This combination will enable the creation of a true global force in the production and delivery of clean power components and systems. Our strengths are completely complementary. Most importantly, in combining our strengths, our shareholders are receiving fair value, our employees have an exciting future and our customers will benefit from continuous improvement in the value of our solar electric components, systems and services.” In commenting on future growth potential, Davis stated, “We believe that the synergy from our combined enterprises will represent the foundation for Kyocera and Golden Genesis to attain our goal of creating a global, clean distributed power business with annual sales exceeding one billion dollars.” San Diego, CA-based Kyocera International, Inc., founded in 1969, is the management headquarters for Kyocera companies in North America. Its subsidiary, Kyocera America, Inc., has marketed solar products since 1982. Kyoto, Japan-based Kyocera Corporation was founded in 1959 as a producer of advanced ceramics. By combining these engineered materials with metals and plastics, and integrating them with other technologies, Kyocera has become a leading supplier of solar cells, semiconductor packages, electronic components, cameras, laser printers and telecommunications equipment. During the year ended March 31, 1999, the company’s net sales totaled 725 billion yen ($6.1 billion) with net income of 28 billion yen ($239 million). Kyocera has been recognized by IndustryWeek magazine as one of "The World's 100 Best-Managed Companies."
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