Press Release

For immediate publication

Motherson Sumi Systems Ltd. launches a voluntary recommended public

tender offer for acquisition of the entire outstanding share capital and
voting rights of PKC Group Plc
Noida, 19 Jan, 2017.
At a meeting of its Board of Directors held on 19 January, 2017, Motherson Sumi Systems Limited (MSSL) has
approved a proposal to launch a voluntary, recommended public tender offer for the acquisition of the outstanding
share capital and voting rights of PKC Group Plc (PKC), Finland. The highlights of the proposed transaction are as
follows:

Transaction Highlights

MSSL and PKC have on January 19, 2017 entered into a combination agreement for the proposed
transaction

MSSL will make a voluntary, recommended public tender offer to acquire all the issued and
outstanding shares and option rights in PKC. The shares of PKC are currently listed on the Nasdaq
Helsinki stock exchange

Headquartered in Helsinki, Finland, PKC is a global tier 1 supplier of wiring harness and associated
components to Original Equipment Manufacturers (OEMs) in the Heavy & Medium Duty Commercial
Vehicles and Locomotive segments across North America, Europe, Brazil and China

PKC shareholders are being offered a cash consideration of EUR 23.55 for each share/options in
PKC representing an aggregate equity purchase price of approximately EUR 571 million in an open
tender offer

The transaction is subject to the completion of closing conditions and receipt of necessary regulatory
approvals

The transaction is expected to be completed by end of March 2017

The acquisition will be made through a 100% subsidiary* of MSSL, to be setup for the purpose

Brief about PKC

PKC (www.pkcgroup.com) established its first wiring harness factory in 1969, and is a trusted and acknowledged
partner in the global commercial vehicle industry. PKC designs, manufactures and integrates tailored electrical
distribution systems and related architecture components, vehicle electronics, wires and cables especially for
trucks and buses, light and recreational vehicles, construction equipment and agricultural and forestry equipment.
In addition, PKC designs and manufactures electrical cabinets, power packs and electrical distribution systems for
leading rolling stock manufacturers. PKCs strengths, mass customisation and the excellent skill to integrate into
the customers operating environment, provide a unique competitive advantage in the market. Product design and
effective supply chain management are carried out in close cooperation with customers and in accordance with
their requirements.
PKC has a market leading presence in the wiring harnesses for commercial vehicles in the North America and
Europe markets. Apart from these geographies, PKC has a significant presence in Brazil and, a growing presence
in China. PKC had over 22,000 employees and estimated revenue of approximately 846 million for the
year 2016.
*to be held directly/indirectly

Press Release
For immediate publication

Rationale for the Acquisition

The proposed acquisition of PKC supports MSSL in expanding its presence in the niche market of global wiring
harness business for commercial vehicles. The combination is expected to be highly value accretive as there is
minimal overlap between their existing operations in terms of geographical presence and great synergies in
product segments which will unlock the true potential of the combined entity. PKC has a strong presence in
American & European wiring harness market for commercial vehicle segment which will provide new opportunities
for MSSL to grow in these geographies. This will be in line with MSSLs stated Vision 2020. MSSL also believes it
can help PKC in achieving its expansion opportunities given MSSLs strong market position in the Asia Pacific
region which is a highly attractive market for almost all leading commercial vehicle manufacturers. Based on the
analysis of MSSL, all the leading global commercial vehicle manufacturers and component suppliers are
increasingly focused on establishing a presence and gaining market share in the Asian transportation market.
MSSL had stated direction to grow more in the commercial vehicle segment and this step is in the right direction.
Leveraging these opportunities and the capabilities, the combined company will accelerate growth and profitability
improvement. By offering a larger product portfolio as well as enhanced capabilities and scale, the combined entity
will add more value to its customers and suppliers.
MSSLs success in managing wiring harness business with focus on training its people, managing multiple plants
with high degree of vertical integration from design to modules will help unlock the potential of PKC. It would
leverage knowhow of both companies management teams to enhance and grow businesses with customers
globally. While supporting PKC to accomplish its expansion opportunities, the combined entity will further invest in
new technologies which would be required to maintain market leadership and in achieving its goal as the preferred
solutions provider for the global automotive industry.
Wiring harnesses are ever more important to the products of our customers and hold a special place within our
hearts at MSSL, because it is our company's genesis, said Vivek Chaand Sehgal, MSSLs Chairman. The
prospect of two global teams coming together and the synergies that will be brought about, is very exciting to us. It
will allow us to create huge value for our customers and to service our customers in additional locations in the
world.
MSSL has appointed Motilal Oswal Investment Advisors Pvt. Ltd and Nordea Corporate & Investment Banking as
financial advisers and White & Case as legal adviser in connection with the transaction.
About Motherson Sumi Systems Limited
Motherson Sumi Systems Limited (MSSL) is one of the worlds fastest growing specialised automotive
component manufacturing company for OEMs. It was established in 1986 and is a joint venture between
Samvardhana Motherson Group and Sumitomo Wiring Systems (Japan). MSSL is a focused, dynamic and
progressive company providing customers with innovative and value-added products, services and solutions.
With a diverse global customer base comprising of almost all leading automobile manufacturers globally, the
company has a presence in 26 countries across six continents. The company reported a turnover of USD 5.7
billion for FY16. MSSL is currently the largest auto ancillary in India and among the Fab 50 companies of India
by Forbes magazine. MSSL is the flagship company of the Samvardhana Motherson Group (SMG) which is
ranked 31st among global automotive suppliers by Automotive News. For more details about company, please
visit www.motherson.com (CIN - L34300MH1986PLC284510)
For other details on Motherson Sumi Systems Limited, please contact:
Mr. G. N. Gauba
CFO, Motherson Sumi Systems Limited
Telephone: +91-120-6679500
mediarelations@mssl.motherson.com
Mr. Dharmanshu Chaturvedi / Mr. Rahul Deep
Corporate Communications,
Motherson Sumi Systems Limited
Telephone: +91 9873662460 / +91 9910085201
Email - mediarelations@mssl.motherson.com

Mr. Pankaj Mital

COO, Motherson Sumi Systems Limited
Telephone: +91-120-6679500
mediarelations@mssl.motherson.com
Mr Saurabh Saxena / Mr Abhishek Bose
Adfactors PR Pvt. Ltd.
Telephone: +91 9810233370/ +91 9910049234
Email - motherson@adfactorspr.com

Press Release
For immediate publication

Disclaimer
IMPORTANT NOTICE
This presentation has been prepared by, and the information contained herein (unless otherwise indicated) has been provided b y
Motherson Sumi Systems Ltd. (MSSL) and PKC Group plc (PKC). By attending the meeting where this presentation is made,
or by reading the presentation slides, you agree to be bound by the following limitations. This presentation is being furnished to
you solely for your information on a confidential basis and may not be reproduced, redistributed or passed on, in whole or in part,
to any other person.
THIS PRESENTATION MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, IN
OR INTO, DIRECTLY OR INDIRECTLY, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG
KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE
LAW.
This presentation is not a tender offer document and as such does not constitute an offer or invitation to make a sales offer. In
particular, this presentation is not an offer to sell or the solicitation of an offer to buy any securities described herein, and is not an
extension of the tender offer, in the United States, Canada, Japan, Australia, South Africa or Hong Kong. Investors shall accept
the tender offer for the shares and the stock options only on the basis of the information provided in a tender offer document.
Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by
applicable law or where any tender offer document or registration or other requirements would apply in addition to those
undertaken in Finland.
The tender offer is not being made directly or indirectly in any jurisdiction where prohibited by applicable law and, when
published, the tender offer document and related acceptance forms will not and may not be distributed, forwarded or transmitted
into or from any jurisdiction where prohibited by applicable law. In particular, the tender offer is not being made, directly or
indirectly, in or into, or by use of the postal service of, or by any means or instrumentality (including, without limitation, facsimile
transmission, telex, telephone or electronic transmission by way of the internet or otherwise) of interstate or foreign commerce of,
or any facilities of a national securities exchange of, the United States, Canada, Japan, Australia, South Africa or Hong Kong. The
tender offer cannot be accepted, directly or indirectly, by any such use, means or instrumentality or from within the United States,
Canada, Japan, Australia, South Africa or Hong Kong. No holder, and any person acting for the account or benefit of a holder in
the United States, Canada, Japan, Australia, South Africa or Hong Kong shall be permitted to accept the tender offer.
No part of this presentation, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any
contract or commitment or investment decision whatsoever. The information contained in this presentation has not been
independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should
be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. Neither
MSSL nor any of its respective affiliates, advisors or representatives or any other person, shall have any liability whatsoever (in
negligence or otherwise) for any loss however arising from any use of this presentation or its contents or otherwise arising in
connection with the presentation. Each person must rely on their own examination and analysis of PKC, its securities and the
tender offer, including the merits and risks involved.
This presentation includes forward-looking statements. These statements may not be based on historical facts, but are
statements about future expectations. When used in this presentation, the words aims, anticipates, assumes, believes,
could, estimates, expects, intends, may, plans, should, will, would and similar expressions as they relate to MSSL,
PKC, the tender offer or the combination of the business operations of MSSL and PKC identify certain of these forward-looking
statements. Other forward-looking statements can be identified in the context in which the statements are made. Forward-looking
statements are set forth in a number of places in this presentation, including wherever this presentation include information on the
future results, plans and expectations with regard to [Offerors] business following the completion of the tender offer, including its
strategic plans and plans on growth and profitability, and general economic conditions. These forward-looking statements are
based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based
on certain expectations, which, even though they seem to be reasonable at present, may turn out to be incorrect. Such forwardlooking statements are based on assumptions and are subject to various risks and uncertainties. Investors should not rely on
these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the
MSSL to differ materially from those expressed or implied in the forward-looking statements. Neither MSSL nor any of its
affiliates, advisors or representatives or any other person undertakes any obligation to review or confirm or to release publicly any
revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this
presentation.

Proud
to be
part of.

MSSL Presentation
January 2017

Disclaimer
IMPORTANT NOTICE
This presentation has been prepared by, and the information contained herein (unless otherwise indicated) has been provided by Motherson Sumi Systems Ltd. (MSSL) and PKC Group
plc(PKC). By attending the meeting where this presentation is made, or by reading the presentation slides, you agree to be bound by the following limitations. This presentation is being
furnished to you solely for your information on a confidential basis and may not be reproduced, redistributed or passed on, in whole or in part, to any other person.
THIS PRESENTATION MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, IN OR INTO, DIRECTLY OR INDIRECTLY, THE UNITED
STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY
APPLICABLE LAW.
This presentation is not a tender offer document and as such does not constitute an offer or invitation to make a sales offer. In particular, this presentation is not an offer to sell or the
solicitation of an offer to buy any securities described herein, and is not an extension of the tender offer, in the United States, Canada, Japan, Australia, South Africa or Hong Kong.
Investors shall accept the tender offer for the shares and the stock options only on the basis of the information provided in a tender offer document. Offers will not be made directly or
indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would
apply in addition to those undertaken in Finland.
The tender offer is not being made directly or indirectly in any jurisdiction where prohibited by applicable law and, when published, the tender offer document and related acceptance
forms will not and may not be distributed, forwarded or transmitted into or from any jurisdiction where prohibited by applicable law. In particular, the tender offer is not being made, directly
or indirectly, in or into, or by use of the postal service of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or electronic
transmission by way of the internet or otherwise) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States, Canada, Japan, Australia,
South Africa or Hong Kong. The tender offer cannot be accepted, directly or indirectly, by any such use, means or instrumentality or from within the United States, Canada, Japan,
Australia, South Africa or Hong Kong. No holder, and any person acting for the account or benefit of a holder in the United States, Canada, Japan, Australia, South Africa or Hong Kong
shall be permitted to accept the tender offer.
No part of this presentation, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever.
The information contained in this presentation has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance
should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. Neither MSSL nor any of its respective affiliates, advisors or
representatives or any other person, shall have any liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this presentation or its contents or
otherwise arising in connection with the presentation. Each person must rely on their own examination and analysis of PKC, its securities and the tender offer, including the merits and
risks involved.
This presentation includes forward-looking statements. These statements may not be based on historical facts, but are statements about future expectations. When used in this
presentation, the words aims, anticipates, assumes, believes, could, estimates, expects, intends, may, plans, should, will, would and similar expressions as they relate
to MSSL, PKC, the tender offer or the combination of the business operations of MSSL and PKC identify certain of these forward-looking statements. Other forward-looking statements
can be identified in the context in which the statements are made. Forward-looking statements are set forth in a number of places in this presentation, including wherever this
presentation include information on the future results, plans and expectations with regard to [Offerors] business following the completion of the tender offer, including its strategic plans
and plans on growth and profitability, and general economic conditions. These forward-looking statements are based on present plans, estimates, projections and expectations and are
not guarantees of future performance. They are based on certain expectations, which, even though they seem to be reasonable at present, may turn out to be incorrect. Such forwardlooking statements are based on assumptions and are subject to various risks and uncertainties. Investors should not rely on these forward-looking statements. Numerous factors may
cause the actual results of operations or financial condition of the MSSL to differ materially from those expressed or implied in the forward-looking statements. Neither MSSL nor any of its
affiliates, advisors or representatives or any other person undertakes any obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect
events that occur or circumstances that arise after the date of this presentation.

Transaction highlights
At a meeting of its Board of Directors held on 19 January, 2017, Motherson Sumi Systems Limited (MSSL) has approved
a proposal to launch a voluntary, recommended public tender offer for the acquisition of the outstanding share capital and
voting rights of PKC Group Plc (PKC), Finland. The highlights of the proposed transaction are as appended:

MSSL and PKC have on January 19, 2017 entered into a combination agreement for the proposed
transaction
MSSL will make a voluntary, recommended public tender offer to acquire all the issued and
outstanding shares and option rights in PKC. The shares of PKC are currently listed on the Nasdaq
Helsinki stock exchange

Headquartered in Helsinki, Finland, PKC is a global tier 1 supplier of wiring harness and associated
components to Original Equipment Manufacturers (OEMs) in the Heavy & Medium Duty Commercial
Vehicles and Locomotive segments across North America, Europe, Brazil and China
PKC shareholders are being offered a cash consideration of EUR 23.55 for each share/options in
PKC representing an aggregate equity purchase price of approximately EUR 571 million in an open
tender offer
The transaction is subject to the completion of closing conditions and receipt of necessary
regulatory approvals
The transaction is expected to be completed by end of March 2017
The acquisition will be made through a 100% subsidiary* of MSSL, to be setup for the purpose
* to be held directly/indirectly
3

Introduction to Motherson Sumi Systems Limited

Established in 1986 as a
wiring harness manufacturing
& assembling company
MSSL has grown to become the
largest automotive wiring harness
maker in India and an established
player in the global market.

MSSL is a specialized automotive

component solutions provider for a
diverse global customer base
comprising of almost all leading
automobile manufacturers.

Strong relationships with OEMs

globally

* Source: Automotive News

# As on 31.12.2016

Flagship Company of USD 7.2 billion

Samvardhana Motherson Group
(ranked 31st among the global
automotive suppliers*)

Listed on stock exchanges in India

since 1993 having a market cap of
USD 6.7 billion#

Growing with a CAGR of over 40%

in last 10 years, MSSL has a
consolidated turnover of USD 5.7
billion (2015-16)

MSSL Core Business

Wiring
Harnesses

Wiring Harness Business

Market leader in wire harnesses for

automotive applications in India
Modules and
Polymer
Products

Full System Solutions Provider

to all automotive segments

High degree of vertical integration

for products and processes
Rear View
Mirrors

Strong Design and IT base with

global knowledge sharing platforms

Wiring Harness
Global
Operations
Operations in
13 Countries
Strong Presence in
Asia Pacific Region
Over 46
Manufacturing
Facilities Globally
Global network of
Design Centers,
Marketing and
Logistics Hubs

Vision and Philosophy

Vision.

To be a
globally preferred
solutions
provider

Vision 2020 (Our 5th five-year

Value Creation Philosophy.

plan)

02

01

18 billion
FY19-20.

40% ROCE
(consolidated).

(in Revenues)

3CX15
(No country, customer or
component should be more
than 15% of our total
turnover)

03.
CUSTOMER
VALUE
Trust
02.
OUTSTANDING
PERFORMANCE

04

03

Motherson

04. CUSTOMER
RESPONSE
Asking Motherson
to do more

Return on
Purpose

A relentless focus
on QCDDMSES.

40% of
consol. profit
as dividend.

01. PURPOSE
Proud to be part of
the worlds most
admired
companies

05.
INCREASE
CONTENT/
VALUE PER
VEHICLE
Play a bigger part
in the success of
our customers

Proud to be part of World's leading automotive

brands

Renault
Nissan

VW

Toyota

Porsche
Mazda

JLR
PSA
Suzuki

Hyundai
GM

Opel
Leyland

Daimler
Lamborghini

Audi
FIAT
BMW

Aston
Martin
13
7

Paccar

Ford
Seat

Investor Presentation August 2015

Honda

Navistar
Tata

Photo by Folkert Gorter.

MSSL Acquisition Experience

14

Scherer & Trier

Germany
(Extruded plastic parts)
Asset Purchase

Acquisitions
since 2002

Minda Schenk
Germany
(Plastic moulding)
Asset purchase

Huon Corporation
Australia
(Door trim business)

Wexford Electronics
Ireland
(Wiring harness)
Asset purchase

2002

2005

ASL Systems
UK
(Wiring harness)
Asset purchase

2006

Reiner Precision
Germany
(Machined metal components)
Asset purchase
G & S Kunststofftechnik GmbH
Germany
(Plastic injection moulding)
Company purchase
F.P. Formagrau
Czech Republic
(Plastic injection moulding company)
Company purchase

Rear View Mirror

business of Visiocorp
UK
(Rear view mirrors)

2007

2009

Empire Rubber
Australia
(Rubber moulding business)
Asset purchase

Wiring Harness Business of

Stoneridge Inc.
USA
(Wiring harness)

2011

2014

2016

Vacuform 2000 (Pty) Limited South

Africa
(Thermoformed polyethylene
components and blow moulded
components)
Peguform,
Germany
(Interior & exterior polymer
modules)

Abraham and Co. Ltd.

Hungary
(Plastic moulding
Automotive Business Unit)

PKC Group plc Brief overview

PKC is a global partner in commercial vehicle
industry, rolling stock and other selected
segments within the transportation industry
The group has unique expertise in managing
the complexity
Headquartered in Helsinki, Finland and listed on
Nasdaq Helsinki
The Group has estimated revenue of
approximately EUR 846 million for the year 2016

Product Portfolio
ELECTRICAL
DISTRIBUTION
SYSTEMS

VEHICLE
ELECTRONICS

COMPONENTS

ELECTRICAL
CABINETS &
POWER PACKS

WIRE & CABLE

Production facilities in 4 continents

(Brazil, China, Estonia, Finland, Germany,
Lithuania, Mexico, Poland, Russia, Serbia and
USA) with over 22,000 employees
Current Customer Segments
Trucks & Buses
(HCV & MVC)

Light Commercial
Vehicles (LCV)

Construction
Equipment

Rolling Stock

Recreational
Vehicles

Agriculture and Forestry

Equipment

Engines

Energy / Material
Handling

Combination rationale

10

The combination is expected to be highly value accretive as there is

minimal overlap between existing operations in terms of geographical
presence and great synergies in product segments which will unlock the
true potential of the combined entity

PKC has a strong presence in American & European wiring harness

market for commercial vehicle segment which will provide new
opportunities for MSSL to grow in these geographies

MSSL believes it can help PKC in achieving its expansion opportunities

given MSSLs strong market position in the Asia Pacific region. Based
on the analysis of MSSL, all the leading global commercial vehicle
manufacturers and component suppliers are increasingly focused on
establishing a presence and gaining market share in the Asian
transportation market. MSSL had stated direction to grow more in the
commercial vehicle segment and this step is in the right direction

Combination rationale

11

The combination would create a strong player within the worldwide

transportation component solutions market

The combination will offer a larger product portfolio as well as enhanced

capabilities and scale and will add more value to its customers and
suppliers.

It would leverage knowhow of both companies management teams to

enhance and grow businesses with customers globally

MSSLs success in managing wiring harness business with focus on

training its people, managing multiple plants with high degree of vertical
integration from design to modules will help unlock the potential of PKC

The combined entity will further invest in new technologies which would
be required to maintain market leadership and in achieving its goal as the
preferred solutions provider for the global automotive industry

Thank you.

Safe harbor
This presentation contains forward-looking statements based on the currently held beliefs and assumptions of the management of the Company, which are expressed in good faith and, in
their opinion, reasonable. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, financial condition,
performance, or achievements of the Company or industry results, to differ materially from the results, financial condition, performance or achievements expressed or implied by such
forward-looking statements. Given these risks, uncertainties and other factors, recipients of this presentation are cautioned not to place undue reliance on these forward-looking statements.
The Company disclaims any obligation to update these forward-looking statements to reflect future events or developments.