Notice of Share Transfer of Joint Venture with Vestas and Commencement of New Business Alliance

Mitsubishi Heavy Industries, Ltd. (MHI) and Vestas Wind Systems A/S (Hereinafter referred to as "Vestas".) today agreed to strengthen their partnership and restructure their collaboration in sustainable renewable energy, particularly in the wind power business. As part of this agreement, MHI has decided to transfer all shares in its joint venture with Vestas, MHI Vestas Offshore Wind A/S (MVOW), a company which specializes in offshore wind power generation, to Vestas and to newly acquire shares in Vestas.

1. Reasons and details of the share transfer and commencement of a new business alliance

MHI established MVOW, a joint venture with Vestas in 2014 to develop, design, procure, manufacture, sell and maintain offshore wind power generation systems.
The offshore wind power market is growing rapidly worldwide, expanding from the European market to Asia (including Japan) and North America. In addition, the competitive environment and competition in the development of large-scale wind turbines are intensifying, and the unit cost of power generation is declining significantly.
Against this background, MHI and Vestas discussed the optimal cooperative arrangement to enhance the competitiveness of wind power generation. As a result, Vestas and MHI will also plan for collaborating in green hydrogen as well as a joint venture in Japan for sales of onshore and offshore wind power turbines and Vestas will, as part of the collaboration, plan for establishing parts of its regional supply chain and production in Japan should market volume and cost-competitiveness allow. MHI also agreed to transfer all its shares in MVOW, in which MHI holds a 50% stake through MHI Holding Denmark ApS, an MHI subsidiary in Denmark, to Vestas, and MHI decided to newly acquire approximately 5 million shares (Equivalent to 2.5%) in Vestas.
Furthermore, the new business alliance agreement with Vestas includes not only the restructuring of the cooperative structure for the wind power generation business based on the above agreement, but also cooperation in the renewable energy field as a whole in view of the future "Green hydrogen society".
Please refer to the attached press release issued today for details of the new business alliance based on the above agreement with Vestas.

2．Outline of the joint venture

(1) Corporate name MHI Vestas Offshore Wind A/S
(2) Head Office Aarhus, Denmark
(3) Title and name of representative CEO, Johnny Thomsen
(4) Business profile Development, design, procurement, manufacturing, sales, and after-sales service of offshore wind turbines
(5) Capital stock Share capital: 14m EUR / Paid-in capital: 375m EUR (Note)
(6) Date of establishment April 1, 2014
(7) Accounting period End of March
(8) Total equity 204 million EUR
(9) Total assets 2,038 million EUR
(10) Major shareholders and shareholding ratios MHI Holding Denmark ApS 50%, Vestas 50%
  • In the column of "(5) Capital stock", both the amount of "Share Capital" and the amount of "Paid-in capital" are shown.

3．Outline of the joint venture partner (alliance partner)

(1) Corporate name Vestas Wind Systems A/S
(2) Head Office Aarhus, Denmark
(3) Title and name of representative Group President & CEO, Henrik Andersen,
(4) Business profile Development, manufacture, trading and service activities, including activities in respect of wind turbine industry products and any related business areas
(5) Capital stock DKK 196,924,115
(6) Date of establishment September 1, 1986
(7) Major shareholders and shareholding ratios Société Générale S.A. (5.76%）（As of September 30, 2020）BlackRock, Inc. (5.36%) (As of October 8, 2020)
(8) Relationship between MHI and Vestas Wind Systems A/S Capital relationship There is no significant capital relationship.
Relationship in human resources There is no significant relationship in human resources.
Business relationship There is no significant business relationship.
Whether Vestas Wind Systems A/S falls within a related party to MHI Vestas Wind Systems A/S does not fall within a related party to MHI.
(9) Operating results and financial position in the last 3 years (Unit: 1 million EUR unless otherwise noted)
Accounting period FY2017 FY2018 FY2019
Consolidated total equity 3,112 3,104 3,345
Consolidated total assets 10,871 11,899 14,331
Book value per share 14.4 EUR 15.1 EUR 16.8 EUR
Consolidated revenue 9,953 10,134 12,147
Consolidated operating profit 1,230 921 1,004
Consolidated ordinary income ― ― ―
Consolidated net income 894 683 700
Earnings per share 4.2 EUR 3.4 EUR 3.6 EUR
Dividend per share 1.24 EUR 1.00 EUR 1.06 EUR

4．Value of Vestas shares to be acquired

5,140 million DKK. This figure is based on the closing price at Nasdaq Copenhagen on October 28, 2020. The actual acquisition price will be determined according to the fair value of Vestas’ shares at the time the stock transfer is completed.

5．Schedule

(1) Date of resolution of the Board of Directors October 29, 2020
(2) Date of conclusion of the agreement October 29, 2020
(3) Date of transfer of shares of the joint venture and acquisition of Vestas shares Third ~Fourth quarter of 2020 (expected) (Note)
  • The transaction is subject to approvals by the competent authorities regulating fair competition.

6. Projected impact

In conjunction with the foregoing undertaking, approximately 50 billion yen in profit from business activities will be booked to the consolidated financial statements, which is calculated as the difference between the book value of the Vestas shares to be transferred and the fair value of the Vestas shares to be newly acquired. However, because, as described in Item 4 (“Value of Vestas shares to be acquired”), the actual share acquisition price will be determined according to the fair value of Vestas’ shares at the time the share transfer is completed, the amount of profit from business activities will vary correspondingly. Also, impact of the foregoing transaction is factored into the “Notice Concerning Revision of Earnings Forecasts” issued separately today (October 29, 2020).