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KSS TO Merge with JOYSON

02.03.2016

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Sterling Heights, MI USA February 2nd, 2016 – Key Safety Systems (KSS), a leading global supplier of advanced engineered safety products for automotive  and  non-automotive markets, is pleased to announce it has entered into a definitive agreement to merge with Ningbo Joyson Electronic Corporation (Joyson).  The combination willa global leader in the automotive supplier business with pro forma combined worldwide sales of approximately $3 Billion USD (~19.5 Billion RMB)  and  20,000 employees.  Joyson is a multi-national company publicly listed on the Shanghai Stock Exchange (SSE #600699).

Under the terms of the Merger Agreement, Joyson will acquire outstanding shares of KSS in a cash transaction valued at approximately $920 Million USD (~6 Billion RMB) on an equity value basis.  The agreement has been unanimously approved by the Board of Directors of both companies.  The transaction is expected to close in the first half of 2016,  and  is subject to regulatory filings, approvals  and  other customary closing conditions.  

KSS is currently owned by funds managed by FountainVest Partners (FountainVest), a Hong Kong based private equity firm, the Canada Pension Plan Investment Board,  and  Crestview Partners (Crestview), a New York based private equity firm, along with members of KSS management.  Each of the existing shareholders views Joyson as a strategic investor, with long-term vision, that will help KSS achieve new heights.  Joyson has stated that KSS will operate as an independent group company which will maintain its Michigan, USA headquarters  and  continue to be led by current KSS CEO Mr. Jason Luo.


Mr. Luo said, “We are very excited toforces with Joyson, a widely respected  and  successful company that possesses an entrepreneurial spirit  and  commitment to excellence  and  technology that is perfectly aligned with that of KSS.  In partnership with FountainVest  and  Crestview, KSS has expanded its addressable market  and  achieved best-in-sector 20% revenue CAGR.  We look forward to merging with Joyson  and  further accelerating the business with even faster growth in the future.  We truly appreciate the confidence our customers worldwide have placed in KSS,  and  we remain committed to serving them in an aligned  and  collaborative manner.”

Mr. Jeff Wang, Chairman  and  Founder of Joyson said, “I have always been intrigued by the safety market and  the underlying technology that provides the opportunity to save lives.  KSS has emerged as an industry leader well recognized for its strong global management, innovative technology, high quality worldwide manufacturing presence  and  diverse customer base.  I am particularly thrilled about the prospect of moving forward together in the areas of active safety, autonomous & intelligent driving  and  HMI where the companies have unique synergy.  This is well aligned with the Joyson strategy of being a trusted global partner to the world’s best automakers while earning respect as a high growth company.”

 

About KSS

Key Safety Systems (KSS) is a global leader in the system integration  and  performance of safety-critical components to the automotive  and  non-automotive markets serving the active safety, passive safety  and  specialty product sectors.  Through highly specialized design, development,  and  manufacturing, KSS’ technology is featured in more than 300 vehicle models produced by over 60 well-diversified customers worldwide.  Since commencing business as a United States start-up, serving Detroit auto makers in 1916, KSS continues today with an entrepreneurial  and  pioneering spirit.  KSS is headquartered in Sterling Heights, Michigan, with a global network of 32 sales, engineering,  and  manufacturing facilities. The company has 5 main technical centers located in the key regions of the Americas, Europe  and  Asia.

For further information about KSS contact: Karen Son at sonk@keysafetyinc.com


About Joyson

Ningbo Joyson Electronic Corporation (SSE #600699) is a leading global automotive supplier headquartered in Ningbo, China with group company facilities in China, Germany, Mexico, Poland, Portugal, Romania,  and  the United States.  The company develops  and  supplies high quality products  and  systems in the climate control, driver control, electronic control, industrial automated assembly, sensor,  and  specialty sectors.  Independent group companies include Preh GmbH  and  Quin GmbH.  en.joyson.cn

For Further information about Joyson contact: Chen Yang at Yang.chen@joyson.cn


About FountainVest Partners

FountainVest is a leading China-focused private equity firm. FountainVest focuses on long term oriented investments  and  targets industry leaders in the industrial, consumer  and  retail, media  and  entertainment,  and  healthcare sectors. FountainVest works closely with management teams tovalue in the areas of strategy, operations, finance, industry consolidation  and  governance.

For further information about FountainVest contact: Matilda Wong at matildawong@fountainvest.com


About Canada Pension Plan Investment Board (“CPPIB”)

CPPIB is a professional investment management organization responsible for investing Canada Pension Plan (“CPP”) contributions that are not currently required to pay benefits.  CPPIB’s critical purpose is to help provide a foundation upon which 18 million Canadians build their financial security in retirement.  In order to build a diversified portfolio, CPPIB invests globally in public equities, private equities, private debt, real estate, infrastructure  and  fixed income instruments.  Headquartered in Toronto, with offices in Hong Kong, Mumbai, London, Luxembourg, New York City  and  S?o Paulo, CPPIB is governed  and  managed independently of the CPP  and  at arm’s length from the government.  As at September 30, 2015, the CPP Fund totaled C$272.9 billion.  

For more information about CPPIB, please visit


About Crestview Partners

Founded in 2004, Crestview Partners is a value-oriented private equity firm focused on the middle market.  The firm is based in New York  and  manages funds with over $7 billion of aggregate capital commitments.  The firm is led by a group of partners who have complementary experience  and  distinguished backgrounds in private equity, finance, operations  and  management.  Crestview has been an active investor in the automotive supply industry since 2007. 

For further information about Crestview contact: Jeffrey Taufield at Jeffrey-taufield@kekst.com


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