Annual shipment will reach 18 million units after merger
Leading market presence in Asia, Europe and North America
Cost-efficient industrial presence near all major consumer markets
(Hong Kong, 3 November, 2003) TCL International Holdings Limited (¡°TCL International¡±, ¡°The Group¡±) (HKSE: 1070), the leading multimedia consumer electronic products manufacturer in China, and Thomson (Euronext Paris: 18453; NYSE: TMS) the worldwide leader in video technologies, products and services, today announced the signing of a binding memorandum of understanding (¡°MOU¡±) to form a joint venture company named TCL-Thomson Electronics for the development, manufacturing and distribution of television sets and related products and services.
The two groups have decided to join together their respective strengths in the TV industry:
¡¤ In the TV marketplace, TCL International is one of the strongest players in Asia with its highly recognized TCL brand, leading position in the China market, extensive sales and distribution network, large and flexible manufacturing base and fast growing overseas business
¡¤ Thomson is a major player in North America and Europe, with its leading consumer brands RCA and THOMSON, unmatched sales coverage, a manufacturing base located close to major markets, distinctive R&D capabilities and backward integration of its key components
The new company will combine the two partners' TV and DVD businesses and assets, with the objective to achieve significant revenue and operational synergies. The company will also build on its two parents' marketing and intellectual property (IP) assets through specific business relationships.
The new company's objectives are to consolidate its global TV leader position, offer a complete and high-quality product range from basic to high-end innovative products, address all key markets competitively by leveraging an efficient cost structure, and seize development opportunities in the fast-growing Chinese market.
Commenting on the partnership, Mr. Dongsheng Li, Chairman of TCL International and future Chairman of TCL-Thomson Electronics, said, ¡°We are very excited about our strategic alliance with Thomson. The merger is a major initiative in our global business expansion that brings TCL to a new era. This strategic alliance fulfills our objective of being one of the top five players in multimedia electronic devices in the global marketplace, setting solid foundations in competing with international rivals. Thomson is an ideal partner for us. The rapid growth of our TV business in emerging markets, together with Thomson's state-of-the-art technologies and unrivalled R&D capabilities, will enhance our product mix, increase the market share of our products in the high-end segments, raise resource allocation efficiency, and sharpen our competitive edge in the international marketplace.¡±
Mr. Charles Dehelly, Chief Executive Officer of Thomson and future Vice-Chairman of TCL-Thomson Electronics, said, ¡°This is a major step in Thomson's expansion. Together with TCL, we are creating a unique partnership which enables Thomson to focus on its consumer electronics business in growing markets and segments, with a strong contribution to our other businesses. We are also opening new development opportunities, particularly in China, for all of our businesses, adding value for our employees, shareholders and customers. This is another step towards our strategic repositioning which started in 2001 and it creates the opportunity to deliver sustainable and profitable growth as the leader in technologies, products and services for the video chain.¡±
Creation of TCL-Thomson Electronics, a New Leader in the TV Industry
The new company will be principally engaged in the development, manufacturing and distribution of a full range of television and DVD products. It will adopt a multi-brand strategy, using differing brands to penetrate different markets.
l The TCL brand will be the key brand used in the Asian and emerging markets, while the Thomson brand will be the major brand in Europe, and the RCA brand in North America. Other brands of the parents will also be promoted in response to market needs
¡¤ The new company will have an extensive sales network offering full coverage in China via 20,000 sales outlets, and in North America and Europe via major retailers
¡¤ In terms of total sales, the new company, combining the strengths of TCL and Thomson, will clearly become a global leader with sales reaching 18 million units
¡¤ Cost-efficient manufacturing bases are located near major consumer markets in Asia, Europe and North America
¡¤ It is armed with strong technological capabilities with full products and services coverage from analog to digital technology
The two partners expect the new company to achieve significant operational benefits, including revenue synergies driven by global presence, complete product range, increased R&D resources for innovation, and sourcing and material synergies due to volume pooling.
TCL-Thomson Electronics will be managed by an international multi-cultural team, led by executives coming from the two partners. The CEO of the new company will be nominated by TCL, while the President will be from Thomson.
A new company combining both parents' TV and DVD related assets, 67% owned by TCL International and 33% owned by Thomson
Under the MOU, TCL International and Thomson intend to merge their respective TV and DVD businesses and assets into the new company. TCL International will contribute all its television and DVD manufacturing plants in the PRC, Vietnam and Germany as well as its R&D centers and sales network, while Thomson will contribute all its television manufacturing plants in Mexico, Poland and Thailand, all DVD sales business, and all TV and DVD R&D centers. The combined total asset value will be in excess of Euro 450 million.
TCL International will be the major shareholder in the new company, with an equity stake of 67%, while Thomson will hold the remaining equity stake of 33%. TCL International will consolidate the new company's financial statements. Under the MOU, Thomson will have the right to swap its ownership in TCL-Thomson Electronics into shares in TCL International within 18 months after the formation of the new company.
In order to ensure its successful development, TCL-Thomson Electronics will build on the two parents' marketing and IP strengths through specific business relationships on arm's length basis. TCL-Thomson Electronics will license the two parents' brands, and will use Thomson as the exclusive sales agent to distribute all its products in Europe and North America.
The formation of the new company is expected to be completed during the first half of 2004, subject to the signing of definitive agreements and approvals by shareholders and necessary regulatory authorities.
¡°With a clear global vision, TCL-Thomson Electronics will strive to maintain its position as a leading global player in the TV industry with strong support from TCL International and Thomson in terms of global market access, technology transfer, competitive advantages with regard to costs of production and their extensive global distribution networks, further expanding business development to capture every opportunity.¡± Mr. Li and Mr. Dehelly concluded.
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About TCL International Holdings Limited
TCL International Holdings Limited (HKSE: 1070) is a leading multimedia consumer electronics product manufacturer, with a strong brand presence in China and Asia. Its core products include televisions, mobile handsets, personal computers, audio-visual equipment as well as information technology services. Under its highly recognized and well-established TCL brand, it is one of the strongest players in the TV and mobile handset marketplace in China. Committed to expanding globally, TCL International acquired the assets of Schneider, a Germany-based consumer electronics brand in Europe last year. Headquartered in China, it operates a number of highly efficient manufacturing bases in China, Asia and Europe. For further information on TCL International, please visit www.tclhk.com.
About Thomson
Thomson (Euronext Paris: 18453; NYSE: TMS) provides a wide range of video (and enabling) technologies, systems, finished products and services to consumers and professionals in the entertainment and media industries. To advance and enable the digital media transition, Thomson has four principal divisions: Content and Networks, Consumer Products, Components, and Licensing. The company distributes its products under the Technicolor, Grass Valley, THOMSON and RCA brand names. For more information: http://www.thomson.net
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