Tomkins, LLC Business Report FY ended Dec. 2012

Business Highlights

Recent Years

Financial Overview

(in million dollars)
  FY ended Dec. 31, 2012 FY ended Dec. 31, 2011 Rate of change
(%)
Factors
Overall
Sales 3,037.3 3,426.4 (11.4)

1)

Operating Profit 176.5 197.6 (10.7)

-

Automotive Components (Gates Corporation)
Sales 2,922.8 2,956.0 (1.1) -

Factors
1) Overall
-Sales in FY ended Dec. 31, 2012 decreased by 11.4% year-on-year, due to the disposals of four business (Stackpole, Plews, Dexter Chassis and Ideal) in 2011 and unfavorable currency translation. It was partially offset by higher selling prices, particularly in the indsutrial replacement and automotive aftermarket and strong volume growth in North America.

Divestitures

<2012>
-In Nov. 2012, the Company announced that its parent company Pinafore Holdings B.V. closed on the sale of certain of its indirect subsidiaries that comprise the Dexter Axle business to Dexter Axle Acquirer Company pursuant to a definitive purchase agreement dated September 27, 2012. Dexter Axle Acquirer Company is an affiliate of The Sterling Group, a private equity firm based in Houston, Texas, the U.S. The aggregate consideration paid in connection with the transaction was approximately 360 million USD. The Dexter Axle business manufactures trailer axle, brake and suspension assemblies and related replacement parts and components. (From a press release on November 1, 2012)

-On April 27, 2012, the Company announced that Pinafore Holdings B.V. closed on the sale of certain of its indirect subsidiaries that comprise its Schrader division to August Lux Holding Company, which is affiliated with U.S.-based Madison Dearborn Partners, LLC. (From a press release on April 27, 2012)

-In Mar. 2012, the Company announced that August Lux Holding Company entered into a definitive purchase agreement to acquire all of the equity interests in certain indirect subsidiaries of Pinafore Holdings B.V. that comprise the Company's Schrader division. August Lux Holding Company is affiliated with Madison Dearborn Partners, LLC, a U.S.-based private equity firm. The aggregate consideration payable in the transaction will be approximately 505 million USD. The Schrader division manufactures tire pressure monitoring systems, valve products and tire hardware and related accessories for both original equipment manufacturers and after market customers. The Schrader division had fiscal year 2011 revenue of approximately 451 million USD. The closing of the transaction is expected to occur in the second quarter of 2012. (From a press release on March 15, 2012)

<2011>
-In Oct. 2011, the Company announced that its parent company Pinafore Holdings B.V. sold its Ideal Clamps business, which designs and manufactures worm drive and specialty hose clamps for various industries such as automotive. The disposal included certain subsidiaries in the US, Mexico, Canada and Germany. (From a press release on October 27, 2011)

-In Aug. 2011, the Company announced that it has completed the sales of Powertrain Division of Gates Corporation to the Sterling Group, a investment firm based in Houston, Texas, U.S. The Powertrain Division consists of the design, manufacture, sale of automotive engine and transmission oil pumps and powdered metal components. The disposition included certain assets of Gates Canada, as well as assets and subsidiaries in France, Germany, Turkey, Korea and China. (From a press release on August 3, 2011)

-In July 2011, the Company announced that it has entered into agreement with Sterling Powertrain International, ULC to sell its powertrain business from Gates Canada Inc. and Gates Corporation, FormFlo Limited, Gates GmbH, Gates S.A.S., and Gates Unitta Power Transmission (Shanghai) Limited and the equity interests of certain entities currently owed by Tomkins Finance Limited, Tomkins Investments Limited and Gates PowerTrain UK Limited for aggregate consideration of approximately 285 million USD. The closing of the transaction is expected to close in the third quarter of 2011. (From a press release on July 7, 2011)