proposed restructuring of transcu group limited€¦ · operations if costs are reduced any further...

Copyright© 2011 Transcu Group & Forest Pine Group (NPL, BME, AMT, 3DOM) All Rights Reserved.

Proposed Restructuring of Transcu Group Limited Press Briefing 25 November 2011


Agenda

• Overview of Transcu Group Limited

• Proposed Restructuring Plan

• Details of Restructuring Plan

• Introduction of Forest Pine Group

• Key Takeaways

• Key Milestones


Transcu Group Limited

Group Overview


Overview of Transcu Group Limited

4

•Established in 1988 in Japan and listed on SGX-Mainboard in February 2009

• Life Science company that focuses on innovating and developing cutting-edge technology

to enhance quality of human life through 3 key business segments:

Pharmaceutical

Cosmetics

Green Technology

• Headquartered in Singapore with offices in Japan and United States

Copyright© 2011 Transcu Group & Forest Pine Group (NPL, BME, AMT, 3DOM) All Rights Reserved. 5


Pharmaceutical

• Proprietary technologies: Active Iontophoresis & Ionic Passive

• Seeks to replace conventional drug administration methods with optimised enhanced patch system

Cosmetics

• Utilizes Mineralore and Ionic Passive technology to develop premium skincare lines

• Distributes through more than 400 locations in Japan

Green Technology

• Nano-Emulsion Fuel Technology

• Renewable Energy Technology (Subsidiary: BIOMASS Energy Corporation)

• Thermal Solutions Technology (Owns exclusive distributionship from A. M. Technologies)

High costs. Long gestation period.

Provides steady income

Negligible revenue



•Transcu suspended its shares for trading on 9 June 2011 due to immediate cash

flow concerns

•Group has turned to streamline its cost structure but it is unable to continue

operations if costs are reduced any further as working capital is currently at a

minimum level

• In order to achieve a longer term solution, Transcu has decided to enter into the

Restructuring Agreement with Forest Pine Holdings Inc (“FPHI”).



Proposed Restructuring Plan



8

• The Group has entered into the Restructuring Agreement with FPHI on 9

September 2011

• FPHI has entered into a Joint Venture Agreement (“JVA”) with State Power

Group Limited (“SPGL”) and the revised JVA was dated 9 November 2011

• FPHI and SPGL have intention to transfer the rights and obligations of FPHI

under the JVA to FPGPL

• FPGPL is an indirect wholly owned subsidiary of FPHI

• Aim of Restructuring Exercise:

To achieve leaner cost structure

To allow access to additional funds to improve cash-flow condition

To increase the chance of attaining positive cash flow position


Restructuring Plan’s Summary

9

1. Core Pillar Investments (“CPI”), owned by FPHI to assume the costs and liabilities

of Pharmaceutical development of Transdermal Drug Delivery System (“TDDS”)

2. Transcu shall transfer the exclusive distributorship for Nano-Emulsion Fuel System

to FPGPL

3. Transcu shall transfer the exclusive distributorship for the highly heat dissipating

material of AM Technologies Co., Ltd (“AMT”) for use in LED lighting and solar

power generation applications to FPGPL

4. FPGPL to acquire Transcu’s 76.5% equity interest in BioMass Energy Corporation

(“BME”) for a consideration of US$2.0 million

5. Transcu to acquire 20% of the share capital of FPGPL via shares swap

6. Transcu shall collaborate with FPGPL in the global commercialization of FPGPL’s

technology and product in the green energy business; FPGPL to reimburse 80% for

the rental expense for Transcu’s Singapore HQ



10

• Completion of Restructuring Plan is conditional upon:

Shareholders’ approval via EGM

Receipt of independent valuer’s report on BME and FPGPL

Recommendation of IFA of the Restructuring Steps

Approvals, consents, grants or waivers from relevant

authorities



Details of Restructuring Plan



1. CPI to provide financial assistance to TTIe (wholly owned by Transcu) for net costs of the Pharmaceutical business development activities

• TTIe retains existing Intellectual Property (“IP”) • CPI owns new IP not license to 3rd party, of which TTIe is granted the

exclusive right to purchase back the new IP at a mutually agreed price

Transcu Group Core Pillar Investments

Pharmaceutical

Green Tech

Cosmetics

IP Pharmaceutical

12


2. Distributorship agreements: Transcu shall transfer the exclusive distributorship of Nano-Emulsion Fuel

System only to FPGPL

Transcu shall transfer the exclusive distributorship for the highly heat

dissipating material of AMT for use in LED lighting and solar power generation applications to FPGPL. All other distribution rights shall be terminated.


http://images.google.co.jp/imgres?imgurl=http://www.rdmag.com/uploadedImages/RD/Awards/RD_100_Awards/RDlogo_100_2009.jpg&imgrefurl=http://www.rdmag.com/Awards/RD-100-Awards/R-D-100-Awards/&usg=__r3yvuU-k2Yku5Hb3djifF_35SNE=&h=250&w=250&sz=13&hl=ja&start=2&zoom=1&um=1&itbs=1&tbnid=9Ako-nQEKfeAAM:&tbnh=111&tbnw=111&prev=/images?q=R&D+100+Award+2009&um=1&hl=ja&lr=&sa=N&tbm=isch&ei=B1XfTYupMMvirAfGt6kZ


3. Sales of the Group’s 76.5% equity interest in BME for US$2.0 million

• BME’s products are not commercialised yet

• An independent valuation of BME was conducted and the fair market value of 100% of BME was determined at US$2.5 million.

• FPGPL shall honor the US$2.0 million in cash proceeds and purchase BME when the IPT transaction is approved by the shareholders.




4. Transcu will acquire 20% of the equity interest in FPGPL (12% from FPHI and 8% from AMAC Capital Partners (Pte) Ltd) for US$50.0 million (the “Acquisition”).

• The consideration for the Acquisition will be fully satisfied by the allotment and issue of approximately 1,250,000,000 shares in the Company at an issue price of S$0.05 per share.

• The Acquisition will result in Mr Akihiko Matsumura, CEO and Executive Director of Transcu, increasing his ownership in the company from 19.3% to 31.9%.

• The Acquisition is conditional upon, amongst others,

the completion and implementation of the other transactions contemplated under the Proposed Restructuring;

receipt of relevant approvals from the SGX, SIC and shareholders of the Company;

issuance of a valuation report opining that the value of FPGPL is no less than US$250.0 million.



5. Collaboration with FPGPL in the global commercialization of FPGPL’s technology and related products in green energy business o FPGPL to share office with Transcu and reimburse Transcu 80% of the

rental expense o FPGPL to reimburse Transcu for the provision of management and

corporate services for the daily business operations of FPGPL and its subsidiary companies where relevant

Forest

Pine



Introduction of Forest Pine Group

19 September 2011


Technology of pulverizing and emulsifying various materials to the nano level

The world’s first secondary battery of lithium metal

High-powered LED lights with the world’s best heat dissipating material

A. M.

Technologies

3DOM

Technology

Nanomizer

Biomass

Energy

Corporation

(“BME”)

Professor: Masashi KANAMURA

CEO: Nobuyuki SUZUKI

Methanol production from various kinds of non-edible biomass

CEO: Takehiko MATSUMURA

Director & Professor: Masayasu SAKAI

Introduction of Forest Pine Group

18

Forest Pine Group


FPHI / FPGPL State Power

Joint Venture Company

“National Technology Innovation Corporation” (NTIC)

(國能技術創新集団)

Technologies

Production Sales

Intro of FPGPL: JV with State Power in China

19


State Power

National Bio Energy

(“NBE”)

Jinan Boiler

National Wind

Energy

The world’s largest biomass power generation company

(27 plants in operation)

The largest boiler maker for biomass power plant

(with annual capacity of 20,000 steam tons)

The most advanced wind power generation technology in China

Intro of FP: About the State Power

20


60%

Forest Pine State Power

Nanomizer PL

Biomass Energy Corp

Advanced Material Technologies

3DOM Technology

Nanomizer China

Biomass Energy China

LED China

3DOM Technology China

Solar China

90%

40%

10%

National Technology Innovation Corporation

In China In Japan

76.5%

80%

Land in Fang Shan Signing Ceremony: 25 Sep

Intro of FPGPL: NTIC Corporate Structure

21

51%

65%

100%

100%

100%

100%

10%


3months 3 months

• Conducted basic research with Nippon Light Metal

for more than ten years

• Invested in a manufacturing plant (production

capacity of 2 million products per month)

• Received order from NTT

• Decades of basic research at Tokyo Metropolitan University • NEDO technological development of high performance

battery charging system for next generation automobile • Development of structural control type novel metal

negative electrode

The first factory to be built near Beijing

Final test with

major material

manufacturers

The first factory to be built on the site (in Beijing city)

Development Roadmap of NTIC Subsidiary Companies

Nano- mizer

BioMass Energy

AM Tech.

3DOM Tech.

7 Nov 11 Start Selling

Conclude sales

agreement

for street lights

in Beijing city

（10m units）

Sell to

bus company

in Beijing city

（20,000cars）

• More than 15 years of basic research at Mitsubishi

• Received grants from Ministry of Agriculture of Japan

Among ten projects, three of its biomass

projects received support from New

Energy and Industrial Technology

Development Organization (NEDO)

Construction in electric

power plant in China

Construction

plan of 49 units

• Financial support and joint research with Universal Shipbuilding and ClassNK(Nippon Kaiji Kyokai)

• Conclude rental contract with Obayashi Road

Corporation (over 30 machines)

The first factory to be built in China

Construction

plan of 49 units

http://www.nikkeikin.co.jp/index.html


Condition：Room temperature 25℃ Above：ALC400 Left Below：Steal Board

ALC400 Experiment of Ice melting

After 3 minutes, ice on ALC400 was completely melted.

Start After 0:30 After 1:00

After 1:30 After 2:00 After 2:30

After 3:00

Mercury Light

Our Product

Price

US$750

US$4750

US$750

32W

120W

400W

Consumed power

Life duration

Approx 1.5yr

3yr warranty

Over 5yr

Other LED

USA R&D100 Award/2009

ALC400 creates high performance LED

Intro of FPGPL: A. M. Technologies (AMT) -ALC400

Figures are meant for illustration and reference purposes only

23

http://images.google.co.jp/imgres?imgurl=http://www.rdmag.com/uploadedImages/RD/Awards/RD_100_Awards/RDlogo_100_2009.jpg&imgrefurl=http://www.rdmag.com/Awards/RD-100-Awards/R-D-100-Awards/&usg=__r3yvuU-k2Yku5Hb3djifF_35SNE=&h=250&w=250&sz=13&hl=ja&start=2&zoom=1&um=1&itbs=1&tbnid=9Ako-nQEKfeAAM:&tbnh=111&tbnw=111&prev=/images?q=R&D+100+Award+2009&um=1&hl=ja&lr=&sa=N&tbm=isch&ei=B1XfTYupMMvirAfGt6kZ


Tunnel Light Factory Light Road Light

Plan to deliver Street Lightings to Beijing City

Intro of FPGPL: Products of AMT

24


Headlamp Power Consumption

120W

60W

12W

Popular Car (HID)

Luxury Car (LED)

Car Equipped with LED (AMT)

Intro of FPGPL: AMT can Reduce Power Consumption Drastically

25



Anode

Cathode

Sepa- rator

Lithium-ion

700 Wh/Kg

300 Wh/Kg

150 Wh/Kg

100 Wh/Kg

2010

2015

2020

2030

Target of R&D (Researched

by METI)

Small EV

High Performance

EV

Fuel Cell Car Commuter EV

Full-Fledged EV

Lithium -Metal

Ex) Carbon Ex) Carbon

3DOM Normal

Battery Components

Intro of FPGPL: 3DOM Technology – Separator

26



Our(3DOM) Technology

Gasoline Car

MITSUBISHI 「i-MiEV」

BYD 「F3DM」

100km

150km

About 500km

Over 500km

Cost of Singapore-KL

S$6

S$60

Intro of FPGPL: If applying 3DOM Technology to the EV…



Super-Micronization Machine ｢NANOMIZER｣

Nano-Emulsion Fuel Production System

Production Capacity: 300L/hr

Production Capacity: 1,000L/hr

High fuel-efficiency (5～30% reduction) Gas (NOx, Smoke, CO2, and so on ) reduction (～30%) Wide range of applications (six business areas)

High efficiency and high quality emulsification and dispersion

Intro of FPGPL: Nanomizer PL


Intro of FPGPL: Application of Nanomizer Technology


Intro to FPGPL: Possible Applications of Methanol Produced by BME

Fuel Cell for Cell-Phones Fuel Cell for Note PCs

Fuel Cell for Portable

AV Equipment


• Restructuring will benefit Transcu in the form of:

o Reduction in cash outflow:-

Transcu will charge out development costs of continual pharmaceutical business

activities to CPI

Transcu will obtain reimbursement for 80% of the rental expense of office premise

from FPGPL

o Potential cash inflow:-

Sales of 76.5% equity interest in BioMass Energy Corporation for US$2m

Fulfillment of the shareholder’s loan from CEO

Acquisition of 20% of FPGPL whose technologies and products have a robust

prospect

Collaboration with FPGPL to commercialize FPGPL’s technology and products in the

green energy business

Key takeaways

Copyright© 2011 Transcu Group & Forest Pine Group (NPL, BME, AMT, 3DOM) All Rights Reserved. Copyright© 2011 Forest Pine Group (Transcu, Nanomizer, BME, AMT, 3DOM) All Rights Reserved.

Key Milestones

• Receipt of

independent

valuation reports

Approval from

authority

EGM

34

Week of

07 Nov 2011

Jan

2012

Feb

2012

Jan/Feb

2012

24 Nov

2011

Signing of all

definitive

agreements

Completion of

Restructuring

Plan


Thank you!

proposed restructuring of transcu group limited€¦ · operations if costs are reduced any further...

Documents