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Apr. 25, 2014

【英】ニュースリリース（ＩＲ）

Acquisition of Carter Holt Harvey Limited’s Pulp, Paper and Packaging Businesses

Oji Holdings is pleased to announce that our board of directors today resolved to jointly acquire the pulp & paper business of Carter Holt Harvey Limited (“CHH”), Carter Holt Harvey Pulp & Paper Limited (“CHHPP”) and certain related companies (collectively “CHHPP Group”) with Innovation Network Corporation of Japan (“INCJ”) and executed a share purchase agreement for the transaction. CHHPP Group manufactures pulp, paper and packaging products in New Zealand and Australia. CHHPP Group is ultimately owned by Rank Group Limited. The transaction is subject to, among others, relevant regulatory approvals.

1. Transaction Background
In recent years, we have been aggressively expanding our overseas businesses, particularly in Southeast Asia and other emerging markets where strong growth for pulp & paper market is expected. We position paperboards and packaging products as our core products and have either acquired or built a total of 21 plants/facilities (including on-going green-field projects) in Southeast Asia and India over the past few years.
Further, we have been focusing on the forest resources business. We have been operating Pan Pac (plantation forests, lumber-processing and pulp business in New Zealand), CENIBRA (plantation forests and pulp business in Brazil) and a number of other plantation assets in Southeast Asia and Oceania, with an aim to further expand the business in Japan and globally in the near future.
CHHPP Group’s 3 main businesses:

Pulp Business: Benefitting from its regional advantage with access to abundant softwood supplies, CHHPP manufactures bleached/unbleached softwood kraft pulp products such as NBKP and NUKP. The acquisition of CHHPP will allow us to offer broader products and solutions to our customers adding to our Pan Pac's BCTMP and CENIBRA's LBKP.

Paperboard Business: Using its softwood kraft pulp as the key raw material, CHHPP manufactures paperboard products which are known to be more intense and stronger than recycled paperboard products that are provided by its competitors in Asia. As the market in Asia continues to expand, we seek to market CHHPP’s outstanding products to various customers to meet their needs for durability, while using CHHPP’s paperboards as raw material for our own packaging products going forward.

Packaging Business: CHHPP Group manufactures packaging products in 5 facilities in New Zealand and Australia, in addition to its paper bag and paper cup businesses. As we expect that the trade volume among Asia Pacific Rim countries continues to increase, we believe that the business will grow in parallel with robust demand in the region.

Other important points is that the acquisition of CHHPP Group would also provide us with access to softwood resources, whereby expanding Oji Group's wood product business in the region and allowing us to develop and market its advanced materials as well as new materials made from woods.
Our co-investing partner, INCJ is a corporation incorporated in 2009 under the Industrial Competitiveness Enhancement Act. Jointly funded by the Japanese government and 26 Japanese private enterprises, INCJ aims to provide financial, technological and management support to promote the creation of next-generation businesses through “open innovation” achieved by increasing the flow of technology and expertise beyond the boundaries of existing organizational structures. INCJ fully appreciates and understands the importance of Oji Group's global expansion strategy, and seeks to support us so as to strengthen Japanese presence in global forestry sector and potentially create further expansion opportunities for other Japanese corporations.

2．Overview of CHHPP Group

Name of Company	Carter Holt Harvey Pulp & Paper Limited
Location	Auckland, New Zealand
Representative	D. Jon Ryder, Chief Executive
Business Description	Manufactures and markets softwood kraft pulp, paperboards and packaging products
Foundation	May 23, 2003 (*1)
Major Shareholder of CHHPP	Carter Holt Harvey Limited (100%)
Financials (NZD million) (*2)	Fiscal Year: December 31, 2013 Turnover　　　1,147 (approx. JPY102.1bn) EBITDA (*3)　　113 (approx. JPY10.0bn)

(*1) The key operations of the business originally started in the 1940's
(*2) Total figures of CHHPP Group
(*3) Earnings Before Interest, Taxation, Depreciation and Amortization (adjusted to remove abnormal items)

3. Overview of the Seller

Name of Company	Carter Holt Harvey Limited
Location	Auckland, New Zealand
Representative	Bryce Murray, Chief Executive Officer
Business Description	Manufactures and markets wood products and pulp, paper & packaging products
Foundation	August 26, 1971
Major Ultimate Shareholder	Rank Group Limited (100%)

4. Overview of the Acquiring Entity, Number of Sahres and Transaction Value

Direct acquiring entity	Oji Oceania Management (NZ) Limited.（”NZSPC”）and Oji Oceania Management (AUS) Pty. Ltd (“AUSPC”).(*4)
Number of shares to acquire	All of the CHHPP shares
Transaction value	NZ$1,037 million (on a 100% basis) (Approx. JPY92.3 billion)

(*4) NZSPC and AUSPC are both subsidiaries of Oji Oceania Management Co., Ltd. which are to be owned by Oji and INCJ with voting rights split of 60% and 40% respectively upon completion of this transaction. The abovementioned number of shares as well as transaction value is on a 100% basis.
Please refer to Appendix for more details of CHHPP Group business.

-Appendix-

Overview of CHHPP Group

Business	Country	Mill / Plant	Key Products	Annual Production	Map Location
Pulp	NZ	Kinleith	NBKP	275,000 tonnes of market pulp	A
Pulp	NZ	Tasman	NBKP, NUKP (includes FCP)	290,000 tonnes of market pulp	B
Paperboards (linerboards, medium, etc.)	NZ	Kinleith	Kraftliners, kraft medium	340,000 tonnes	A
Paperboards (linerboards, medium, etc.)	NZ	Penrose	Recycled medium	85,000 tonnes	C
Packaging (corrugated boxes, paper bags and paper cups)	NZ	Auckland	Corrugated boxes	165 million m2	D
	NZ	Levin	Corrugated boxes		E
	NZ	Christchurch	Corrugated boxes		F
	NZ	Hamilton	Cornerboards and others		G
	NZ	Auckland	Paper bags	100 million bags	D
	AU	Lansvale (suburb of Sydney)	Corrugated boxes	100 million bags	H
	AU	Noble Park (suburb of Melbourne)	Corrugated boxes	115 million m2	I
	AU	Kingston (suburb of Brisbane)	Paper Cups	150 million cups	J