USEC to Sell NAC International to Hitachi Zosen

By David Lee

Jan 24, 2013 04:40 PM EST

USEC Inc. (NYSE:USU), a leading supplier of enriched uranium fuel, announced today that it has entered into a stock purchase agreement to sell NAC International Inc. to Hitz Holdings U.S.A. Inc., a subsidiary of Hitachi Zosen Corporation, for $45 million in cash following a competitive sale process.

USEC acquired NAC in 2004 as NAC was adding to its diverse suite of spent fuel management technologies with the development and licensing of its ground-breaking MAGNASTOR technology. In addition to specializing in technologies for the safe interim storage of spent nuclear fuel, NAC also provides transportation services for radioactive material and nuclear industry and government consulting services. Hitachi Zosen has a long-standing business relationship with NAC as a fabricator of NAC's dry cask storage and transportation systems and is a leading supplier of such systems in Japan.

"We are proud of the accomplishments of the NAC staff in recent years as they developed, licensed and started selling and delivering the industry-leading MAGNASTOR technology for storing spent fuel. NAC expects to deliver more than 100 dry storage systems in 2013," said John K. Welch, president and CEO of USEC. "In the aftermath of events at Fukushima, there is a greater focus on spent fuel storage. Hitachi Zosen has been actively involved in NAC activities through fabrication work and is well positioned to further develop market opportunities for NAC's innovative systems."

Welch said the sale of NAC is part of USEC's strategic focus on its core uranium enrichment business and the deployment of the American Centrifuge technology over the next several years. At closing, Hitz Holdings U.S.A. will acquire all outstanding shares of NAC for $45 million in cash, subject to a net working capital adjustment. The sale will also benefit USEC's near-term balance sheet improvement efforts. USEC purchased NAC for $16 million in 2004.

Hitachi Zosen commented that "through the acquisition of NAC, Hitachi Zosen will be able to offer a 'one stop' solution from engineering/consulting to manufacturing/transportation for spent nuclear fuel storage and transportation and to develop this business globally." In addition, Minoru Furukawa, president of Hitachi Zosen, said, "We have a strong aspiration to seek further development in spent nuclear fuel business in partnership of NAC."

Hitachi Zosen, a Japanese corporation, has guaranteed the performance and payment obligations of Hitz Holdings U.S.A. under the stock purchase agreement. USEC will agree to certain non-competition and non-solicitation covenants that restrict USEC from engaging in competition with NAC for a period of three years following the closing.

"We are very excited about becoming part of Hitachi Zosen," said NAC President Kent Cole. "We have a long-standing relationship with Hitachi Zosen and have a deep respect for its excellent operations. We view this acquisition as a strategic move that has great promise for our customers and our employees.

"During this period of transition, I expect NAC will operate as usual, serving its customers with a high level of performance and professionalism. I expect the NAC organization to remain intact as we develop and implement a transition plan that will leverage the synergies and strengths of the combined organization," Cole said.

The transaction closing is subject to customary conditions, notices and approvals including lender approval under USEC's credit facility and will be submitted to the Committee on Foreign Investments in the United States ("CFIUS") for review. Subject to completion of CFIUS's review, USEC expects the transaction to close in 60 to 90 days after signing. Additional information about the transaction is contained in a current report on Form 8-K filed by USEC today with the U.S. Securities and Exchange Commission.

Lazard served as the financial advisor for USEC on the transaction and legal counsel was provided by Skadden, Arps, Slate, Meagher & Flom LLP. Mitsubishi UFJ Morgan Stanley Securities Co. Ltd and Bank of Tokyo-Mitsubishi UFJ, Ltd. served as financial advisors to Hitachi Zosen and legal counsel was provided by Kelley Drye & Warren LLP and City-Yuwa Partners. 

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