TMD Friction Group SA announced its shareholders have reached agreement with Nisshinbo Holdings Inc., a Japanese group listed on the Tokyo Stock Exchange, on the terms of a recommended acquisition of the Company.

The combination of TMD with NISB will create one of the world’s largest automotive brake friction manufacturers with clear technology leadership and an extensive offering for passenger cars and commercial vehicles. The combined companies will have revenues of over €1.0 billion and over 6,000 employees.

The transaction is expected to complete following competition authority approval. Following completion, NISH will continue to operate TMD as an independent, wholly owned subsidiary. TMD will continue to be led by Derek Whitworth, CEO, with his management team. Koji Nishihara, President of NISB and a NISH board member, will also join the Board of TMD. A joint Global Management Team will also be established with members from NISB and TMD.

– “I am delighted to be joining the Nisshinbo group of companies. This is a great opportunity for TMD to continue our development with a strong and successful partner. Their expertise, particularly in the markets where we are growing fastest will be invaluable as we seek to accelerate our expansion and continue to provide innovative and leading products to our customers.” – said Derek Whitworth, Chief Executive of TMD – “I would also like to thank Pamplona Capital Partners II, LP for helping us at a particularly challenging time in the early part of 2009. They have been a hugely supportive shareholder and partner for our management team.” – he added.

– “TMD is a leading global brake friction manufacturer with strong brand recognition and established technology leadership dating back 100 years. The combination of NISB and TMD under the ownership of NISH creates the largest, most capable, global automotive brake friction manufacturer in the world.” – Koji Nishihara, President of NISB and a NISH board member.

TMD has grown rapidly over the past three years, benefitting from strong growth in fast growing regions such as China, Brazil and the independent aftermarket. The Company is now well positioned having made significant investment in capacity and product development as well as through targeted acquisitions. For the year ended 31 December 2010, TMD reported a 20 per cent increase in sales to €637 million with proforma EBITDA up 160% to €71 million.

NISH has an established position as a global player in the areas of brake, mechatronics, textiles and electronics. NISH’s brake business is operated globally by Nisshinbo Brake Inc. and its overseas subsidiaries which include manufacturing facilities in Japan, South Korea, USA, China, Thailand, and India.