Samsung To Acquire HARMAN, Accelerating Automotive And Connected Technologies
Samsung Electronics to Acquire HARMAN, Accelerating Growth in Automotive
and Connected Technologies
Samsung Will Gain Significant Presence in Connected Car Market;
Addressable Market Expected to Exceed $100 Billion by 2025
All-Cash Transaction Delivers Significant and Immediate Value to HARMAN Shareholders
Creates End-to-End Solutions Powerhouse by Combining HARMAN’s Leadership in Infotainment, Telematics
and Sound Management with Samsung’s Best-in-Class Connected Mobility Solutions, Semiconductors, User
Experience (UX) and Displays
Accelerates Development and Time to Market for Connected Car
and Autonomous Driving Innovation
Substantial Growth Opportunities Across Automotive, Audio, IoT and Professional Markets
SEOUL, Korea and STAMFORD, CT, November 14, 2016 – Samsung Electronics (KRX: 005930) (“Samsung”)
and Harman International Industries, Incorporated (NYSE: HAR) (“HARMAN”) today announced that they
have entered into a definitive agreement under which Samsung will acquire HARMAN for $112.00 per share
in cash, or total equity value of approximately $8.0 billion. Upon closing, the transaction will immediately
give Samsung a significant presence in the large and rapidly growing market for connected technologies,
particularly automotive electronics, which has been a strategic priority for Samsung, and is expected to
grow to more than $100 billion by 2025 (Addressable market in 2025 – Samsung analysis)
. HARMAN is the market leader in connected car solutions, with
more than 30 million vehicles currently equipped with its connected car and audio systems, including
embedded infotainment, telematics, connected safety and security. Approximately 65% of HARMAN’s $7.0
billion of reported sales during the 12 months ended September 30, 2016 are automotive-related, and its
order backlog for this market at June 30, 2016 was approximately $24 billion.
HARMAN’s experience designing and integrating sophisticated in-vehicle technologies, as well as its longterm
relationships with most of the world’s largest automakers, will create significant growth opportunities
for the combined business by enabling it to leverage Samsung’s expertise in connected mobility,
semiconductors, user experience, displays and its global distribution channels. In addition, the combination
of HARMAN’s brands and audio capabilities and Samsung’s expertise in consumer electronics will deliver
enhanced customer benefits and elevate user experiences across Samsung’s complete portfolio of
consumer and professional products and systems.
“HARMAN perfectly complements Samsung in terms of technologies, products and solutions, and joining
forces is a natural extension of the automotive strategy we have been pursuing for some time,” said OhHyun
Kwon, Vice Chairman and Chief Executive Officer of Samsung Electronics. “As a Tier 1 automotive
supplier with deep customer relationships, strong brands, leading technology and a recognized portfolio of
best-in-class products, HARMAN immediately establishes a strong foundation for Samsung to grow our
automotive platform. Dinesh Paliwal is a proven global leader and, in our extensive discussions, we have
developed deep respect for him, his strong senior leadership team and HARMAN’s talented employees.
HARMAN’s sustained track record of rapid growth fueled by technology leadership and an unmatched
automotive order pipeline reflects its commitment to innovation and customers.”
“The vehicle of tomorrow will be transformed by smart technology and connectivity in the same way that
simple feature phones have become sophisticated smart devices over the past decade,” added Young Sohn,
President and Chief Strategy Officer of Samsung Electronics. “We see substantial long-term growth
opportunities in the auto technology market as demand for Samsung’s specialized electronic components
and solutions continues to grow. Working together, we are confident that HARMAN can become a new
kind of Tier 1 provider to the OEMs by delivering end-to-end solutions across the connected ecosystem.”
Dinesh Paliwal, HARMAN Chairman, President and CEO, stated, “This compelling all-cash transaction will
deliver significant and immediate value to our shareholders and provide new opportunities for our
employees as part of a larger, more diversified company. Today’s announcement is a testament to what
we have achieved and the value that we have created for shareholders. Samsung is an ideal partner for
HARMAN and this transaction will provide tremendous benefits to our automotive customers and
consumers around the world. Combining Samsung’s strengths in leading-edge displays, connectivity and
processing solutions with HARMAN’s technology leadership and long-standing customer relationships will
enable OEMs to provide new offerings for their customers. Partnerships and scale are essential to winning
over the long term in automotive as demand for robust connected car and autonomous driving solutions
increases at a rapid pace. This transaction will bring HARMAN and Samsung’s complementary strengths
together to accelerate innovation in this space. More broadly, this investment underscores the strength of
HARMAN’s employees, as well as our success and leadership across our markets. We look forward to
working together with Samsung to elevate experiences for consumers worldwide.”
Customer Benefits and Significant Growth Opportunities
Samsung expects the combination to deliver significant growth opportunities and benefits to customers by
leveraging Samsung’s and HARMAN’s complementary technologies, resulting in increased market
penetration across important end markets.
Automotive: Combining HARMAN’s leadership in new connected car technologies, including its top
positions in infotainment, cyber security, over-the-air updates and telematics, with Samsung’s
significant expertise and experience in connectivity technologies, including 5G, UX/UI, display
technology and security solutions, will enhance HARMAN’s automotive and connected services
businesses to drive greater sales and provide significant benefits as automakers speed the adoption of
next-generation connected cars.
Audio: HARMAN’s leading brands and cutting-edge audio systems include JBL®, Harman Kardon®, Mark
Levinson®, AKG®, Lexicon®, Infinity®, and Revel®. The company also licenses Bowers & Wilkins® and
Bang & Olufsen® brands for automotive. All of these brands will greatly enhance the competitiveness
of Samsung’s mobile, display, virtual reality and wearable products to deliver a fully differentiated
audio and visual experience for customers.
Professional: The combination will also expand the combined company’s business-to-business
platform through its ability to deliver integrated, large-scale audio and visual professional solutions at
stadiums, concert facilities and other performance centers such as The John F. Kennedy Center for the
Performing Arts and STAPLES Center – home of the GRAMMY Awards®.
Connected Services: Samsung will gain access to HARMAN’s 8,000 software designers and engineers
who are unlocking the potential of the IoT market. This collaboration will deliver the next generation of
cloud-based consumer and enterprise experiences, as well as end-to-end services for the automotive
market through the convergence of design, data and devices.
Operating Structure and Leadership
Upon closing, HARMAN will operate as a standalone Samsung subsidiary, and continue to be led by Dinesh
Paliwal and HARMAN’s current management team. Samsung is pursuing a long-term growth strategy in
automotive electronics, and plans to retain HARMAN’s work force, headquarters and facilities, as well as all
of its consumer and professional audio brands. Samsung believes the combination will increase career
development and advancement opportunities for the employees of both companies.
Samsung’s Automotive Electronics Business Team, which was established in December of 2015 to identify
opportunities for Samsung in the automotive sector, will work closely with the HARMAN management team
to realize the full growth potential of the combination.
Terms of the Transaction
The purchase price represents a premium of 28% based on HARMAN’s closing stock price on November 11,
2016 and a 37% premium to HARMAN’s 30-calendar day volume weighted average price ending November
11, 2016. Samsung expects to use cash on hand to fund the transaction. The agreement has been
unanimously approved by the boards of directors of both companies.
The transaction, which is subject to approval by HARMAN shareholders, regulatory approvals and other
customary closing conditions, is expected to close in mid-2017.
Evercore is serving as financial advisor to Samsung and Paul Hastings LLP is acting as legal counsel. J.P.
Morgan and Lazard are serving as financial advisors to HARMAN and Wachtell, Lipton, Rosen & Katz is
acting as legal counsel.
On November 14, Samsung and HARMAN will host a webcast presentation to discuss the transaction at
8:00 am EST/10:00 pm KST. Links to the webcast and accompanying documents will be available on
Samsung’s Investor Relations website www.samsung.com/us/aboutsamsung/ir/newsMain.do and
HARMAN’s Investor Relations website http://investor.harman.com/.
Samsung inspires the world and shapes the future with transformative ideas and technologies. The
company is redefining the worlds of TVs, smartphones, wearable devices, tablets, digital appliances,
network systems, and semiconductor and LED solutions. For the latest news, please visit the Samsung
Newsroom at news.samsung.com.
HARMAN (harman.com) designs and engineers connected products and solutions for automakers,
consumers, and enterprises worldwide, including connected car systems, audio and visual products,
enterprise automation solutions, and connected services. With leading brands including AKG®, Harman
Kardon®, Infinity®, JBL®, Bang & Olufsen®, Bowers & Wilkins®, Lexicon®, Mark Levinson® and Revel®,
HARMAN is admired by audiophiles, musicians and the entertainment venues where they perform around
the world. More than 30 million automobiles on the road today are equipped with HARMAN audio and
connected car systems. The company’s software services power billions of mobile devices and systems that
are connected, integrated and secure across all platforms, from work and home to car and mobile.
HARMAN has a workforce of approximately 30,000 people across the Americas, Europe, and Asia and
reported sales of $7.0 billion during the 12 months ended September 30, 2016. The company’s shares are
traded on the New York Stock Exchange under the symbol NYSE:HAR.
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Additional Information and Where to Find It
In connection with the proposed transaction, HARMAN will file with the Securities and Exchange
Commission (the “SEC”) and mail or otherwise provide to its stockholders a proxy statement regarding the
proposed transaction. BEFORE MAKING ANY VOTING DECISION, HARMAN’S STOCKHOLDERS ARE URGED
TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER
DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR
INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. HARMAN investors
and security holders may obtain a free copy of the proxy statement and other documents that HARMAN
files with the SEC (when available) from the SEC’s website at www.sec.gov and the “Investors” section of
www.harman.com. In addition, the proxy statement and other documents filed by HARMAN with the SEC
(when available) may be obtained from HARMAN free of charge by writing to HARMAN International
Industries, Incorporated, Attention: Corporate Secretary, 400 Atlantic Street, Suite 1500, Stamford,
Connecticut 06901, or by calling (203) 328-3500.
Participants in the Solicitation
HARMAN and its directors, executive officers and employees may be deemed, under SEC rules, to be
participants in the solicitation of proxies from HARMAN’s stockholders with respect to the proposed
transaction. Security holders may obtain information regarding the names, affiliations and interests of such
individuals in HARMAN’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016, filed with the
SEC on August 11, 2016, and its definitive proxy statement for the 2016 annual meeting of stockholders,
filed with the SEC on October 25, 2016. Additional information regarding the interests of such individuals in
the proposed transaction will be included in the proxy statement relating to the transaction when it is filed
with the SEC. These documents may be obtained free of charge from the SEC’s website at www.sec.gov
and the “Investors” section of www.harman.com.
Statements about the expected timing, completion and effects of the proposed transaction and all other
statements in this communication, other than historical facts, constitute forward-looking statements within
the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Readers
are cautioned not to place undue reliance on these forward-looking statements and any such forwardlooking
statements are qualified in their entirety by reference to the following cautionary statements. All
forward-looking statements speak only as of the date hereof and are based on current expectations and
involve a number of assumptions, risks and uncertainties that could cause the actual results to differ
materially from such forward-looking statements. HARMAN may be subject to certain risks during the
pendency of the transaction, and may not be able to complete the proposed transaction on the terms
described herein or other acceptable terms or at all because of a number of factors, including without
limitation (1) the occurrence of any event, change or other circumstances that could give rise to the
termination of the merger agreement, (2) the failure to obtain the requisite approval of HARMAN’s
stockholders or the failure to satisfy the other closing conditions, (3) risks related to disruption of
management’s attention from HARMAN’s ongoing business operations due to the pending transaction and
(4) the effect of the announcement of the pending transaction on the ability of HARMAN to retain and hire
key personnel, maintain relationships with its customers and suppliers, and maintain its operating results
and business generally.
Actual results may differ materially from those indicated by such forward-looking statements. In addition,
the forward-looking statements represent HARMAN’s and Samsung’s views as of the date on which such
statements were made. HARMAN and Samsung anticipate that subsequent events and developments may
cause their respective views to change. However, although Harman and Samsung may elect to update
these forward-looking statements at some point in the future, each specifically disclaims any obligation to
do so. These forward-looking statements should not be relied upon as representing the views of HARMAN
or Samsung as of any date subsequent to the date hereof. Additional factors that may affect the business
or financial results of HARMAN are described in the risk factors included in HARMAN filings with the SEC,
including HARMAN’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016, which risk factors
are incorporated herein by reference.
This communication also makes reference to HARMAN’s awarded business or “backlog”, which represents
the estimated future lifetime net sales for all of HARMAN’s automotive customers. HARMAN’s awarded
business does not represent firm customer orders. HARMAN reports its awarded business primarily based
on written award letters. To validate these awards, HARMAN uses various assumptions including global
vehicle production forecasts, customer take rates for HARMAN’s products, revisions to product life cycle
estimates and the impact of annual price reductions and exchange rates, among other factors. The term
“take rate” represents the number of units sold by HARMAN divided by an estimate of the total number of
vehicles of a specific vehicle line produced during the same timeframe. The assumptions HARMAN uses to
validate these awards are updated and reported externally on an annual basis.