Michelin couv courteGB

Registered office Country % stake
• Global Run-Flat Systems Research, Development and Technology B.V. Amsterdam The Netherlands 50.00
• MC Projects B.V. Amsterdam The Netherlands 50.00
• Woco Michelin AVS B.V. Amsterdam The Netherlands 49.00
• Sapphire Energy Recovery Limited England and Wales United Kingdom 25.00
4. Non-consolidated companies
• Pursuant to Article L.223-19 of the French Code de Commerce, various companies that are not material in relation to the Group as a
whole have not been consolidated under governing consolidated financial statements.
The above list of the main consolidated companies and companies accounted for by the equity method, which is not exhaustive, complies
with the requirements of Article 248-12 of decree No. 67-236 of March 23, 1967 concerning the consolidated financial
statements of trading companies.
Acquisitions and
partnership agreements
entered into in 2004
1. Apollo - India
The partnership agreement signed in November 2003 between
Michelin and Apollo Tyres Ltd took effect in March 2004 with:
• acquisition by Michelin of a 14.9% stake in the capital of said
company for an amount close to US$30 million,
• and setting up of the Michelin Apollo Tyres Private Ltd JV,
51% held by Michelin and 49% held by Apollo Tyres Ltd.
This company will manufacture and distribute truck and bus tires.
It will also market and sell all types of tire.
2. PT Gajah Tunggal (TBK) - Indonesia
Michelin and PT Gajah Tunggal Tbk (GT) signed in May 2004
a twin cooperation agreement on manufacture and sale of tires
in Indonesia.
Under the manufacturing agreement, GT will manufacture a
wide range of passenger car tires for different markets in which
Michelin Group operates.
Under the distribution agreement, GT will sell in Indonesia
Michelin and BFGoodrich-branded Passenger Car and Light Truck
tires, in particular on the replacement market.
Accordingly, Michelin acquired a 10% stake in GT’s capital for
an amount of US$25 million.
3. Litigation in connection with acquisition of
Viborg group in 2003
Owing to failure to reach an agreement on the findings of the
due diligence carried out to determine the amount of adjustments
to be made as required to the purchase price under the
agreements concluded between the seller and Michelin Group,
Michelin Group filed an arbitration claim on December 4, 2003
before the Paris international arbitration court of Chambre de
Commerce Internationale.
3.1. Contention points arising from Michelin Group’s
due diligence
3.1.1. The first contention relates to the sums to be paid out
to the seller for the net guaranteed assets dealt with under
the article on adjustment of the acquisition price.
Michelin Group disagrees with the net asset valuation claimed by
the seller. In light of what Michelin Group considers to be the
proper downward revision of the acquisition price to be applied
pursuant to the agreements between the parties, Michelin Group
refuses to pay the balance of €37 million of the acquisition price
claimed by the seller.
The large discrepancy between the contractual net guaranteed
assets and the actual worth of the net assets as they emerged
from the due diligence process led Michelin Group not to include
the balance of the price for the purposes of determining goodwill,
such goodwill having been fully amortized in 2003.