Nidec to Succeed the Business of Tokyo Maruzen Industry Co., Ltd.
2017年8月9日 - 3:30PM
Nidec Corporation (TSE:6594) (OTC US:NJDCY) (the “Company” or
“Nidec”) resolved at a meeting of Board of Directors held on August
9, 2017 to make Nidec Sankyo Corporation (“Nidec Sankyo”), a wholly
owned subsidiary of the Company, succeed the business of Tokyo
Maruzen Industry Co., Ltd. (the “Splitting Company”) by way of an
absorption type company split. For this purpose, both companies
have entered into an agreement under which Nidec Sankyo will form a
new company (the “Succeeding Company”) to succeed the Splitting
Company’s business.
1. Purpose and
Background of the Company SplitNidec has been developing
its electric contact business since January 2014, when Nidec Sankyo
acquired Mitsubishi Materials C.M.I. Corporation, currently Nidec
Sankyo CMI Corporation. Electric contact products used for relays,
switches, circuit breakers, etc. are gaining popularity in the fast
growing EV and PHV market and also expected to expand their use
into the appliance and industrial equipment market. Nidec Sankyo
and the Splitting Company have entered into an agreement for
transferring the entire business, including the mainstay electric
contact business, of the Splitting Company in response to the surge
in demand for electric contacts. Nidec believes the efficient use
of the managerial and operational resources of Nidec Sankyo and the
Splitting Company will help strengthen their capacity in material
development, production engineering and manufacturing
responsiveness, which will lead to profitability improvement.
2. Outline of the Company Split
(1) Company Split Schedule
Board of Directors’ approvals for company split at the Splitting
Company and the Succeeding Company |
August 28, 2017 (planned) |
Shareholders’ meetings at the Splitting Company and the Succeeding
Company |
September 28, 2017 (planned) |
Effective date of the company split |
October 1, 2017 (planned) |
(2) Company split methodUnder this absorption
type company split, the new company will be the Succeeding Company
and Tokyo Maruzen Industry Co., Ltd. will be the Splitting
Company.
(3) Details of allotments relating to this
absorption type company splitThe transaction will be funded by
cash. There shall be no allotment of shares.
3. Outline of the Companies Party to the
Company Split (As of March 31, 2017)
|
Splitting Company |
Succeeding Company |
(1) Company name |
Tokyo Maruzen Industry Co., Ltd. |
Tokyo Maruzen Industry Co., Ltd. (tentative) |
(2) Location of head office |
591-11, Ishikawa, Sakura-shi, Chiba 285-0813, Japan |
5329, Shimosuwa-machi, Suwa-gun, Nagano 393-8511, Japan |
(3) Representative |
President: Yoshihira Kirita |
President: Akira Noami |
(4) Description of business |
Development, manufacture and sales of electric contact materials,
rivet contacts and contact staking |
Development, manufacture and sales of electric contact materials,
rivet contacts and contact staking |
(5) Establishment |
April 19, 1969 |
August 18, 2017 (planned) |
(6) Major shareholders and shareholding ratios |
Yoshihira Kirita: 25%Others: 75% |
Nidec Sankyo Corporation: 100% |
4. Business to be transferred
(1) Details of the business to be transferred
- Development, manufacture and sales of electric contact
materials
- Development, manufacture and sales of rivet contacts
- Development, manufacture and sales of contact staking
- Other related business
(2) Operating results of the business to be transferred (year
ended March 31, 2017) Net sales: 3,745 million yen
5. Effect on Financial Performance for the Current
Fiscal YearNidec intends to make appropriate disclosures
regarding the impact of the transaction described herein on its
consolidated financial performance for the current fiscal year and
announce any changes to its financial performance in accordance
with the applicable rules of the Tokyo Stock Exchange once such
details are determined.
Cautionary Statement Concerning
Forward-Looking Information
This press release contains forward-looking
statements regarding the intent, belief, strategy, plans or
expectations of the Nidec Group or other parties. Such
forward-looking statements are not guarantees of future performance
or events and involve risks and uncertainties. Actual results may
differ materially from those described in such forward-looking
statements as a result of various factors, including, but not
limited to, the risks to successfully integrating the acquired
business with the Nidec Group, the anticipated benefits of the
planned transaction not being realized, changes in general economic
conditions, shifts in technology or user preferences for particular
technologies, whether and when required regulatory approvals are
obtained, other risks relating to the successful consummation of
the planned transaction, and changes in business and regulatory
environments. The Nidec Group does not undertake any obligation to
update the forward-looking statements contained herein or the
reasons why actual results could differ from those projected in the
forward-looking statements except as may be required by law.
Contact:
Masahiro Nagayasu
General Manager
Investor Relations
+81-75-935-6140
ir@nidec.com