2007
June 28, 2007
Minebea Co., Ltd.
Notice Regarding Merger of Consolidated Subsidiaries
The decision was made at the June 28, 2007 meeting of the Board of Directors to merge the Company's seven consolidated subsidiaries in Thailand, namely NMB Thai Ltd., Pelmec Thai Ltd., Minebea Thai Ltd., NMB Hi-Tech Bearings Ltd., NMB Precision Balls Ltd., Minebea Electronics (Thailand) Co., Ltd. and Power Electronics of Minebea Co., Ltd. Details are provided below.
1. Purpose of merger
The seven companies in question are located in Thailand, which is the Company's largest manufacturing base, and are engaged in the manufacture and sale of bearings, mechanical components, HDD spindle motors, speakers, LCD back lights, inverters, measuring components and other products for automobiles, computers and peripheral devices, household electronic devices, office automation and other industries. The merger of these seven companies will establish a business structure that allows for speedy, flexible and appropriate allocation of the Company's internal resources, such as employees, machinery and fund, and will greatly simplify procedures involved in transactions between affiliated companies in Thailand, thereby enabling more efficient business activities.
2. Overview of merger
(1) Overview of new company
Name: NMB-MINEBEA THAI LTD.
Location: Ayutthaya Province, Thailand
Capital: 15.3 billion bahts
Net sales (based on results of fiscal year ended March 2007): 37 billion bahts
Employees (based on the figures as of March 2007): 27,455
(2) Merger schedule (tentative)
| July 2007 | Official announcement of merger in Thailand |
| July-September 2007 | Application to be filed with the Thailand Board of Investment |
| January-March 2008 | Applications to be filed with Royal Thai Customs and other relevant authorities |
| April 1, 2008 | Operations to begin at new company |
(3) Merger type
A new company, which will take over all assets and liabilities of the seven merged companies, will be established in Thailand on April 1, 2008. Liquidation proceedings for the seven companies will automatically begin immediately thereafter.
3. Overview of companies being merged
| Name of company | NMB THAI LTD. | PELMEC THAI LTD. |
|---|---|---|
| Business description | Manufacture and sale of bearings | Manufacture and sale of bearings |
| Established | August 22, 1980 | May 15, 1984 |
| Location | Ayutthaya Province, Thailand | Ayutthaya Province, Thailand |
| Representative | Morihiro Iijima | Morihiro Iijima |
| Capital (as of March 2007) | 1.2 billion bahts | 1.1 billion bahts |
| Total assets (as of March 2007) | 3.605 billion bahts | 4.286 billion bahts |
| Net sales (for fiscal year ended March 2007) | 4.364 billion bahts | 2.998 billion bahts |
| Employees (as of March 2007) | 3,373 | 1,890 |
| Percentage of voting rights owned by Minebea Co., Ltd. | 100% | 100% |
| Name of company | MINEBEA THAI LTD. | NMB HI-TECH BEARINGS LTD. |
|---|---|---|
| Business description | Manufacture and sale of components for mechanical and electronic devices | Manufacture and sale of bearings |
| Established | May 15, 1984 | December 7, 1988 |
| Location | Ayutthaya Province, Thailand | Ayutthaya Province, Thailand |
| Representative | Morihiro Iijima | Morihiro Iijima |
| Capital (as of March 2007) | 8.382 billion bahts | 1 billion bahts |
| Total assets (as of March 2007) | 16.233 billion bahts | 3.733 billion bahts |
| Net sales (for fiscal year ended March 2007) | 24.938 billion bahts | 3.816 billion bahts |
| Employees (as of March 2007) | 14,267 | 1,972 |
| Percentage of voting rights owned by Minebea Co., Ltd. | 100% | 100% |
| Name of company | NMB PRECISION BALLS LTD. | MINEBEA ELECTRONICS (THAILAND) LTD. |
|---|---|---|
| Business description | Manufacture and sale of bearing components | Manufacture and sale of components for electronic devices |
| Established | December 7, 1988 | March 17, 1988 |
| Location | Ayutthaya Province, Thailand | Lop Buri Province, Thailand |
| Representative | Morihiro Iijima | Morihiro Iijima |
| Capital (as of March 2007) | 450 million bahts | 1.564 billion bahts |
| Total assets (as of March 2007) | 1.676 billion bahts | 3.861 billion bahts |
| Net sales (for fiscal year ended March 2007) | 1.746 billion bahts | 5.089 billion bahts |
| Employees (as of March 2007) | 719 | 2,088 |
| Percentage of voting rights owned by Minebea Co., Ltd. | 100% | 100% |
| Name of company | POWER ELECTRONICS OF MINEBEA CO., LTD. | |
|---|---|---|
| Business description | Manufacture and sale of components for electronic devices | |
| Established | May 14, 1987 | |
| Location | Lop Buri Province, Thailand | |
| Representative | Morihiro Iijima | |
| Capital (as of March 2007) | 1.610 billion bahts | |
| Total assets (as of March 2007) | 3.891 billion bahts | |
| Net sales (for fiscal year ended March 2007) | 9.014 billion bahts | |
| Employees (as of March 2007) | 3,146 | |
| Percentage of voting rights owned by Minebea Co., Ltd. | 100% |
4. Effects of merger
| The merger is not expected to have an effect on the Company's consolidated or non-consolidated results. |
| Company Name: | Minebea Co., Ltd. |
|---|---|
| Representative: | Takayuki Yamagishi Representative Director, President and Chief Executive Officer (Code No. 6479 TSE Div. No. 1) |
| Contact Person: | Sakae Yashiro Senior Managing Executive Officer Deputy Chief of Administration Headquarters (TEL: 81-3-5434-8611) |
Product information, contact and other context are subject to change without prior notice.
