2008
July 31, 2008
Company Name : Minebea Co., Ltd.
Representative : Takayuki Yamagishi
Representative Director
President and CEO
Code No. : (Code No. 6479 Tokyo
Stock Exchange Section 1)
Contact : Yasunari Kuwano
General Manager
Corporate Communications Office
Telephone : +81-3-5434-8637
Company Name : FDK Corporation
Representative : Toshiharu Sugimoto
President & CEO
Code No. : (Code No. 6955 Tokyo
Stock Exchange Section 1)
Contact : Yasuhiro Narishige
General Manager
Corporate Communications Office
Telephone : +81-3-5473-4654
Agreement on regarding Transfer of the Stepping Motor Business of
FDK Corporation to Minebea Co., Ltd.
Minebea Co., Ltd. (Minebea) and FDK Corporation (FDK) hereby announce the reaching of the Agreement on regarding transfer of the stepping motor business of FDK to Minebea, as described below.
1. Reason for the Agreement
At Minebea, the Company has been making efforts to strengthen its small motor business, in which it can leverage production technologies, such as development of the world's smallest stepping motor, in order to put the business after its ball bearing business that will drive its future growth on the growth path in its mid-term business plan.
At FDK, as in its New Policies and Actions for FDK Group Growth announced on January 31, 2008, regarding its stepping motor business, the Company has been proceeding with measures, such as transferring sales functions to its subsidiary FDK Mechatronics Co., Ltd. (FDK Mechatronics), to more swiftly operate the business as an independent business, while at the same time considering a possible alliance with other companies to strengthen competitiveness and enhance business value.
Against this background, Minebea and FDK have agreed in recognizing that this transfer can maximize synergy effects for both of us, because both companies' motor businesses have few redundant areas and complement each other technologically, reaching the Agreement on regarding transfer of FDK's stepping motor business to Minebea.
FDK has been conducting its stepping motor business by leveraging its technological edge in the field of small-sized motors, but in order to further grow the business, the Company has come to the conclusion that it is most appropriate for it to transfer the business to Minebea. Based upon the Agreement, Minebea will acquire FDK Mechatronics, FDK (THAILAND) CO., LTD. (FDK THAILAND) and the stepping motor business of Xiamen FDK Corporation (Xiamen FDK). At the same time, Minebea will take over the employees, relevant intellectual property rights, etc. involved in the stepping motor business at the FDK Group, thereby strengthening its motor business.
2. Profile of the Business to Be Transferred
(1) Profile of the business
The stepping motor business of FDK subsidiaries, FDK Mechatronics, FDK THAILAND and Xiamen FDK
(2) Outline of the subsidiaries to be transferred (As of March 31, 2008)
| FDK Mechatronics | FDK THAILAND | Xiamen FDK | |
|---|---|---|---|
| (1) Company name | FDK Mechatronics Co., Ltd. | FDK (THAILAND) CO., LTD. | Xiamen FDK Corporation |
| (2) Head office | 2281 Washizu, Kosai, Shizuoka Pref. |
60/118 (Navanakorn Industrial Estate Zone 3) Moo19, Phaholyothin Road, Tambon Klongnung Amphur Klongluang, Pathumthani 12120, Thailand | No.16, Malong Road, HuliDistrict, Xiamen, Fujian, China |
| (3) Representative | Kuniaki Muramatsu | Yasunobu Nakagiri | Yasuo Tarui |
| (4) Established | November 1989 | December 2001 | March 1994 |
| (5) Capital | ¥450 million | Bt240 million | US$16,800 thousand Yuan15,204 thousand |
| (6) No. of employees | 58 | 606 | 2,801 |
| (7) Shareholder | FDK 100% | FDK 100% | FDK 100% |
(Note) Regarding Xiamen FDK, its stepping motor business is subject to this transfer.
(3) Performance of the business
Consolidated net sales 7,323 million yen (Fiscal year ended March 31, 2008)
(4) Schedule
| July 31, 2008: | Approval of Agreement at Board meeting |
| July 31, 2008: | Conclusion of Agreement |
| October 31, 2008 (Planned): | Conclusion of final agreement |
3. Outline of Minebea
| (1) Company name | Minebea Co., Ltd. |
|---|---|
| (2) Head office | 4106-73, Oaza Miyota, Miyota-machi, Kitasaku-gun, Nagano Pref., Japan |
| (3) Representative | Takayuki Yamagishi |
| (4) Established | July 1951 |
| (5) Capital | 68,258 million yen (Fiscal year ended March 31, 2008) |
| (6) No. of employees (Consolidated) | 50,549 (Fiscal year ended March 31, 2008) |
| (7) Major businesses | Manufacture and sales of machined components, rotary components, and electronic devices and components |
| (8) Major shareholders and share ownership percentage | Japan Trustee Services Bank, Ltd. (Trust Account)
11.18%
The Master Trust Bank of Japan, Ltd. (Trust Account)
8.29%
Japan Trustee Services Bank, Ltd. (Trust Account 4)
5.09%
(As of March 31, 2008)
|
| (9) Net assets (Consolidated) | 131,730 million yen (Fiscal year ended March 31, 2008) |
| (10) Total assets (Consolidated) | 320,544 million yen (Fiscal year ended March 31, 2008) |
| (11) Net sales (Consolidated) | 334,431 million yen (Fiscal year ended March 31, 2008) |
| (12) Fiscal year end | March 31 |
| (13) Relationship with FDK | There is no relationship by capital, personnel, etc. |
4. Outline of FDK
| (1) Company name | FDK Corporation |
|---|---|
| (2) Head office | 5-36-11, Shimbashi, Minato-ku, Tokyo, Japan |
| (3) Representative | Toshiharu Sugimoto |
| (4) Established | February 1950 |
| (5) Capital | 22,756 million yen (Fiscal year ended March 31, 2008) |
| (6) No. of employees (Consolidated) | 12,252 (Fiscal year ended March 31, 2008) |
| (7) Major businesses | Manufacture and sales of electronics-related raw materials, components and dry batteries |
| (8) Major shareholders and share ownership percentage |
Fujitsu Limited
Fuji Electric Holdings Co., Ltd. Japan Securities Finance Co., Ltd. (As of March 31, 2008) 39.56%
2.35% 0.81% |
| (9) Net assets (Consolidated) | 2,571 million yen (Fiscal year ended March 31, 2008) |
| (10) Total assets (Consolidated) | 65,272 million yen (Fiscal year ended March 31, 2008) |
| (11) Net sales (Consolidated) | 113,668 million yen (Fiscal year ended March 31, 2008) |
| (12) Fiscal year end | March 31 |
| (13) Relationship with FDK | There is no relationship by capital, personnel, etc. |
5. Outlook for the Future
- Minebea and FDK will proceed with discussions toward concluding a final agreement in late October 2008. If both companies have reached a final agreement on this transfer of the business, timely disclosure will be made at such time.
- This transfer's effects on consolidated results of both companies will be noticed as soon as they are available.
Product information, contact and other context are subject to change without prior notice.
