2013
Mar.1, 2013
Minebea Co., Ltd.
Notice of Absorption Merger (simple and short-form) with Consolidated Subsidiary
Minebea Co., Ltd. ("Minebea") hereby announces that it had reached a resolution at a board of directors meeting held on March 1, 2013 to merge and acquire Minebea Motor Manufacturing Corporation ("MMMC"), its wholly-owned consolidated subsidiary.
Since this merger is an absorption merger of a wholly -owned subsidiary, certain disclosure items and details have been omitted.
1. Purpose of merger
MMMC had been set up in April 2004 as a joint venture with Panasonic Corporation for the motor information business, with Minebea owning a 60% stake and Panasonic 40%. In accordance with the dissolution of the joint venture in February 2013, it has become a wholly-owned subsidiary of Minebea. With the absorption on this occasion, we will aim to establish a stronger business foundation and further expansions to our business through effective allocations of management resources and efficiency in business procedures.
2. Summary of merger
(1) Schedule of merger
| Board of directors' meeting dissolution for merger | March 1, 2013 |
| Entry into merger agreement | March 1, 2013 |
| Scheduled date of merger (effective date) | April 2, 2013 |
(Note) As this merger constitutes a simple merger based on the provisions of Article 796, paragraph (3) of the Companies Act and Article 784, paragraph (1) of the same law, it is being executed without obtaining the approval of the shareholders' meeting at Minebea or MMMC concerning the merger agreement.
(2) Method of merger
An absorption-type method in which Minebea will be the successor company and MMMC will be dissolved.
(3) Details of allotment of shares related to merger
As Minebea owns all shares issued by MMMC, there will be no new stock issues or money to be exchanged in this merger.
(4) Handling of the dissolving company's subscription rights to shares and bonds with subscription rights to shares
The dissolving company has not issued subscription rights to shares or bonds with subscription rights to shares.
3. Overview of companies involved in the merger
| Surviving company | Dissolving company | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (1) Trade name | Minebea Co., Ltd. | Minebea Motor Manufacturing Corporation | ||||||||||||
| (2) Head Office location | 4106-73 Oaza Miyota, Miyota-machi, Kitasaku-gun, Nagano | 4106-73 Oaza Miyota, Miyota-machi, Kitasaku-gun, Nagano | ||||||||||||
| (3) Name and title of representative | Representative Director, President and Chief Executive Officer Yoshihisa Kainuma |
Representative Hiroyuki Akatsu |
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| (4) Principal business | Manufacturing and sales of machined component products, rotating equipment, electronic equipment | Development, manufacturing, and sales of small motors for electronic devices and information equipment, applied equipment, and components | ||||||||||||
| (5) Capital | 68,258 million yen | 11,500 million yen | ||||||||||||
| (6) Date of Establishment | July 16, 1951 | April 1, 2004 | ||||||||||||
| (7) Number of shares issued | 399,167,695 shares | 5,750,000 shares | ||||||||||||
| (8) Fiscal year | March 31 | March 31 | ||||||||||||
| (9) Major shareholders and shareholding ratio |
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| (10) Financial state, operating results | Period ended March 2012 (consolidated) | Period ended March 2012 (non-consolidated) | ||||||||||||
| Net assets | 109,777 million yen | 1,579 million yen | ||||||||||||
| Total assets | 306,772 million yen | 16,665 million yen | ||||||||||||
| Net assets per share | 288.74 yen | 315.97 yen | ||||||||||||
| Net sales | 251,358 million yen | 54,397 million yen | ||||||||||||
| Operating income | 8,599 million yen | -137 million yen | ||||||||||||
| Ordinary income | 6,499 million yen | -189 million yen | ||||||||||||
| Net income | 5,922 million yen | -4,466 million yen | ||||||||||||
| Earnings per share | 15.63 yen | -893.22 yen |
4. Conditions after merger
There will be no changes to Minebea's company name, head office location, description of business, name and title of the representative, capital or fiscal year as a result of this merger.
5. Outlook for the Future
Since this is a merger with our wholly-owned subsidiary, there will be no impact on consolidated results. As to non-consolidated results, the difference between the amount of net assets expected at the end of the current period and MMMC's book value, equivalent to about 3.1 billion yen, will be appropriated in the company's extraordinary losses for this period as loss on valuation of stock of subsidiaries and affiliates.
| Company Name: | Minebea Co., Ltd. |
|---|---|
| Representative: | Yoshihisa Kainuma Representative Director, President and Chief Executive Officer (Code No. 6479, TSE Div. No.1) |
| Contact: | Hiromi Yoda Managing Executive Officer Deputy Officer in charge of Administration, Planning, Accounting Division |
| Tel: | +81-(0)3-6758-6711 |
Product information, contact and other context are subject to change without prior notice.
