2016
June 14, 2016
Minebea Co., Ltd.
Announcement of Purchase of the Convertible Bonds with Stock Acquisition Rights
Minebea Co., Ltd. ("Minebea") hereby announces that its Board of Directors has resolved to purchase all of Minebea Co., Ltd. Series I Unsecured Subordinated Convertible Bonds with Stock Acquisition Rights, the total amount of which is JPY7.7 billion, from the Development Bank of Japan Inc. ("DBJ") at its board meeting held on June 14, 2016.
1. Reason for Purchasing the Bonds with Stock Acquisition Rights
As notified by the press release of February 2, 2012, "Minebea to Setup M&A Framework with DBJ; Will Issue Unsecured Subordinated CB with Stock Acquisition Rights via 3rd-party Allotment", Minebea and DBJ signed the Capital and Business Alliance Agreement regarding Joint Investment dated the same date (the "Alliance Agreement"; and the alliance thereunder is hereinafter referred to as the "Alliance") and the underwriting agreement for Minebea Co., Ltd. Series I Unsecured Subordinated Convertible Bonds with Stock Acquisition Rights (the "Bonds with Stock Acquisition Rights") dated the same date under which DBJ was the scheduled allottee.
Since the signing of the Alliance Agreement, Minebea and DBJ have been evaluating the value of target companies and businesses and considering schemes including joint investment under Minebea's merger and acquisition strategy. As the result of such activities conducted under the Alliance, Minebea and DBJ have jointly acquired all the shares of Sartorius Mechatronics T&H GmbH and its subsidiaries as announced by the press release of December 22, 2014, "Announcement of the Acquisition of Sartorius Mechatronics T&H GmbH and its subsidiaries" and the press release of February 9, 2015,"Announcement of the Completion of Acquisition of All Shares of Sartorius Mechatronics T&H GmbH and its Subsidiaries".
Also, as notified by the press release of December 21, 2015, "Notice Concerning Execution of Basic Agreement on Business Integration of Minebea Co., Ltd. and MITSUMI ELECTRIC CO., LTD." and the press release of March 30, 2016, "Notice Concerning Execution of Business Integration Agreement and Share Exchange Agreement in Connection with Business Integration of Minebea Co., Ltd. and MITSUMI ELECTRIC CO., LTD.", Minebea has a plan of a business integration with MITSUMI ELECTRIC CO., LTD. with the effective date of March 17, 2017 (the "Business Integration"). Since the Business Integration shall be done by way of share exchange by allotting common shares of Minebea to the shareholders of common shares of MITSUMI, Minebea has been considering the capital policy to address the dilution resulting from the increase in the number of issued and outstanding shares after the effective date of the Business Integration.
As a result of discussions with DBJ regarding the continuation of the Alliance Agreement and the treatment of the Bonds with Stock Acquisition Rights as a part of Minebea's capital policy, Minebea and DBJ agreed on Minebea's purchase of the Bonds with Stock Acquisition Rights, as of today.
Incidentally, Minebea and DBJ will continue the Alliance Agreement after the purchase of the Bonds with Stock Acquisition Rights, extend the term of the Alliance Agreement by one year to February 20, 2018 due to the necessity to do so in relation to the purchase in question and have discussions in good faith toward realization of the goal to carry out another joint investment activity under the Alliance Agreement in addition to the joint investment in Sartorius Mechatronics T&H GmbH and its subsidiaries.
2. Contents of the Purchase of the Bonds with Stock Acquisition Rights
| (1) Name of the Bonds: | Minebea Co., Ltd. Series I Unsecured Subordinated Convertible Bonds with Stock Acquisition Rights |
| (2) Date of Purchase: | June 17, 2016 |
| (3) The principal amount of the Bonds: | JPY 7.7 billion |
| (4) Total Amount of Purchase: | JPY 13,896,282,722 |
3. Outlook for the Future
As a result of the purchase of the Bonds with Stock Acquisition Rights, it becomes possible for Minebea to apply its treasury stock to its common shares to be allotted to the shareholders of common shares of MITSUMI in relation to the Business Integration. On the other hand, if Minebea cancels the Bonds with Stock Acquisition Rights, there will be a loss from cancellation in the amount of JPY 6,196,282,722 (the difference between the purchase price and the principal amount of JPY 7.7 billion). The timing of the cancellation of the Bonds is not fixed yet.
Related Information
| Company Name: | Minebea Co., Ltd. |
|---|---|
| Representative: | Yoshihisa Kainuma Representative Director, President and Chief Executive Officer (Code No. 6479, TSE Div. No. 1) |
| Contact: | Takayuki Ishikawa General Manager Corporate Communications Office |
| Phone: | +81-(0)3-6758-6703 |
Product information, contact and other context are subject to change without prior notice.
