2022
Aug.1, 2022
MINEBEA MITSUMI Inc.
Announcement of Acquisition of All Shares of SUMIKO TEC CO., LTD.
MINEBEA MITSUMI Inc. (the "Company") hereby announces that MITSUMI ELECTRIC CO., LTD. ("Mitsumi Electric"), the Company’s subsidiary, has decided, by a resolution of its Board of Directors on July 29, 2022, to acquire the shares of SUMIKO TEC CO., LTD. ("SUMIKO TEC") (the "Acquisition of Shares"), as a result of which SUMIKO TEC will be a subsidiary of the Mitsumi Electric, and that Mitsumi Electric entered into a share transfer agreement (the "Share Transfer Agreement") with Sumitomo Metal Mining Co., Ltd. on July 29, 2022, as detailed below.
1. Reason for the Acquisition of Shares
The Company's basic strategy is to identify the products as its core business called the "Eight Spears" in which the Company can demonstrate its strength, such as super-precision processing technologies and mass production technologies, and which would not be easily eliminated from the market and to provide the customers with new values by INTEGRATION* of such products. Connectors/switches are one of the "Eight Spears". The Company intends to further expand its connectors/switches business by enhancing its product portfolio.
SUMIKO TEC is a company that manufactures and sells various terminals for electronic and electrical equipment including press-fit terminals, as well as various connectors including waterproof connectors and automotive connectors. It demonstrates its strengths in the automotive connector market.
SUMIKO TEC and the Company have respective product portfolios which can be complemented each other, and the Acquisition of Shares will enable us to achieve multiple synergistic effects. In respect of research and development, the Acquisition of Shares will enable the Company to expand its resource of design and development. In addition, when it comes to manufacturing, the Company will be able to improve quality and productivity by sharing and deploying know-how seamlessly between the companies. With respect to sales, the Company will be able to expect expansion of its overseas sales of automotive products that are SUMIKO TEC’s strength, leveraging the Company’s global sales network and overseas production capacities. Furthermore, the Company expects to generate synergies that are not limited to the connector field, such as the mutual use of the sales channels of the Company’s group and SUMIKO TEC, and the application by SUMIKO TEC of the knowledge possessed by other divisions of the Company to the development of new products.
Through the Acquisition of Shares, the Company will provide increasing needs of high speed transmission in automotive products with advanced technology and wide range of choice, strengthen its efforts to enhance the expansion of its market share in not only the market of connectors for automotive but also areas beyond the market, thereby the Company will contribute to development of the manufacturing industries including automotive industry by expanding the scale of its connector business and enhancing its position in the connector market.
* INTEGRATION means "combining" rather than "simple gathering." The Company will evolve its "core products" by combining and utilizing its proprietary technologies and will create new products in various fields through the INTEGRATON of the evolved products.
2. Outline of the Company to Become a Subsidiary
| (1) Company name | SUMIKO TEC CO., Ltd. | |
|---|---|---|
| (2) Location | 4F Prime Shin-Yokohama Building, 2-3-19, Shin-Yokohama, Kohoku-ku, Yokohama-shi, Kanagawa, Japan | |
| (3) Title and name of representative | Yoshiyuki Ebihara, President and CEO | |
| (4) Business | Manufacture and sales of crimp-type terminal and related crimping machines and applicators, customer-designed pressed or molded parts or mechanical parts with connector functions, connectors for FPCs, and connectors for circuit boards and wire harnesses that mate therewith. | |
| (5) Amount of capital | 490 million yen | |
| (6) Date of establishment | March 1, 1990 | |
| (7) Major shareholders and shareholding ratio | Sumitomo Metal Mining Co., Ltd. | |
| (8) Relationship between the Company and SUMIKO TEC | Capital relationship | Not applicable. |
| Personnel relationship | Not applicable. | |
| Business relationship | Purchases certain products from SUMIKO TEC. | |
3. Outline of the Companies Selling the Shares
| (1) Company name | Sumitomo Metal Mining Co., Ltd. | ||
|---|---|---|---|
| (2) Location | 11-3, Shinbashi 5-chome, Minato-ku, Tokyo, Japan | ||
| (3) Title and name of Representative | Akira Nozaki, President and Representative Director | ||
| (4) Business | Resource development, nonferrous metal smelting, manufacturing and sales of functional materials, and others | ||
| (5) Amount of capital | 93.2 billion yen | ||
| (6) Date of establishment | March 1, 1950 | ||
| (7) Net assets | 1,557.4 billion yen (For the fiscal year ended March 31, 2022) | ||
| (8) Total assets | 2.226.9 billion yen (For the fiscal year ended March 31, 2022) | ||
| (9) Major shareholders and shareholding ratio | The Master Trust Bank of Japan, Ltd. | ||
| Custody Bank of Japan, Ltd. | |||
| TOYOTA MOTOR CORPORATION | |||
| (10) Relationship between the Company and Sumitomo Metal Mining Co., Ltd. | Capital relationship | No material capital relationship. | |
| Personnel relationship | No material personal relationship. | ||
| Business relationship | Sells certain products to Sumitomo Metal Mining Co., Ltd. | ||
| Status applicable to the related parties | Not applicable. | ||
4. Number of Shares to be Acquired, Acquisition Price, and Shareholdings Before and After the Acquisition
| (1) Number of shares held by the Company before the transfer | 0 shares (Number of voting rights: 0) (Percentage of voting rights held: 0.0%) |
|---|---|
| (2) Number of shares to be acquired by the Company | 18,276 shares (Number of voting rights: 18,276) |
| (3) Number of shares to be held by the Company after the transfer | 18,276 shares (Number of voting rights: 18,276) (Percentage of voting rights: 100.0%) |
5. Schedule
| (1) Date of resolution of the Board of Directors | July 29, 2022 |
|---|---|
| (2) Execution date of the Share Transfer Agreement | July 29, 2022 |
| (3) Implementation date of the Acquisition of Shares | Expected to be around November 1, 2022 |
(Note) The implementation date of this transaction may be changed depending on the status of approvals from the relevant competition authorities and regulatory authorities.
6. Future Outlook
The impact of this transaction on the Company's consolidated business results for the fiscal year ending March 31, 2023 is expected to be minimal. If any event that needs to be disclosed, we will promptly disclose the relevant information.
End of document
| Company Name: | MINEBEA MITSUMI Inc. |
|---|---|
| Representative: | Yoshihisa Kainuma Representative Director, CEO & COO (Code No. 6479, TSE Prime Market) |
| Contact: | Yasuo Komine General Manager Corporate Communications and Investor Relations Office |
| Phone: | +81-(0)3-6758-6703 |
Product information, contact and other context are subject to change without prior notice.
