2023
Dec.22, 2023
MINEBEA MITSUMI Inc.
Announcement of Completion of Acquisition of All Shares of RO-RA Aviation Systems GmbH
NMB-Minebea UK Ltd. ("NMB UK"), one of the European subsidiaries of MINEBEA MITSUMI Inc. (the "Company"), previously entered into a share transfer agreement (the "Share Transfer Agreement") regarding the acquisition of the shares (the "Acquisition of Shares") of RO-RA Aviation Systems GmbH ("RORA") which is engaged in the sales and manufacture of link rod assemblies and precision machined components for aircraft, as announced in the press release dated December 20 2023, titled "Announcement of Acquisition of All Shares of RO-RA Aviation Systems GmbH". The Company is hereby pleased to announce that, December 21, 2023 (Austria Local Time), NMB UK completed the Acquisition of Shares.
1. Purpose of the Transaction and Future Management Strategy
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*.
RORA is an Austrian company engaged in the sales and production of link rod assemblies and precision machined components. The link rod assembly consists of rod-end bearings which is one of MinebeaMitsumi's core products, swaged tubes which is one of RORA's core technologies. The link rod assemblies are widely used in aircrafts such as interior, structure and engine. Integration of MinebeaMitsumi and RORA will enable vertically integrated production of link rod assemblies, and it also enables MinebeaMitsumi to obtain a competitive advantage over the competition in terms of lead time, cost, and technical services. Specifically, MinebeaMitsumi performs serial production of rod-end bearings and swaged tubes in Thailand, and RORA mainly performs development, design, and sample production of link rod assemblies after the integration. In addition, MinebeaMitsumi global sales network can reach major regions (Europe and North America) consuming link rod assemblies.
Since it is expected that the global aerospace industry will have significant recovery from Covid-19 and growth potential in the context of booming demand, MinebeaMitsumi aims to enhance its profitability by way of expanding the sales of our products such as precision machining products including link rod assemblies.
* 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 NMB-Minebea UK Ltd.
| (1) Company name | NMB-Minebea UK Ltd. | |
|---|---|---|
| (2) Location | Doddington Road, Lincoln, LN6 3RA, England, U.K. | |
| (3) Title and name of representative | Mark Stansfield, Managing Directors | |
| (4) Business | Design, manufacture and sell rod-end and spherical bearings | |
| (5) Amount of capital | 43,700 thousand pounds sterling | |
| (6) Commenced operations | February, 1988 | |
| (7) Fiscal year end | March 31 | |
| (8) Major shareholders and shareholding ratio | MINEBEA MITSUMI Inc. | |
3. Outline of the Company to Become a Subsidiary
| (1) Company name | RO-RA Aviation Systems GmbH | |||
|---|---|---|---|---|
| (2) Location | Gewerbepark 8, 4861 Schoerfling am Attersee, Austria | |||
| (3) Title and name of representative | Helmut Wiesenberger, Managing Directors | |||
| (4) Business | Design, manufacture and sell link rod assembly products for aerospace market Design, manufacture and sell high precision machined parts for aerospace engines | |||
| (5) Amount of capital | 250 thousand Euros | |||
| (6) Date of establishment | February 27, 2006 | |||
| (7) Major shareholders and shareholding ratio | Aero Products Invest GmbH | |||
| (8) Relationship between the Company group and RORA | Capital relationship | Not applicable | ||
| Personnel relationship | Not applicable | |||
| Business relationship | Certain transactions involving products | |||
| Status applicable to related parties | Not applicable | |||
| (9) Operating results and financial position of RORA over 3 years | ||||
| Fiscal Year End | Fiscal Year ended December 31, 2020 | Fiscal Year ended December 31, 2021 | Fiscal Year ended December 31, 2022 | |
| Sales | 21 million Euros | 18 million Euros | 28 million Euros | |
Other information about operating results or financial position than above cannot be disclosed under the confidentiality obligations between the parties.
4. Outline of the Company Selling the Shares
| (1) Location | Germany | |
|---|---|---|
| (2) Business | Entering, holding and selling investments in companies as well as managing own assets | |
| (3) Relationship between the Company group and the company selling the shares | Capital relationship | Not applicable |
| Personnel relationship | Not applicable | |
| Business relationship | Not applicable | |
| Status applicable to related parties | Not applicable | |
Other information about the company selling the shares than above cannot be disclosed under the confidentiality obligations between the parties.
5. Portion to be Acquired, Purchase Price, and Shareholdings Before and After the Acquisition
| (1) Portion held by the Company before the transfer | Percentage of voting rights held: 0.0% |
|---|---|
| (2) Portion to be acquired by the Company | 100% |
| (3) Purchase price | Not disclosed under the confidentiality obligations between the parties |
| (4) Portion to be held by the Company after the transfer | Percentage of voting rights held: 100.0% |
6. Schedule
| (1) Execution date of the Share Purchase Agreement | December 19, 2023 (Austria Local Time) |
|---|---|
| (2) Implementation date of the Acquisition of Shares | December 21, 2023 (Austria Local Time) |
7. Future Outlook
Impact of this transaction on the Company's consolidated business performance for the fiscal year ending March 31, 2024 is expected to be minimal. We will promptly disclose relevant information once any event that needs to be disclosed occurs.
8. Reference: An example of RORA's products
Flap Track Rod
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| Company Name: | MINEBEA MITSUMI Inc. |
| Representative: | Yoshihisa Kainuma Representative Director, Chairman CEO (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.
