2024
Feb.9, 2024
MINEBEA MITSUMI Inc.
Announcement of Acquisition of All Shares of the Newly Established Company
by TSUBAKI NAKASHIMA CO., LTD.
MINEBEA MITSUMI Inc. (the "Company") hereby announces that the Company has decided to acquire the shares of the new company that is to be established by company split from TSUBAKI NAKASHIMA CO., LTD. ("TSUBAKI NAKASHIMA", the "Seller") and that assumes the ball screws and ball ways business of TSUBAKI NAKASHIMA (the "Business"), and entered into a share purchase agreement with the Seller as of today (the "Acquisition").
1. Purpose of the Acquisition
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*. Precision Technologies Business of the Company has not engaged with the Business to date, and the Company intends to expand its business by enhancing its product portfolio through the Acquisition.
TSUBAKI NAKASHIMA being the first company in Japan to produce and sell ball screws in 1959, the Business has high technological capabilities backed by the know-how accumulated over many years and has a wide range of product lineups that other companies do not possess, including ball screws and ball ways, and the products of the Business are used in a wide range of industries. We believe that the Business can be developed as a new pillar of our Precision Technologies Business, and that the Acquisition will lead to the maximization of our enterprise value by adding the Business to our product portfolio as core businesses that can create synergies with the Eight Spears.
The ball screw industry has a global market size of more than 200 billion yen, and we believe that it is an attractive market that can be expected to continue to grow with the increasing demand in a wide range of fields, including semiconductor manufacturing equipment and industrial robots, which are expanding at a high growth rate, as well as medical equipment and logistics and transportation machinery. By actively utilizing the MinebeaMitsumi Group's resources such as a variety of technologies and global sales network, etc., the Company aims to expand the current market share of the Business and improve its market position.
* 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 | TN Linear Motion Inc. | ||
|---|---|---|---|
| (2) Location | 19, Shakudo, Katsuragi, Nara, Japan | ||
| (3) Title and name of representative | Hisahiro Miyake Director |
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| (4) Business | Design, manufacturing, and sales of ball screws and ball ways | ||
| (5) Amount of capital | 1 million yen | ||
| (6) Date of establishment | December 10, 2024 (planned) | ||
| (7) Major shareholders and shareholding ratio | TSUBAKI NAKASHIMA CO., LTD. | ||
| (8) Relationship between the Company group and Minebea Linear Motion Inc. | Capital relationship | Not applicable | |
| Personnel relationship | Not applicable | ||
| Business relationship | Not applicable | ||
| Status applicable to related parties | Not applicable | ||
Since the new company is scheduled to be established by company split, there is no financial information available at the moment.
3. Outline of the Company Selling the Shares
| (1) Company name | TSUBAKI NAKASHIMA CO., LTD. | ||
|---|---|---|---|
| (2) Location | 19, Shakudo, Katsuragi, Nara, Japan | ||
| (3) Title and name of representative | Koji Hirota Director and Representative Executive Officer, President, CEO | ||
| (4) Business | Manufacturing and sales of industrial precision balls, rollers used for bearing and other applications, etc. | ||
| (5) Amount of capital *1 | 17,117 million yen | ||
| (6) Date of establishment | January 5, 2007 | ||
| (7) Net assets *1 | 50,131 million yen | ||
| (8) Total assets *1 | 159,891 million yen | ||
| (9) Major shareholders and shareholding ratio *2 | The Master Trust Bank of Japan, Ltd. (Trust Account) | ||
| CUSTODY BANK OF JAPAN, LTD. (TRUST ACCOUNT) | |||
| NORTHERN TRUST CO. (AVFC) RE UKUC UCITS CLIENTS NON LENDING 10PCT TREATY ACCOUNT | |||
| (10) Relationship between the Company group and Minebea Linear Motion Inc. | Capital relationship | Not applicable | |
| Personnel relationship | Not applicable | ||
| Business relationship | Certain transactions involving products | ||
| Status applicable to related parties | Not applicable | ||
- *1 As of December 31, 2022
- *2 As of June 30, 2023
4. Number of Shares to be Acquired, Purchase Price, and Shareholdings Before and After the Acquisition
| (1) Number of shares held by the Company before the transfer | 0 share (Number of voting rights: 0) (Percentage of voting rights held: 0.0%) |
|---|---|
| (2) Number of shares to be acquired by the Company | 1 share (Number of voting rights: 1) |
| (3) Purchase price | Not disclosed under the confidentiality obligations between the parties |
| (4) Number of shares to be held by the Company after the transfer | 1 share (Number of voting rights: 1) (Percentage of voting rights held: 100.0%) |
5. Schedule
| (1) Execution date of the Share Purchase Agreement | February 9, 2024 |
|---|---|
| (2) Establishment date of the new company by company split *1 | December 10, 2024 (planned) |
| (3) Implementation date of the Acquisition of Shares *1 | December 10, 2024 (planned) |
- *1 The establishment of the new company through the company split is subject to the approval of the Department of Investment Review of the Ministry of Economic Affairs of Taiwan for the transfer of shares of the Taiwanese subsidiary from TSUBAKI NAKASHIMA to the newly established company. In the event of a change in the schedule of the Acquisition due to delays in procedures or other reasons, the Company and TSAUBAKI NAKASHIMA may amend the timeline after consultation.
6. Future Outlook
Impact of this Acquisition on the Company's consolidated business performance for the fiscal year ending March 31, 2025 is expected to be minimal. We will promptly disclose relevant information once any event that needs to be disclosed occurs.
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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.
