2024
Sept.19, 2024
MINEBEA MITSUMI Inc.
(Change of Disclosure Matters) Announcement of Change in "Announcement of Acquisition of All Shares of the Newly Established Company by TSUBAKI NAKASHIMA CO., LTD."
MINEBEA MITSUMI Inc. (the "Company") previously resolved to acquire the shares of a newly established entity, formed through an incorporation-type company split from TSUBAKI NAKASHIMA CO., LTD. ("TSUBAKI NAKASHIMA" or the "Seller"), which will assume the ball screws and ball ways business of TSUBAKI NAKASHIMA (the "Business"). This decision was formalized through the execution of a share purchase agreement with the Seller, as detailed in the announcement titled "Acquisition of All Shares of the Newly Established Company by TSUBAKI NAKASHIMA CO., LTD." dated February 9, 2024.
However, the Company has agreed to change the incorporation-type company split into an absorption-type company split (the "Transaction") where the Seller will establish a wholly-owned subsidiary (the"New Company"), and transfer the Business and the shares of TN TAIWAN CO., LTD. ("TJT") to the New Company. Subsequently, the Company will acquire all shares of the New Company, making it a wholly-owned subsidiary of the Company (the "Acquisition"). The Company therefore announces that it decided to enter into an amendment agreement incorporating such changes as of September 18, 2024.
Prior to this amendment, the Business was to be transferred to the New Company through an incorporation-type company split, with the establishment of the New Company and the Company's acquisition of its shares scheduled for December 10, 2024. However, the transfer of TJT shares included in the Business requires approval from Taiwanese authorities. Under the rules of Taiwanese authorities, the Seller and the New Company are required to jointly apply for approval to transfer the TJT shares. The change in the transaction methods is in response to such requirements. The establishment of the New Company in this Transaction is scheduled for October 4, 2024.
The date of completion of the share transfer remains unchanged from the original press release and is scheduled for December 10, 2024. There are no other changes from the initial press release that should be noted. Should any matters arise that require disclosure in the future, we will promptly disclose them as soon as they become known.
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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.
