KYOTO, Japan, April 24, 2012 (GLOBE NEWSWIRE) -- Nidec Corporation ("Nidec")(NYSE:NJ) and Nidec Sankyo Corporation ("Nidec Sankyo") announced today that, at their respective board meetings held today, Nidec and Nidec Sankyo have decided to enter into a share exchange transaction (the "Share Exchange") to make Nidec Sankyo a wholly owned subsidiary of Nidec, and that the two companies have signed a Share Exchange Agreement (the "Share Exchange Agreement"), as described below.
The Share Exchange is expected to become effective on October 1, 2012 (the "Share Exchange Effective Date"), subject to approval by Nidec Sankyo's shareholders at an ordinary general meeting scheduled to be held on June 18, 2012. Nidec intends to use a simplified share exchange procedure in accordance with Article 796, Paragraph 3, of the Company Act, without obtaining the approval of its shareholders for the Share Exchange. Nidec Sankyo's stock is expected to be delisted from the Tokyo Stock Exchange prior to the Share Exchange Effective Date, and the delisting is currently expected to take effect on September 26, 2012 (the last trading date being September 25, 2012).
1. Purpose of Making a Wholly Owned Subsidiary Through the Share Exchange
Since its establishment in 1973, Nidec has been enhancing its product line-up from small precision motors to general motors, machinery, electronic & optical components and other products, and expanding its business not only in the IT area, but into various other areas, including the home appliance and automobile areas, with the objective of aiming to be the "World's Number One Comprehensive Manufacturer of Motors" specialized in the business of "everything that spins and moves" with a focus on motors. Especially in the field of small precision motors, which is Nidec's core business, Nidec has expanded its business through actively acquiring companies with high technological capabilities including Sankyo Seiki Mfg. Co., Ltd., the predecessor of Nidec Sankyo, and through successfully pursuing and achieving synergies resulting from the acquisitions.
Nidec Sankyo, which had its original and distinctive technologies, as well as its state-of-the-art production facility for its hard disc drive fluid dynamic bearing ("FDB") motor business, entered into alliance with Nidec to establish an efficient management system in August 2003. After becoming a consolidated subsidiary of Nidec, Nidec acquired the FDB business and Nidec Sankyo has greatly contributed Nidec group to expand its business by focusing its management resources into areas of stepping motors and industrial robots.
With increasing globalization of economies, however, Nidec Sankyo requires to further implement the "three new strategy" (new products, new markets and new clients) that Nidec group is currently developing, to actively enter into global markets to expand sales and to enhance profitability by improving productivity in manufacturing processes. For that purpose, we determined that it is imperative to make Nidec Sankyo a wholly-owned subsidiary of Nidec, to further enhance the alliance between the two companies and to achieve an effective group management based on a prompt decision-making. Nidec Sankyo regards that keeping a closer relationship and enhancing a cooperation in broad areas with Nidec will enable to accelerate the growth strategy in the business field Nidec Sankyo excels, which will secure a stronger position in the market. As a result, it is expected that the Share Exchange will enhance sharing of management resources and improving investment efficiencies for both companies, which will achieve a further expansion of Nidec group's business.
For details about the Share Exchange, please see: http://www.nidec.co.jp/english/ir/indexdata_e/2012/0424_3.pdf
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