Nidec To Reorganize Group Companies Through Disposal Of Treasury Stock By Sale, Share Exchange Transaction By A Subsidiary, And Mergers Of Subsidiaries By Absorption
KYOTO, Japan, Feb. 4, 2011 (GLOBE NEWSWIRE) -- Nidec Corporation (NYSE:NJ) ("Nidec") today announced that its Board of Directors determined at a meeting held today to dispose of a portion of its treasury stock through a third-party allotment in a series of transactions to reorganize its group companies, as described further below.
1. Purpose of the Planned Group Company Reorganization
In an effort to achieve its goal of becoming the world's leading manufacturer of all kinds of motors, Nidec has sought to strengthen its existing businesses and launched a new mid- to long-term growth strategy, "Vision 2015," aiming to create a group of companies with a target sales level of 2 trillion yen in the fiscal year ending March 31, 2016. As part of the strategy, Nidec seeks to achieve further organic growth with a focus on general motors for home appliances and industrial use as one of its core growth businesses.In line with this strategic focus, Nidec has decided to seek expansion of its home appliance and industrial use general motor business by merging its subsidiaries engaging in the general motor business — Nidec Techno Motor Holdings Corporation ("NTMC"), Nidec Shibaura Corporation ("NSBC") and Nidec Power Motor Corporation ("NPMC") — and streamlining the research and development, manufacturing and sales operations relating to such general motors. For this purpose, NPMC plans to merge into NSBC and become NSBC's wholly-owned subsidiary (effective as of March 21, 2011) through a share exchange transaction between NPMC and NSBC where the shareholders of NPMC other than NSBC will receive shares of Nidec common stock as consideration for their NPMC shares ( sankaku kabushiki koukan) (the "Share Exchange Transaction"). Subject to the effectiveness of the Share Exchange Transaction, NPMC plans to merge into NSBC by absorption (effective as of March 21, 2011) (the "First Merger Transaction"). Subsequently, NSBC plans to merge into NTMC by absorption (effective as of April 1, 2011) (the "Second Merger Transaction").
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