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Nidec To Reorganize Group Companies Through Disposal Of Treasury Stock By Sale, Share Exchange Transaction By A Subsidiary, And Mergers Of Subsidiaries By Absorption

Nidec plans to dispose of shares of its treasury stock by selling them to NTMC as part of the series of transactions described above to reorganize its group companies. NTMC is expected to enter into the Share Exchange Transaction using the purchased shares of Nidec treasury stock as consideration.

2. Schedule for the Planned Group Company Reorganization

February 5, 2011 Board Approval of the Disposal of Shares of Treasury Stock (Nidec)
  Execution of Share Exchange Agreement (NTMC and NPMC)
  Execution of Merger Agreement (NTMC and NPMC)
  Execution of Merger Agreement (NTMC and NSBC)
March 21, 2011 (Plan) Effective Date of Share Exchange Transaction (NTMC and NPMC)
  Effective Date of Merger (NTMC and NPMC)
April 1, 2011 (Plan) Effective Date of Merger (NTMC and NSBC)
     
(Note 1)   NTMC is expected to use a simplified share exchange procedure in accordance with Article 796, Paragraph 3, of the Company Act of Japan, and NPMC is expected to use a short-form share exchange procedure in accordance with Article 784, Paragraph 1, of the Company Act of Japan, where the approval of shareholders is not required in either case for the Share Exchange Transaction, as a result of which NPMC will become a wholly owned subsidiary of NTMC.
(Note 2)   NTMC is expected to use a simplified merger procedure in accordance with Article 796, Paragraph 3, of the Company Act of Japan, and NPMC is expected to use a short-form merger procedure in accordance with Article 784, Paragraph 1, of the Company Act of Japan, where the approval of shareholders is not required in either case for the First Merger Transaction, as a result of which NPMC will be absorbed into NTMC.
(Note 3)   NTMC is expected to use a simplified merger procedure in accordance with Article 796, Paragraph 3, of the Company Act of Japan, and NSBC is expected to use a short-form merger procedure in accordance with Article 784, Paragraph 1, of the Company Act of Japan, where the approval of shareholders is not required in either case for the Second Merger Transaction, as a result of which NSBC will be absorbed into NTMC.

3. Disposal of Treasury Stock by Sale

(1) Summary of the Planned Disposal of Treasury Stock by Sale

(1) Effective Date March 18, 2011 (Friday)
(2) Number of Treasury Shares to Be Disposed of 1,162 shares
(3) Sale Price 7,870 per share
(4) Proceeds from Sale 9,144,940 yen
(5) Method of Disposal Sale (Third-party Allotment)
(6) Purchaser NTMC
(7) Other Information None

(2) Proceeds from Disposal of Treasury Stock by Sale

Gross Proceeds: 9,144,940 yen
Estimated Expenses Relating to Disposal: 0 yen
Estimated Net Proceeds: 9,144,940 yen

(3) Use of Proceeds

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