Nidec To Reorganize Group Companies Through Disposal Of Treasury Stock By Sale, Share Exchange Transaction By A Subsidiary, And Mergers Of Subsidiaries By Absorption
The planned disposal of treasury stock by sale is not for financing purposes but for the purpose of reorganizing Nidec's group companies as described in "1. Purpose of the Planned Group Company Reorganization."
(4) Considerations as to Reasonableness of the Terms of Disposal of Treasury Stock by Sale
- Basis for Determining the Terms of Sale (including Sale Price) The sale price has been determined to be 7,870 yen, which is the closing price of Nidec common stock on the Osaka Securities Exchange on the day immediately prior to the relevant board approval (February 4, 2011).
- Basis for Determining the Size of Sale and Dilutive Effect Nidec expects that the planned disposition of treasury shares by sale will not have a significant dilutive effect on Nidec common stock or have a significant impact on the markets where Nidec common stock is traded as the percentage of the shares of treasury stock subject to the planned disposal by sale to the total issued shares of Nidec common stock is 0.0008%.
- Confirmation of Purchaser's Funds Nidec has confirmed, based on NTMC's financial statements and other information, that, in light of its sales, total assets and total equity and other financial indicators, NTMC has sufficient cash necessary for the purchase of the treasury shares Nidec plans to dispose to NTMC.
(5) Overview of NTMC (as of March 31, 2010)
|(1) Company name||Nidec Techno Motor Holdings Corporation|
|(2) Address||338 Tonoshiro-cho, Kuze Minami-ku, Kyoto|
|(3) Company representatives||Kenji Sawamura Chairman|
|Toshihiro Kimura President|
|(4) Description of business||Development and sales support for subsidiary products, and centralized purchasing of raw materials for subsidiaries|
|(5) Share capital||2,500 million yen|
|(6) Date of incorporation||September 25, 2009|
|(7) Number of issued shares||100,000|
|(8) Fiscal year end||March 31|
|(9) Number of employees||448|
|(10) Main customers||Nidec Shibaura Corporation, Nidec Power Motor Corporation|
|(11) Primary lending bank||The Bank of Tokyo-Mitsubishi UFJ, Ltd.|
|(12) Major shareholders and shareholding ratios||Nidec Corporation 100%|
|(13) Relationship between the companies party to the contemplated transaction||Capital||Nidec holds 100% of the outstanding shares (100,000 shares) of NTMC.|
|Personnel||Four directors and one corporate auditor of Nidec concurrently serve as three directors and two corporate auditors of NTMC, respectively.|
|Business||Nidec Corporation has loans outstanding to Nidec Techno Motor Holdings Corporation.|
|Relationship as related parties||NTMC is a consolidated subsidiary of Nidec.|
|(14) Financial results and financial condition|
|Fiscal year||Ended March 31, 2010|
|Net assets||4,924 million yen|
|Net assets per share||49,249 yen 80 sen|
|Net sales||473 million yen|
|Operating loss||116 million yen|
|Ordinary loss||99 million yen|
|Net loss||75 million yen|
|Net losses per share||750 yen 19 sen|
|Annual dividend per share||None|
|(Note)||(1)||Fiscal years ended March 31, 2010, represent the period from September 25, 2009, the date of incorporation, to March 31, 2010.|
|(2)||Neither NTMC nor the officers or shareholder (investor) of NTMC are involved in any way with organized crime groups or other similar organizations, and a lesser confirming the same has been submitted to the Tokyo Stock Exchange.|
(6) Major Shareholders and Shareholding Ratios Immediately After the Disposal
|Before the disposal||Immediately after the disposal and the Share Exchange Transaction|
|Shigenobu Nagamori||8.23%||Shigenobu Nagamori||8.23%|
|Japan Trustee Services Bank, Ltd. (Trust account)||6.94%||Japan Trustee Services Bank, Ltd. (Trust account)||6.94%|
|The Master Trust Bank of Japan, Ltd. (Trust account)||6.72%||The Master Trust Bank of Japan, Ltd. (Trust account)||6.72%|
|The Bank of Kyoto, Ltd.||4.08%||The Bank of Kyoto, Ltd.||4.08%|
|SN Kohsan, Ltd.||3.79%||SN Kohsan, Ltd.||3.79%|
|The Dai-ichi Life Insurance Co., Ltd.||3.04%||The Dai-ichi Life Insurance Co., Ltd.||3.04%|
|The Bank of Tokyo-Mitsubishi UFJ, Ltd.||2.42%||The Bank of Tokyo-Mitsubishi UFJ, Ltd.||2.42%|
|Nippon Life Insurance Company||2.32%||Nippon Life Insurance Company||2.32%|
|Meiji Yasuda Insurance Company||2.19%||Meiji Yasuda Insurance Company||2.19%|
|MOXLEY AND CO.||1.96%||MOXLEY AND CO.||1.96%|
|(Note)||(1)||The above list is based on the shareholder registry as of September 30, 2010.|
|(2)||Nidec, holding 5,784,000 shares of treasury stock (3.98%) prior to the disposal (as of September 30, 2010), has been excluded from the list of major shareholders above.|
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